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Home My WebLink About12-10 (Due Diligence Review Findings of Low/Moderate Income Housing Fund)A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY APPROVING WHITE NELSON DIEHL EVANS LLPS DUE DILIGENCE REVIEW FINDINGS OF THE LOW AND MODERATE INCOME HOUSING FUND AND AUTHORIZING THE SUCCESSOR AGENCY TO RETAIN THE LOW AND MODERATE INCOME HOUSING FUND BALANCE The Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency finds, determines and declares as follows: A. The Tustin Community Redevelopment Agency ("Agency") was established as a community redevelopment agency that was previously organized and existing under the California Community Redevelopment Law, Health and Safety Code Sections 33000, et seq. ("CRL") and previously authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council ("City Council") of the City of Tustin ("City"); and B. AB X1 26 ("AB26") added Parts 1.8 and 1.85 to Division 24 of the California Health and Safety Code, which laws cause the dissolution and wind down of all redevelopment agencies ("Dissolution Act"); and C. On December 29, 2011, in the petition Califomia Redevelopment Association v. Matosantos, Case No. S194861, the California Supreme Court upheld the Dissolution Act and thereby all redevelopment agencies in California are subject to the Dissolution Act and were dissolved as of and on February 1, 2012; and D. The Agency is now a dissolved community redevelopment agency pursuant to the Dissolution Act; and E. By a resolution considered and approved by the City Council at an open public meeting on January 17, 2012, the City chose to become and serve as the "Successor Agency" to the dissolved Agency under the Dissolution Act; and F. As of and on and after February 1, 2012, the City serves as the "Successor Agency" and will perform its functions as the Successor Agency under the Dissolution Act to administer the enforceable obligations of the Successor Agency and otherwise unwind the Successor Agency's affairs, all subject to the review and approval by the seven- member Oversight Board formed thereunder; and G. Pursuant to Section 34179, the Successor Agency's Oversight Board has been formed and the initial meeting has occurred on March 13, 2012; and H. Section 34179(e), as amended by Assembly Bill 1484 ("AB 1484"), requires all actions taken by the Oversight Board to be adopted by resolution; and Oversight Board Resolution 12-10 Page 1 of 4 011100 I. Section 34179.5 requires the Successor Agency to employ a licensed accountant, 1W N approved by the County of Orange Auditor-Controller ("Auditor-Controller") to conduct a 0_1 due diligence review to determine the unobligated balances available for transfer to taxing entities; and J. On July 16, 2012, the Auditor-Controller authorized the Successor Agency's request to utilize White Nelson Diehl Evans LLP ("WNDE") to conduct the Due Diligence Review of the Agency's Low and Moderate Income Housing Fund and provide the review to the Oversight Board by October 1, 2012; and K. On October 1, 2012, pursuant to Section 34179.6, WNDE completed the Due Diligence Review and the Successor Agency provided the results of the review to the Oversight Board, the Auditor-Controller, the State Controller, and the Department of Finance ("DoF") and convened a public comment session, taking place at least five (5) business days before the Oversight Board holds the approval vote; and L. Section 34179.6(c) requires the Oversight Board review, approve, and transmit to the DoF and the Auditor-Controller the determination of the amount of cash and cash equivalents that are available for disbursement to taxing entities as determined according to the method provided in Section 34179.5.; and M. The Oversight Board has duly considered all other related matters and has determined that WNDE's determination regarding cash or cash equivalents available for disbursement to taxing entities is in the best interest of the City and Agency and in the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements. NOW, THEREFORE, BE IT RESOLVED BY A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY: Section 1. The foregoing recitals are incorporated into this Resolution by this reference, and constitute a material part of this Resolution. Section 2. The Oversight Board approves the Findings from WNDE's Due Diligence Review of the Low and Moderate Income Housing Fund. Section 3. The Oversight Board authorizes the Successor Agency to retain the unrestricted Low and Moderate Income Housing Fund cash balance of $7,858,315 and the projected future revenues of $6,235,155 in order to meet enforceable obligations as shown in Schedule 6 of the Due Diligence Review. Section 4. The Oversight Board authorizes the Successor Agency to transmit the determination to the DoF and the Auditor-Controller. Section 5. The City Manager of the Successor Agency or his authorized designee is directed to post this Resolution on the City/Successor Agency website. Oversight Board Resolution 12-10 Page 2 of 4 Section 6. This Resolution shall be effective after transmittal of this Resolution to the DoF and when the DoF completes its review no later than November 9, 2012. Section 7. The Secretary of the Oversight Board shall certify to the adoption of this Resolution. APPROVED AND ADOPTED this 9th day of October, 2012. UAII-I Doug Davit, Chairman Oversigh 'board of the Successor Agency to the tll. Tustin C4nmunity Redevelopment Agency Board of the Successor Agency to Community Redevelopment Agency Oversight Board Resolution 12-10 Page 3 of 4 STATE OF CALIFORNIA COUNTY OF ORANGE )SS CITY OF TUSTIN 1, JERRY AMANTE, Secretary of the Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency, do hereby certify that the whole number of the members of the Agency Board is seven; that the above and foregoing Resolution No. 12-10 was duly passed and adopted at a regular meeting of the Oversight Board, held on the 9th day of October, 2012, by the following vote: BOARD MEMBER AYES: Davert, Amante, Nielsen, Puckett (4) BOARD MEMBER NOES: None (0) BOARD MEMBER ABSTAINED: None (0) BOARD-MEMBER ABSENT-, Fitzsimons, Soria, West (3) Jerry P(mante)(Sed—retary Oversight Board of the Successor Agency to th Tustin Community Redevelopment Agency Attachment No. 1 — Due Diligence Review — Independent Accountant's 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 Attachment No. 2 — Second Amended Initial Recognized Obligation Payment Schedule (Jan — June 2012) Attachment No. 3 — First Amended Second Recognized Obligation Payment Schedule (July — December 2012) Attachment No. 4 — Third Recognized Obligation Payment Schedule (Jan — June 2013) Oversight Board Resolution 12-10 Page 4 of 4 F MINIM V me ri ATTACHMENT NO. 1 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, orn City Wtey ATTEST: FEW • MN 721 LlfrA LM "CITY" CITY OF TU N By: Lou Bone, Mayor "AGENCY" TUSTINCOMMUNITY I I ENT 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: 111. 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" BY w571 By:— G PAM STOKER ell William A. Huston CITY CLERK City Manager ... WCIF R M DOUG ,HOLLAND CITY ATTORNEY 1271102vl29171/0001 f- 4 t 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. 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 GUALIM'11-y® 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 $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 DB1 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 Pl ans ........................................ .............................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.... ................. 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 Future I nitiatives ................................................. .............................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 ATTACHMENT NO. 2 SECOND AMENDED INITIAL RECOGNIZED OBLIGATION PAYMENT SCHEDULE (Jan — June 2012) SECOND AMENDED RECOGNIZED OBLIGATION PAYMENT SCHEDULE - CONSOLIDATED FILED FOR THE JANUARY to JUNE 2012 PERIOD Name of Successor Agency Successor Agency to the Tustin Community Redevelopment Agency Certification of Oversight Board Chairman: Pursuant to Section 34177(1) of the Health and Safety code, I hereby certify that the above is a true and accurate Recognized Enforceable Payment Schedule for the above named agency. 4 Title u Name Itle Signal Date Current Total Outstanding Debt or Obligation Total Due During Fiscal Year Outstanding Debt or Obligation $ 175,576,653.00 $ 20,475,945.00 Outstanding Debt or Obligation Total Due for Six Month Period , $ 20,262,956.00 Available Revenues other than anticipated funding from RPTTF Enforceable Obligations paid with RPTTF Administrative Cost paid with RPTTF Pass-through Payments Paid with RPTTF $ 732,315.00 $ 16,267,186.00 $ 813,359.00 $ 2,450,096.00 �Administrative Allowance (greater of 5% of anticipated Funding from RPTTF or250,000. Note: Calculation should not nclutle pass�hrough payments made with RPTTF. The RPTTF Administrative Cost figure above should not exceed this ministradveCOStAllowance figure) $ 813,359.30 Certification of Oversight Board Chairman: Pursuant to Section 34177(1) of the Health and Safety code, I hereby certify that the above is a true and accurate Recognized Enforceable Payment Schedule for the above named agency. 4 Title u Name Itle Signal Date m Rpana FnnM A- neewempnms P�vp.rry Tm TVw fmtl(aarP) Pldm Nm(si� PDR PnMd Arm mime T _ PmnW.mrmlMRMwavPevm Rgnrry Tm Tvd Fmtl(PPttf} me /DMa OW mn FxmMmn DaY TdaDm191dmp Fl.4 Ym p Furoi-g 1)Hwarq Tm Nbwhn evlma. 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MW —F 11— 42) NM!� A, 264M W.m .—I OW dq N- —1 2— 1=3 —F S A, 25.— PIIF 3 000 t 33.000 Rp— A� —11 1 41)Tw11n 6mw RwvimmYlblm eml NUaeMV —N .—p— X-, M. pvrlegal•l d-H- A— T—I —7— 1.- .—F 3 I.. =,F=. d��. by IFII by Um OwemnMmNary. 0&t wMepmrtl AyrlW P� T. R-1 D Nwp ILE mmm EF ...2 P- 4,- 49M 4= 4m 4— i 2.4M5 5 Eg— M r-; .—T— .—F l4rM ma T 49,300 9aA. P- 1- 11- 5. 5. 5. 5. 1 MWSTdI T.M. —I.— --R"fr k - im 2w im m "a m in 2w = 1- 1— R— — — — 5,091 11 - m.. ofaee�n4mxnp.rcv sawn fwenvb wr�wmmwrn.aw�.n en.m roxu a �www�murn� owrmnx�nn�epn�m wap.r�r ra'nun vwi�nvnFl Pmpd aw(a) Fo0.PO�stwaa eccow.wQm r.a ® Mw 11 nYY[trteeNFWte Name of Red —sum ad Agency. Successor Agency o the Tustin Community Redomic mntA en FORN C- Adminbtrative Coat Allowance Paid With Redevelopment Property Tax Trust Fand(RPITTF) P,,ost Mea(s) RDAPftie(t Ah Aii SECOND AMENDED RECOGNIZED OBLIGATI ON PAYMENT SCHEDULE Per AB 28 - Section 34177 e) Payable fin. the Ad.lnWVa . MWwame Allocation Total Culatan6ng Total Due During Flssal Year Funding Pa enkb month Jan 2012 Feb 2012 Mar 2012 AW 2012 May 2012 Jun 2012 Total Prolact Name I Debt Olifforfich P es Descri tines Pio'acl Area Debtar Ob ndon 2011 - 2012" Eource'• 1 Agreement for Rebnbunsoment ofCcats Employees hale! by ft Adnktstmfiva Budget lo— Vbyaes. As 813.359 813.359 Admin 0 162370 162,670 162,670 162,670 162,679 E 813,359 and CltylAdminisionne Agency Successor Agency Dal perform ova.eidi MemiseNlousnaetledordirmt Operetns Loan- between me Successor Successor Agency access, as adainiNnotne oparatlaa The Overnight ncy and the City and an AdminlabatYS nea�d for Imanam msamethe Seem of the Successor Agency to the Budget praeuani In Casomla Health and operations as wail m overhead Tustn Comm -fty Red —fol ment Agency Safety Cads Season 34177 0) (Including and lagei a—me approved the administrative budget an salary and bereft funded by the Mach 13, 2012 and the Successor Agency SucrosmrAgemy and adminlsbatvs adopted! Smcesm, Agency Resoludo, No. cones. hmm,asve oasis Inclutle the 12 44 an Mach 20, 2012 appmvng the agmemnt with wowmt, Spiadsn a Atlmkasbasve Budget and approved fee Smell $300,000 or atlmoesbativa legal •Ageement for Reimbursement of Leak ervkn and the Lease of Office Space and CItylSUCCesaor Agnry Operations $49,491) Loess'. ThWemnurnwillfluclustennually. The Amanshetve Budget was calculated In aomrdence whit CasfornW Health and Safety Cads Section 34171(b). 5% of the property fix aloaa,d to the Successor Agnry or FY 20114011 2) C,nbactfor L¢galSavke City Mornay - Woodruff, Legal vmasul- pubs, law 8 specialty Wgal As Actual expense Actual expense Admin Spradil 8 Smart (including on uncil ea needed la cloudy support was Included in wore nclutled In Stradsng Yocce C.—. d adminisbahw acs,,tbs. Woodruff. Stream the Admnlsbellve the Adminbte8va Reum; Remy, Thomas, Mmes B Smart also provides legal—Isis uWe, Budget -Row 81 Budget -Row Ai S Manley; Ware B Company; direct project Perusal and mesa costs are and Jeanette, Justus) not roublecounkdbetaeanetlmnstra0ve- ,land West summes and pmjma- laced leget..P. —. E 3) Lease of Olfice Space PKIi Hold=, LLC Office caeca rent N Actual ezpenan Actual expanses Atlmin were included In Wore Included 11 meAdminlsbetwe theAdmnlabame Budget - Row Yi Budget -Row E1 $ 4) Autltnp Servkn Vlhtte, Nielson, DWhI, Evan4 Judging otannual Agency exPentlsures All Actual expanms Actual expense Admin LLP Wee kxduded in ware ncndsd in maAl inisbama the Admnbbatt. Budget -Rmwdt Budget -Row M7 E E E E E Turnis - Thle Pa e E 81 3S9 E 81 59 162 TO 5 162670 182870 162670 E 182879 E 613,359 • The Preliminary Omt Rmugnimd Oblige n Payment Schedule(ROPE)Zeta be completed by 3MI2012 by t1eeuecm— agency, antl subeaquangy be aF rmed by the— might boats before the that ROPE k submitted to the Stan Ca bofler and eta, Dapmfmnd of Finance by Apd115 ,2012.8 if not a requirement that the Agreed Upon Pureed. —Audit be completal bebre submitting the final Oversight Approved ROPE, the E,te Connotes and State Department of Frame. " An total due during tacal yam antl payment amo1., are plaIM d. F- Ing so cal from the successor agency: (For tocid 201142 only, refinances to RPTTF could also mean tax increment allocated to the Agency pr iorto February 1, 2012.) RPTTF- Redaverlopmam Property Tax Trust Fund Bond. -Bondi proceeds Other•rnarws, rams, Interest seding.,.c LMIHF- Low and MOdleab nmme. HOUSitr9 Fond Admin- Successor Agency AdmWahalM Allow axe '°` • AdmlMstretw Coat M,watce ca s are 5% of Farm A 6 -month tole In 2011 -12 and 3% by Form A 6 -month adds In 2012 -13. The calculation should not factor in wass through onommus mid for with RPTTF in Farm 0. Name of Redevelopment Agency. 8—Agency to the Tuslln Community Red- 1,,pmeM Agency FORM D- Pan-Through Payments Project Ani ROA Pro tect Area All OTHER OBLIGATION PAYMENT SCHEDULE Per AS 26 - Section 34177 ( -) P ct Name I Debt Obligaflon Pa act Dusarlption Projact Area Total Oulslandng Debt or Obligation Total Due DUnrg Fiscal Year 2011-2012- Source o Pacts Through and Other Payments — Payments b month Fund— Jan 2012 Feb 2012 M.2012 Am 2012 May 2012 Jun 2012 Tend 11 City of Tustin City of Tualm pass thou payments per AS 1290 G-1 5,040,723 76.680 RPTTF 76.580 $ 76580.00 21 Tustin Unified School District(TUSD) TUSD pass thm payments par AS 1290 General 56,531,860 858,850 RPTTF 858,850 $ 658.850.00 3 Santa Ala United School District (SAUSD) SAUSD pass thou payments per AS 1290 General 2.644.380 40,174 RPTTF 40,174 $ 40,174.00 { Irvhna UnMed School District fiUSD) IUSD pass Mm payments per AS 12M General 43,344.6% 656,506 RPTTF 658.506 $ 8 506.00 5 South Orange County Community College District SOCCCD pass thm p0ymem5 per AS 1290 Gerami 21,465,486 326,111 RPTTF 326,111 $ 328.111.00 g Rancho Sari Community College Dismal RSCCD pass thm payments per AS 1290 General 581.386 8,833 RPTTF 8.833 $ 8,833,00 7 Orange County Water Dlomo (OCWD) OCWD passthm payments per AS 1290 General 1,590,827 28,165 RPTTF 24,185 $ 24,185.00 6 Orange Cowlty Transit Authority (OCTA) OCTA pass thou Payments par AS 1290 General 644,294 8.269 RPTTF 8,268 4 8,269.00 g Orange County Sanitation District(OCSD) OCSD pass thou peymeMs par AB 1290 Geneml 3.180,448 48,318 RPTTF 48,318 318.00 10 Orange County Library Dl9dct County of Orange pessthru paymanlsperAB 1290 General 3,234,474 49,139 RPTTF 49,139 $ 49139.00 .11j Orange County DePerbneM of Education Covey of orange pan in. payments par AS 1290 General 4,048,578 61,507 RPTTF 61,507 $ 61,50].00 j 2j County of Orange County of Orange Page thm payments par AS 1290 General 11,950,912 181,582 RPTTF 181,562 $ 1111552.00 13 Orange County Flood Control Distinct County M Orange pass thm payments par AS 12% G—ral 3.8351858 511,276 RPTTF 58,276 $ 14 Orange Co." Harbors, Santa., 8 Parks County o Orange passlhmpaymedeparA61290 General 2,965.150 45,048 RpTTF 45,048 45048.00 15 Orarge County Vaclur Control Distinct County of Orange can thm payments per AS 1290 Gamma 216,911 3,295 RPTTF 3,295 $ 3295.00 _Loj Orange County Cemetery Distrkl(OCCD) OCCD pass thm payments per AS 1290 Garairai 96,2791 1,483 RPTTF 1,463 $ 1,463.00 $ $ $ S E $ $ $ Totsia- OMerObll scions E 181.271999 $ 2.450,086 1 E 11 Is E f $ 245009800 f S 2.450098.00 • The Preliminary Draft Reeognicad Obligation Payment Schedule(ROPSI Is to be competed by3/1121112 bythe sueeeneraganey, and subsequently be approved by the oeeralght board Wilmette final ROPS Is submlUedtothe State CoMmflwwd State Department of Finance by Amil 15, 2012. R is not a requirement that the Agreed Upon Procedures Audit be completed boom submitting the final Ovemight Approved BOPS to the State Controller and State Department of prance. '• All total due during fiscal year and payment amounts are projectsd. •"" F-cling •ouross trom the ercce cr ageney. (For tecet 2011- 12 only, references to RPTTF could also mean tax Increment allocated to the Agency pnorto February 1, 2012) RPTTF- Rd—iopmeM Property Tax Trust Fund Bonds - Bond proceeds Other - reanvas, rents, Interest earnings, ate LMIHF- Low and Moderate income Housing Fund Admin- Successor Agency Adnlnlatrathm Allowance •"'•gory der Jantory through JUne 2012 ROPE 8houldlndudeea "1.1res for Pass•through payments. Starting with the Jury through December 2012 ROPS, par HSC section 34183(a)(1), the county auditor controller will make the nm,Imtl pass4hrough Payments prior to transferring Imo the successor a eno R�evelo nt 008 adore ReOraneM Fund for Rama used 81 an overnight board a roved ROPS. ATTACHMENT NO. 3 FIRST AMENDED SECOND RECOGNIZED OBLIGATION PAYMENT SCHEDULE (July — December 2012) FIRST AMENDED SECOND RECOGNIZED OBLIGATION PAYMENT SCHEDULE - CONSOLIDATED FILED FOR THE JULY to DECEMBER 2012 PERIOD Name of Successor Agency Successor Agency to Tustin Community Redevelopment Agency Certification of Oversight Board Chairman: Pursuant to Section 34171(b) of the Health and Safety code, hereby certify that the above is a true and accurate Recognized Enforceable Payment Schedule for the above named agency. Doug Davert Chair Name Title re 10, 2012 Current Total Outstanding Total Due Debt or Obligation During Fiscal Year Outstanding Debt or Obligation $ 171,784,303.00 $ 12,769,835.00 Total Due for Six Month Period Outstanding Debt or Obligation $ 10,618,051.00 Available Revenues other than anticipated funding from RPTTF $ 588,411.00 Enforceable Obligations paid with RPTTF $ 9,737,515.00 Administrative Cost paid with RPTTF $ 292,125.00 Pass - through Payments paid with RPTTF $ Administrative Allowance (up to 3 percent of the property tax allocated to the Redevelopment Obligation Retirement Fund money that is allocated to the successor agency for each fiscal year thereafter, provided, however, that the amount shall not be less than two hundred fifty thousand dollars ($250,000 ) for any fiscal year or such lesser amount as agreed to by the successor agency. However, the allowance amount shall exclude any administrative costs that can be paid from bond proceeds or from sources other than property tax. $ 292,125.45 Certification of Oversight Board Chairman: Pursuant to Section 34171(b) of the Health and Safety code, hereby certify that the above is a true and accurate Recognized Enforceable Payment Schedule for the above named agency. Doug Davert Chair Name Title re 10, 2012 Name of Redavoctimem Agency. Tustin Comtnurdly Ra levelmmerd Agency PMOd Ames) RDA Print Ara AO ... FINN A • Radwatoprnamt Property Tax treat Ford ( RPTTF) MST AfMMED SECOND RECOGNMED OBLIGATION PAYMENT SCHEDULE Par AS 26 • Section 34177 (') payable from the Redavalopn ant property Tax Trust Fund (RPTTFj ContmcliAgmemeai Total Due During ••• P arxs in h eci Namel Debt Obi' 'en EL—Ion Oaf" P - on Proled Arm Total Outstanding D r Fiscal Year _M &F Funding Sores Ju 2012 R 2012 S 2012 CNx 2072 N� m12 Dee 2012 Teel 1) Hanlrg Tax AOocadon Bonds, Soda 20f0 0310112010 Bondholders via The Bank of Naw York Motion Pmcoerls fora ins gale of the Beals will be used to (a) AN 40,684,159 1,816,181 RPTTF 1,270,469 544,728 S 1.015,181 prepay a potion of the Guy Obligation (Aftmdabte Housing Relmbumeae t Agivern mail, (b) fund a reserve aeeand for the Bonds, ad (e) provide for the cost d haudng the Bonds. Total outstanding debt Includes pdmdpai and Interest. 21 Fiscal Agent Fern -TA Bad 2010 0111112010 The Bank of New Yak Melon a hn datretlat d hard aedvi6m iPald annualMl All 5,300 9,300 RPTTF 8,300 6 3 Carnkmtrrg eNedwumservkwdarWtnage aarvtew 10rJWWf0a SM2J1 Applied Belt Psedast; Wgsan 6 Associates Cadiuing disclosure saw;oss for 2010 Housing bonds and All 4,350 1,360 RPTTF 1,550 3300 $ 1.350 rh6raga wrvinss, 4) County Fee County of0 wevial tax collection admirdetmdvo fee AN 213.DM 213,000 RPTTF 213,000 S 213,000 5) removal Gmi1 ramous( f N01120p8 Graft Caning Systems CrgMd tenneal In tiro Town Center and South Central All 13,890 79.690 RPTTF 4.110 4,000 4,000 5 13,800 Redevelopment Prole d Amen Contract is petd fro through CIEO, General and RDA tads. 8) Crramd lee mvafMbl" exxnmamlN propmry search M21201 LoopNel. Inc. Web -based Canmerenl Properyf Search t'a available retail, AN 3.500 3.500 RPTTF s comaadal, Industrial and dither property types in Tustn 7) Conked fa vnbbased txsuness assistance Ink "nation 03!1542011 apafoc Busirsaxs Sscuas, LLD Web -based business riddance tools available on the Cry of AN 1,140 1.140 RPTTF TOsttn xehapa s _ 8) Sled Project Related Caste (kdudbg Santry and tseaeiNa footled ley Ne Fomror ernplcyew fulled by Me Buaxmar Agency ANNUAL PetAUn for employee for dime paljed oyaatio , AN 581,043 581.048 RPTTF 48.942 48,942 49.942 49.942 49.942 c ) Saxwmr Agency) put— Sucu®or Agency &divides for direct Ilea amount wig flutluate annually. The _wl%_ are 49.942 8 299,652 vivilect support perfmmkg project related adiv(Nes imolv9g Me onforceable 0111108donn I siad on Rows #f3419, Rows #28-X36. Roes 91041151. Rona X55•#57, a Ryes #5e -a6B_ 9) PEAS Nabity (aanusly adjusted) City! of Tustin Em pbyaes funded by On Buuxeswr Agency that perform All 110,618 RPTTF 5 - Successor Agency adlvl9es, The ibbil" la rerlawd armually and may inamam ordawwae based on s variety of emroomic and actuarial asaumplions. 10)l Bank Analysis Few Bank of America Few Charge by bank for transactions All 35,000 50.000 RPTTF s _ 11) Payment la Liar d Taxes Agreement - FWders Points 16m111 CNyafTusun Agency rMallums 10 inaare, media of annual paymad All Annual See Raw #11 RPTTF g 12)Peyaen[in Liao of Taxw Agrwment -Omega Gardens; 08113f1 City ofTwlin Agency —tftm is li m race" of annual Payment All Annual See Row X11 RPTTF i 13) Olaw DDMM" Walk 03MIrt004 Redevela eit Agency 9aney McatloAngbrineme site prn>j"d mmplEas wiunihs DOA. To >yl Annual Sea ROwa11 RPTTF 3 the wtara RPTTF bads acs as avablds to fund else anfore—blo ddigati n6 Men Oro obilgation ehd be considered an owuni l or on LMIHF. 14) Arbor Walk Promissory Niles varlas Redevelopmom Agency Agency mernlem to ensure the 10 a for able hanwvmaship AN Anua1 $ao Row X11 RPTTF S units are In a mplisnce will, the Promissory Nolen and moodd ARardebte Housing Covenants. InaMNiarl the Agency prepa mmd meentes atrudable housi g doonmmaaa when oBafdable hanevanen reftwnce or sell !hair h0aws, To the extent RPTTF fun& ars not available to fad Mile adomae owgadwn than Me, obligntsn are! be considered an escumbrance of this LANHF. 151 HarOage Paw DDA 4W1 f12g02 Rndwa6p —d Agency Agency moaibla to emm, 53 units am in— pitmcawNh AD Annual See Raw X71 RPTTF s agadaNSty mqukwwas. Tothe ®dent RPTTF funds are not avaibbio to fund this eMomade odigatbn, than Iho obligation $loll be considered an a m"brance of Me LWHF, lei Heritage Ptacatown Agreemad 0012WD7 Rdevdopmaa Agauy Fhuwkl esdAsrlce, wee provided by one Ag"to the AO Annual Sea Raw 1111 Oevalope, far mmdruction d e nwtlt- (e1mNy project and the Agency munNars the mnaa of the ken agrsurt e(expires 4. W2033L Indrdkg the residual racdpt payment. To the extant RPTTF fads we non nvelable to fund this anforcuble obtgadm, then Nro obllgN6n shelf be mrofdaed an mwmbrance of the L MlHF, 17 ) Slagle and Mupt -17am9y Rehabilitation Loam very Redevalopmam Agauy A gency mention NSingile amByand MuNFFamNy Loses M Amass! See timv #1d RPTTF bollaeenlIe Agantyad Pmperty Ommwadral Sated praperliw. g 18) Asset Transfer Obligations 5ueewabr Agency In accordance with CaMornta Hwhh and 62ety Cade All TO 0 RPTTF Section 34117(e) the Suceelaw Agency is fesponswe for dbpbdrg of assets and propane m dkedd by Bro Overdghl Beard ptu=trd to sabvisiom a of Section 34181, The Swmm"r Agency will incur costs assache ad with Nro truster of asses Including but not gmNed 10 aeeewfar, b0e costa, reoadirg few and any other aasadad closing ros#S. 19) Town Ceder 1400s919 WCA Reduction Plan 0511P2000 AgencJa Tam Center Hamng get-Aside fund figreymed fe Town Cads Housing ".Aside funds Tam Cantu 1,875.042 900.011 RPTTF diverted to support non-bot lfg Redevelopment adlvi#w in WOOD g B00.Ogg Town Caner during the period of 1988 -1892. 20) Tax Alocalm Refunding Buds 1998 (Tale Cases) OTI01f190 Bondholders via us Basic Bad iwm to fund norFhwstg proJacts, Tool oufetvdkrg Town Garner 8,181,760 1838,771 RPTTF debt Incarda pdndpal and Interest. 192,&70 S 1,402,830 21) Fiscal Aged Few - TA Bad 1888 01111W161 UB Bank administrakn of bond ec5voi s Tovst Cads 3,300 1390 RPTTF 3.3W S 3,390 Payable tram Me R"ImMopwant Properly Tax Trust Fund ( RPTTF) P 'd Osie ConDaafAgraanent Exeaabn Date P Description Taal Ouletardkng TOW Due Owing Fiscal Year °• Funding erts monk J 2012 Aug 2(h2 2012 0.12012 Nov 2012 Dee 2012 Total 221 ing di Con edrg disdoaure d arbitrage eervlrxa IM M010 d 9112h9W Applied Best Pmrd{ xe,- WPldan S Associates CaMko tag "*;swe d adrdn lls servlam for 19M bonds Pm TOM Center Debt « on 6,000 2D12- 2013•• 6.000 Source RPTTF 3.000 S 3A00 23) Contract far anglnaedng services 06M912011 Crkkal SVrulwm, inm Struciml engineedrg ealesamem d Stevens Squwe TOwn Cellar fi,tOD 0.100 RP1iF 9000 4,100 Parking Stmdwa S 8.106 24) Stevens Srpwm Pariting Oamgo Decimation or 6ovonanta,Ccna6ws, Mill71T Stevens Square Parking Structure Condwanian There am%Wkg mairdwanto costs as required by the Town Center 49.000 10,840 RPTTF 320 320 325 ResWabns erd Reservations Aeration CCARr In addhkm% the" are onelteua, ddwrad 320 3.820 320 .8 S 6.626 mai(dearrea repairs that 401 be determined by the etnrcluel enghwing awasmatd. The costs associated wdh ogoflg maintenance and ddennd mdntesnce repabsare 25) Ambrose LandFiral Time Mornabuym X/iT12W Redevolo mall Agency 9/ncY esumatee. Agency modlwato aksrnre the 5affordable lwmeawnerehip Trawn Came Aerial Sae Rum 071 RPTTF units are In camptionce %Oh the Prnnisuay Notes all $ " recorded AOerdablehlonaag CcvmaMe. hnaddabn.the Agency prepares and exexaas afkadable housing documents when affardabte homwenms refrasnrx or sea their homes. To the mrlad RPTTF funds am net evollabie to fwd this atdamnabie obligation, than the obilgation aha0 be mnridamd a me mbranes d the .A4HF. 20) Flood Tlmaiamabtryer Promissory tsle 6M0 opmengency Agency montors to ensure She l Ora time born abuyer unit In Tovm Ceder Amuai See Row 011 RPTTF In compliance with the lamersany now and an AffordffiEo S _ HOuaing Coven onL In a idillon, the Agency prepares and eaeculm affordable housing documents when the affordable harroovan" mfmetrcm"selb tlwirhmna To tna extend RPTTF funds are act "enable to land this adarceable obligation, then One obligation shell be considered an alanmtwance of the LMIIF. 21) Makers DOA I Oil SIMI Redevelopment Agency Moalodtga Insure developer a incompalaeree wait Tartu Carder Arawe Saa f#rw N2/ RPTTF wntraauad o6Etgattom. S " 28) OM Town Pam Redep Rehab OM OU1012001 Redevedopmea Agency MaMtortag fO leauro develop" is in compliance with Town Calm Annual See Rau NI i RPTTF oordraaud obliga6ao0. 5 - 29) Plate lahyere OOA 071 ilam Redevelopment Agency Mang rig to insure developer O In compliance with Tarn Cadet Amaal See Raw p11 RPTTF midmaua obligetloro, 5 - 301 Ford Commercial Rehab DDA 01f1611M Redevelopment Agency Mmrewhg to hneue developer is In ompfiance with Town Center Amaral See Row ant RPTTF contractual okeigi tlorm. 5 " 31) Micro Comm DOA 1IT211IMM Rodovelopmerd Agency MoMWd tohnnaedevab"binoom tg P p0ancawM Town Caress Amlwl Sets Raw N11 RPTTF contractual a ligs6m• 5 - 32) Thompson Building OPA DGM1 004 a aepmetgency Mwdlan toh —rg developer lsMcompliance wth town Carta Annual See Row N11 RPTTF mtd7aatai obligattas. S . 33) Stevens Spare Part" Studies. License Agreement (6) VAj Redevolopman Agency Morkwag b Insure a Ikmsas are In mmpaanee with Taws Caner Annual 8m Row N7l RPTTF 34) Fatted Plats Agreements (17) vary Radevdapmmd Agency cmdradual obligations. Moshod m insure sevonteea 17 ng agreements am in Town Center Annual See Rau NUt RPTTF S ' � a�g�� S . 36) Prospect Village Oi7A 06(212604 Redevelopment Agency Llsmawimu k Ensure d evdoper 4 in compliance w0tn Tarn Carta Amid See Row Nit RPTTF Wrnuectae oWigatloro. S ' 36) Public Wort AgmemauBSordh Camrsi Rede ralopmant Project OMMOB19tk1 ity d Tustin Original Loan-amount to the Agency In IM wag inl0dly South Central 38,254,807 3.909.424 RPTTF 1 sakreled to be 533,600,000 for 016 Ilawpwt Avmlar .654,712 S 1.654.712 EMwmbn(Neaporl Underpau)la Edirgm Averwe. The irdam i ula b .6% ebrn the CI10 average yied on inveamems. Repaymerd d iha tads bba�ed m C6ydwlded Phase i wmk(Capki Impmvementprogmm - CIP 70130) that has bean completed on tie Newpad Avenue FstaneiwAR -55 North Bound Ramp Raoonflgeaatiml wed. The Phase t project began In 1693and van completed In March 2020. Phase 1(CIP 701301 contracts not fided on province FOPS or ROPE. Them Is no du milon of obilgatiom Phase 2 work (Cl P 70171) mnsisle d coMrtda band bates In Rave 12-I47 and basso conuaas have nor been double cona'ad in Phax 1. Pursuant to Section 1 PUbho himroveaerd Work of the Public WwksAgreemem, the Successor Agency shall Pay fire"When Projects we completed and in emWnnual insta11mm9n (pa agfttemad j. This (walmem wul rafted wN retmdtumcmwg payments will confirmation of the, O—Ighl Board d Ore adeal increased mats d Dm prejed. 37) Memorandum d UndelSiandeg wait Ormga Gawdy Wader Diadd 09/2 &195 onarge Coumy WderOiand Tax shares agreement (pre AB 7290) corm It» Agency. South Cerdmt 26,000 2.606 RPTTF 361 f Unrt erst nding w1h Merrmmekrmh d Understanding cats ius8n Unified Schad District 06113f19eri Tunas tAebad 9dnoat OEadci Tax dsm allmenerd pm -1290 with Agmmy. The agreanent Sawn ceded 0 0 RPTTF (gym 33401 provides that certain tax seeing Mirmerds would occur over 5 . the Agency has expended $10 milfbn dak m for construction d fscik0as vatta n the South Central Amendment Amu and or retired bonds nu a6nw indebtedness for auah a anslue en as provided la the Agreemard The Agency kaa nor raOmd the indebtedness asoodated with the 1663+ Public wads Agreement and. se ■ rosutt. (hare have boon no payments made fa lee. �} Mmnegndum d tAdanitanding vAth Sarldlaback r3mnmwtpy CaElege 00113(1065 Saddleback Commwd Cob ry age Didrici acre agreement pre-1291) A6erwy Saab CaMml 0 0 RPTTF 0atrid (Seddon 33401 Payment; 6f13f7ON) prlr at rtafn U provides that ceAafn tar[ sharing paymaMS w0uid occur "€tar herring pa cud occur over S _ the Agency has expended $10 mWon dollars for uwnanrdlon d IscUilias whhbn the South Central Amendment Amer and or retired bonds or other Lraatlednnss for such canannaaiwt as provided in the Agrowera Tit Agi my hda not re rW Ito, Indebtednmas44daldd WNh ibe Tg93Publk Works Agreement and, Is a tons ll, Own have boon no payments Wade to dale. Pay" from, the Radsyslopmentl snip" Tex Trust Fund(RPTTF) proad Name l Oebl C- oadAQr— Ehreedbn Oma P Total Oweitendbg To1sIOu&Damg FbWYmr », Funding P ants nrolh J 2012 A 2012 5 2012 Oct 2012 N-2("2 Dec 2012 Total 40) Newpai Av.i8fi551� Ramp ReeoMi9uratia0 1125/2004 Paornas ti0n Mawin8 reed stxvey services Am soft Central 2012- 2013" 41 Nevpod AvISM6 NO F mp Raoonlig iraiion 01282010 AMore o ina Pvigmm managers" services Bcudh Cedmi 13,800 13.800 RPTTF 2,300 2.300 2,300 2.300 2,300 2.300 S t3,8W 42) Newport Av. E)dwalon, WO Edinger Av. 0210=1 DOkken Engineering Final design adwices Sash Ctalre! 1,875 7.500 1,876 7,500 RPTTF RPTTF 300 700 300 300 300 375 li 1,875 43 Newport Av, Earterlsian. WO Edinger 10mmol Nuvis Lsndxapa design eovkes South Centel 19.29D 10.290 RPTTF 2,300 200 3.000 3.000 3.OW 7,000 4.000 a 2x1) 44 W Av. Newport Av. F- xiereMn, WO Ear Av. 12n 8r2QO7 Morrow Mmngemerd Dry Utility design and cowdimtlon services Serdh Central Y,200 1,20O RPTTF 900 900 S 19.290 4 Newport F�demon, S4f0 Frlkgan Av. 1)128201 AndeaortPems Prgmm maragemerdaanvic" South comml 5,000 6,000 RPTTF 1A00 11000 300 1,000 300 S 1.2Q0 48}CBSOnidoer do Billboard 1211WIN4 Redsvebpmord Agency monitoring to lroue licar es is in exenpr. —with South Coaled Annual Bea Raw411 RPTTF 1,000 UM S 5,000 contractual obligations S ' 47) Tustin Gmve Pmmk—y Metes mid AOordethe Housing Coverenm very Rodevelopmend Agency Agency rmoniteB to ensure the sixteen 18 elterdable South Central Annual Sae limy 411 RPTTF homsermeshlp units am In compliance with the Promissory 3 Noir and recorded Affordable Flawing Cavenalda, In addition, the Agency prepares and execees affordable housing documents when allardsWe hamenwrem rrefllivince at will their homes. To the agent RPTTF funds are not available to fund this enforceable ddigetlon, than the obligerion "I be considered an encumbrance of the LIAIFIF, 40) Tustin Owe Affordable Housing DIDN 1212 Ill Redsveiopmem Agency M"Holi g to *mum tle project compaas aft the ODA. To So lf, Cathal Annual Seo liavAl l RPTTF Me extent RPTTF funds am net avatlnWe to fund this S _ enforceable obligation, Men the obligation shri be Ail) Tar Aioation Bonds -INCAS Tudkt, Series 2070 11t01120i 6ondhrrtlers via The Ban of New York Mellon considered an wound ancsd Bee LMtitF, Bond iaere to fund nor - housing projects Tdat cobiterg rg MCAS Tuft 80.914.000 2,811,901 RPTTF debt klehsdes principal and kdeam. 1,814,488 997.413 S 2,811,901 50) Foss! A Hem TA Band 2071) W074201 The Bank d New Yark Mellon admfnlstrston of hod sdheim A4CA9 Tusfi n 3.300 3.300 RPTTF 3,300 51) CcM[ nWtq declosme service A ertldrege services 1013012010 8 8/1201903 Applied Burt Pmciiees; Wi Idan 8 Associates CaN}ving disclosure, envoee for 2010 MCAS bonds a MCAS Tustin 4,350 1,350 RPTTF a 3.300 nbiusge services 1,350 f 1,350 62) Lease in Furtherance of Conveyance (1.I117013) execded l.My 13, 2002 ON1312002 Redevelopment Agency Plopedy Alsnpamad, Mainle since, Erromrmedaf MCAS Tusks V 0 RPTTF between Me Unhad Soles of America and Be City of Tulin far Partlons d R*roaeBstion, eM Rml Fatale o � of City roqutranh by 3 the Former Marine C rpa Air Station Tustin Navy m Lame anal urdl mweysnce d pnope'tles. This Includes asset mamgenta4 and disposal. property management and remedia0on. Direct project related staffing oasts anly msoeidod vdih easel monagemant and disposal wider the LIFOC aroksted In Row811, Contractual response casts for all other resposiaBBi® urger the UFOC Agrermend will be as they are Inured and as requested by Me Owarlmesd of Navy. 53) Lease in Fumnemnnco d Canveyanae (UFOC1 executed ,tune 10, 201)4 eery W004 Redevelopment Agency Property Managenem, MaNtarance, Environmental MCAS Tedln Vann 0 RPTTF bewen the United Sates d America and itm City of Tustin for Pa" 22 Remedfaboo, and Rata Estate o of ru City Is by a ' d She Former Marine Caps Alr Saticn Tustin Navy on Lease suer nm81 convey*rtoe d pmpottim. TNs yar TNT includes and rnanogwnerd and dispoed, popsM1y mmagemad and mrrtediation. Duact projaelMMed atdfirg coals only associated with asxd manaparnad and disposal uderthe LIFOC ate fisted inn Raw 4l l Cwdmctual /asperse costa for all other responab0i6es alder Our UFOC Agreement vati be as they are Incurred and as requested by Me Department it Navy. 541 Economic Development Com e""ce (EDC) Application for Marina ms's 05113!2002 Redweiopment Agency required MCAS Tustin V 0 RPTTF Air Station (MCAS) TrNln as Amasind the Me yppely teller rho Rastas Plan bopted in 2001 Tern Reams lasloledin 2e1Thin E ' includes asset msragemsrd and disposal. property management and mnedla0on. Direct project related ale" easta sswdded with run management and disposal under the EDC am lis4W m Raw 011. Cadmctual response cote Poe all otter rmprasmia0m wider the EDC Agraemmd will be me they are incanted and as requested by Be Department of Navy. 65 Contra For Dsv*bpment Advisor services OWO772810 Dwidep 's Research Imptemrdalbn Solon and 5kalogy MCASTusdrh 11,000 11,000 RMF 6,000 8,000 S 11,000 58 Contract for5gkheaingB ,"ring Oavillm RSF Consulting Pfan deekmd Bad nap servlrae MCASTmAin 54,068 54.058 RPTTF 5.000 5.040 5.000 5.000 S 20.000 57 Contract fur Pluedrr9 Sarviems OW1)7201 SMS Archnods Imphamerdalron Pint and Strategy MCA87ustun 48.000 45.000 RPTTF t5,0o0 16.000 15,(00 58)Cartnact for Services Ettgksarklg OW07lY0f0 HdmrakaBAmoedrdes OwPocBbn Strdegy b mapping services MCAS Tisam 141.540 141.840 RPTTF 4.000 4,000 4,000 4.Wll 691 Coedmd far Fimndd Anrdyds O110momi i David Tawaig 8 Aeso I as nrial S 8.000 adtr7sory aanvlCaa aaaorlated adth dedermirdng MCAS TtsBn 12,750 12,759 RPTTF 12,700 dfehiWlord essaseriads amoddad hviM herkgrotard i 12,750 uimatiulure 'nets 80) NowporM -65 Gdwsy, Wider plan 8 Landscaper Impmvemeats ONMO10 ABF CansdOng PMr INUN m of C4*my Mastar plan and design of wridscaps MCAS rustic 51,809 51,8 RPTTF —10.QW 10. $ 20AM impevmrtsns 811 Webstlef7estbg Agreement 12A1W2010 Canmpm,LLC W"t, hosting for McMCAS Tustinvetsde(Anms1) MCAS Tustin 1.600 1,801) RPrrF 150 15th 15 15 lSQ Ific. S WO 821 Conned for feneerapah, t7FMtll2Uti8 rdiorat Conslmcltrn Rmdsl .Inc Fence ePe13 as needed at MCAS Tustin MCAS Tustin 0.21 2.400 RPTTF 200 3 1,200 83 Contract far Maimetervxd adevrdoped properties 11i2fi'2008 Spectrum Landscaping Makdemrsadundevefoped land(Annusl) MICAS Tustin 71,me 71208 RPTTF Sam 5,934 5934 5,934 6,934 5.804 S 35,804 041 Coventry Coun Regulatory Aft anto am a Dedafeuan of RestrkBve 0913W 1)10 R W- elopmerd Agency Agency morftni recalph of payment In list of taxes as wag MCAS T1stm Annual See Raw 411 RPTTF Cher ants and Supplemental Regulatory Agreemeal a dweloper's complance tvAh sordmahel senior aBadside i housing obligmom related to 153 a fa labfe ads within the PeoJed. Ta Me exled RPTTF f xids aro nor available to find We adurcm611e ablfglion. than the obiption Shen be naniderad an aaembrnace tithe LIAHF, TNSPmg Funding) S 171,423,787 a 12,307.710 S S 2078500 4 118998 S 3178337 a 724!8 E 7O 8 S 4216882 E 9737 16 llwrFuF Page 3(Adv9FUndng) : SO 411 S 60000 WA a !0411 S a0000 a Y00000 S 120 �0 S 1�OOp S 100 a 588411 Pa1ga3(Admkdairetive Coal Allarwnce) FKGmndRftl-AKP a 292125 S 292,126 WA S 48,090 4860 S 48890 a 48890 S 46, 3 48075 S 292,125 m S ST17B4303 S 72789835 S 2,193,60012 2458 S 3327 7 E -241.13613 246 a 4365357 16 106180. • The Preliminary Walt Recognized OhBgnBon Paymerd Behedulo (ROPS) Is lob* eampbted by 3r1i2ot2 by the euedessoi agency. and subsequently be b1'the ePP+'eved ovsmFgM band before the Ord ROPE h whmktedto the Slate Conlrogsrand State Depanmoerl of Flnanea by Apra 18. 2012. R b not a Agree Open Pror:ldrnres Audi be completed baton submitting the that Ovorslghl Approved BOPS to the eteda Controller and Btete DapermlaM of Fireman. ragedremam Vnl dire d " All tolls the during fiscal year and payment dinounts are pmJeexerL ""Funding snurrras tram tlne ereesa■w agerey; (For final 2011.12 only, efamhave to RPTTF could late mean tax hnnrsmam allocated to the Agency prtor to February 1, 2042) RPTTF. Radevetepmerd property Tax Trust Furor Bonds - Bond proceeds other - reserves, rents, interest *menings, etc L1d14F- Low and Modamh income Housina Fund Admin- Successor Appency Administmthe Albwanee NartN of AGCY RDA mj d Ar R FORM B • All 14"IltN SOYl s Otter Ttue wd.r.! rd Prggrty Tw Ti—t Ford RPTTF) Propcta�IN RDA Area Al �u FIRST AMENDED SECOND RECOGNIZED OBLIGATMN PAYMENT SCHEDULE ^� Per AS 26 . Sr eBen 34I77 Cl Name of'Rod dopmanl Agency; Tustin CorrimmyN Redevatopmerd Apancy Project Arne(s) ADA Freed Anse A6 FIRST AMENDED SECOND RECOGNIZED OBLIGATION PAYMENT SCHEDULE Per AS 28 - Section 34177 (') FORM C - AdminlslreSm Coal Allowance Paid With Redmalopmanl Property Tan Trust Fund (RPTTF) Payable from the Adminhha-tive Allowance Allocation Total Due During Ttal Oulatedirg Ft3mlYcsr Funding Pe roams month Prqod NemolOehlObO n e Description m Debtor lion 2012 -2013^ Source•- J v 2012 Aug 2012 Sent 2012 Og1012 NcvZ012 llw2W2 Tota t l Agreement fm Rdmburaernent of Caatw Employees funded by the Administrative Budget for employees, Air 292,125 292,126 Admin 48,80(1 48,690 48,600 40.690 40,800 46,876 $ 292;125 arid CllylAdministmOve Agency Successor Agency Oul —horrid S legal services needed for OPemtkm Loan' between the successor porum Successor Agency dimcladmin3streliveoperauon. The Agency and the City and an ecllvites as needed for dirad Oversight Board of the Suxemor Agency Administrative Budget pmsuerd to adminLsuetive operations es to the Tuahn Commu -Ay Redevelopment California Hearn and Safety Code wall as overhead and legal Agency approved gte admmnshative Section 34177 fl) Preluding salary and servtees. budget on March 13, 2012 and the tenants handed by the Successor Agency Successor Agency adopt ad Successor and adminlstn tive oasis. Administrative Agency Rmolullon No 12.04 on March 20, costs Include the agroenen wnh 2012 approving the Administrative Budget WoodnAt, Spradin 8 Smart 5300.000 for and approved the'Agraement for adminfairstive Isgnl services and the Reimbrramnant of Cash and Leese of Office Space $40,407) CftylSuccessor Agency Operellans Loan'. This amount vrdi fluctuate annually. The Adminetmtive Budget vets calculated M e000ld —with Cablomta Had h and Safety Code Section 341 n (b), 5% of ho Property but eaoeeted to The Successor Agency for FY 2011 -2012. 2) Contract for Legal Services City Aaontey • Woodruff, Legal counsel - public law 6 spedasy, legal Air Ardud expenses Ant" Admin (including Spadlin S Smart Induct covadl as beaded to direct y augrpen included were included in wereicluded in were Inducted in Strutting Your Carbmi S edministrativeadivitfaf. Woodruff. the AdnWddmbva Ina Administrative Raerth; Remy. Thomas, Moose Spred6n S Smart also provides relief Budget - Rev A I Budget - Row Al 8 Maley, Wafers; S Cam perry: servlees under dined project services and and Jeannie Justus) these male ere net double -awned between administmnve- refaled loge mmenses and prole l- related legal 3) Lease of Office Space PK II Holden, LLC expen— office Waco rem All AeNel expenses Actual ..pan Admin S were Included In were Inducted In the Admini=11y me AdminLAmdv Budget -HuwA1 Budget -Row Al 4) AndifEng 6arTElxs While, Nielson, Drehl, E,mrm, Audding of annual Agency expenditures A8 Actual ex penaes Actueleryen' Admin i LLP were included In were Included in Um Adminhatrallve the AdmEOtdmgv Budget - Ravi/ Budget -Raw iH S - 5 S 8 S 7 S 8 S 9 S 10 S 11 $ 12 S 17 S td 17 f 18 S 19 S 20 S 21 f 22 f 23 S 24) s 25 S 28 S 27 S 26 S S S S S S S i Totete • This Pa Be 202 125 f 292,123 is 48 890 $ 48,090 S 4s x00 S 48 800 S 48,090 f 481ST6 f 292.125 • The Pragmfnary Draft Recognind obligation Payment Schedule (ROPE) Is to be completed by 7/112012 by the euem— ageney, and subsequently be approved by the oversight board herons the nnal ROPS la aubmlNed to the State Cenbonr and Slate Deprnremanl of Ffnance by April 15, 2012. It Is not a requiramand that the Agreed Upon Promduras Audit be completed before submitting the final O mmlght Approved ROPS to the Slab Controller and State Department of Finance " All total due during fiscal year and payment amounts am praladaf '� Funding sounms from Ilw sucwswr egvnry: (For fiscal 201142 only, ndsmrtces to RPTTF coadd also mean tax Inammerd allocated to the Agency prior to February t, 2012,) RPTTF- Radevelopment property Tax Trust Fund Bands• fond proceeds Other -roa—a. fonts, mterat aemings, ate LMIHF- Low and Moderate Income Housing Fund Acknu- Successor Agen cy Admintetradvo Allowance "-' • Admdntelrnrnve Cost Allovmnp m era 6%ef FormA 11-month lotahe in 2011.12 and 3%cf FonnA bmomh totals In 2012.13. The calculation should not factor in pass through Payrnents Pa. Td for whh RPTTF In Form D- ATTACHMENT NO. 4 THIRD RECOGNIZED OBLIGATION PAYMENT SCHEDULE (Jan — June 2012) SUMMARY OF RECOGNIZED OBLIGATION PAYMENT SCHEDULE Filed for the January 1, 2013 to June 30, 2013 Period Name of Successor Agency: Successor Agency to the Tustin Community Redevelopment Agency Certification of Oversight Board Chairman: Pursuant to Section 34177(m) of the Health and Safety code, I hereby certify that the above is a true and accurate Recognized Obligation Payment Schedule for the above named agency. Doug Davert Chair Name Title 28- Aug -12 Signature Date Total Outstanding Debt or Obligation Outstanding Debt or Obligation $ 204,706,577 Current Period Outstanding Debt or Obligation Six -Month Total A B C D Available Revenues Other Than Anticipated RPTTF Funding Anticipated Enforceable Obligations Funded with RPTTF Anticipated Administrative Allowance Funded with RPTTF Total RPTTF Requested (B + C = D) 8,771,299 7,927,889 237,837 8,165,726 E F Total Current Period Outstanding Debt or Obligation (A + B + C = E) Should be the same amount as ROPS form six -month total Enter Total Six -Month Anticipated RPTTF Funding (Obtain from county auditor-controller) Variance (E - D = F) Maximum RPTTF Allowable should not exceed Total Anticipated RPTTF Funding $ 16,937,025 10,758,152 $ 2,592,426 Prior Period (January 1, 2012 through June 30, 2012) Estimated vs. Actual Payments (as required in HSC section 34186 (a)) G H 1 J Enter Estimated Obligations Funded by RPTTF (Should be the lesser of Finance's approved RPTTF amount including admin allowance or the actual amount distributed) Enter Actual Obligations Paid with RPTTF Enter Actual Administrative Expenses Paid with RPTTF Adjustment to Redevelopment Obligation Retirement Fund G - H + I = J 11,430,279.12 12,293,945.00 813,359.00 - K Adjusted RPTTF (The total RPTTF requested shall be adjusted if actual obligations paid with RPTTF are less than the estimated obligation amount.) $ 8,165,726 Certification of Oversight Board Chairman: Pursuant to Section 34177(m) of the Health and Safety code, I hereby certify that the above is a true and accurate Recognized Obligation Payment Schedule for the above named agency. Doug Davert Chair Name Title 28- Aug -12 Signature Date Name Of Successor Agency: Successor Agency to the Tustin Community Redevelopment Agency County: Orange RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS III) January 1, 2013 through June 30, 2013 Oversight Board Approval Date: August 28, 2012 Total Funding Source Outstanding Total Due During Contract/Agreement Contract/Agreement Debt or Fiscal Year Bond Reserve lAdmin Item # Project Name / Debt Obligation Execution Date Termination Date Payee Description /Project Scope Project Area Obligation 2012 -13 LMIHF Proceeds Balance Allowance RPTTF Other Six -Month Total Grand Total 1 $ 204,706,577 1 $ 26,754,073 1 $ $ 8,771,299 $ $ 237,837 $ 7,927,889 $ $ 16,937,025 1 Housing Tax Allocation Bonds, Series 03/01/2010 09/01/2039 Bondholders via The Bank of Proceeds from the sale of the Bonds will be used to (a) All 40,664,159 1,815,181 - 2010 New York Mellon prepay a portion of the City Obligation (Affordable Housing Reimbursement Agreement), (b) fund a reserve account for the Bonds, and (c) provide for the cost of issuing the Bonds. Total outstanding debt includes principal and interest. 2 Fiscal Agent Fees - TA Bond 2010 01/19/2010 The Bank of New York Mellon administration of bond activities [paid annually] All 3,300 3,300 3 Continuing disclosure services & 10/30/2010 & 8/12/1993 Applied Best Practices; Continuing disclosure services for 2010 Housing bonds All 4,350 1,350 arbitrage services Willdan & Associates and arbitrage services. 4 Graffiti removal 10/01/2008 Graffiti Control Systems Graffiti removal in the Town Center and South Central All 13,800 13,800 Redevelopment Project Areas. Contract is paid for through CDBG, General and RDA funds. 5 Contract for available commercial 09/29/2010 LoopNet, Inc. Web -based Commercial Property Search for available All 3,500 3,500 $ property search retail, commercial, industrial and other property types in Tustin 6 Contract for web -based business 03/18/2011 Tools for Business Success, Web -based business assistance tools available on the All 1,140 1,140 - assistance information LLC City of Tustin website 7 Direct Project Related Costs (including Former employees funded by ANNUAL Payroll for employees for direct project All 581,043 581,043 281,391 281,391 Salary and Benefits funded by the the Successor Agency that operation; this amount will fluctuate annually. The Successor Agency) perform Successor Agency employees are performing project related activities activities for direct project involving the enforceable obligations listed on Rows #10- support #16, Rows #22434, Rows #454#47, & Rows #51463. 8 PE RS liability (annually adjusted) City of Tustin Employees funded by the Successor Agency that perform All 140,518 0 SuccessorAgency activities. The liability is reviewed annually and may increase or decrease based on a variety of economic and actuarial assumptions. 9 Bank Analysis Fees Bank of America Fees Charged by bank for transactions All 30,000 30,000 30,000 30,000 10 Payment in Lieu of Taxes Agreement - 10/01/1999 City of Tustin Agency monitors to insure receipt of annual payment All Annual See Row #7 - - Flanders Pointe 1 1 Payment in Lieu of Taxes Agreement - 08/13/1998 City of Tustin Agency monitors to insure receipt of annual payment All Annual See Row #7 Orange Gardens (Agreement w /City) 12 Olson DDA/Arbor Walk 03/01/2004 Redevelopment Agency Monitoring to ensure the project complies with the DDA. All Annual See Row #7 To the extent RPTTF funds are not available to fund this enforceable obligation, then the obligation shall be considered an encumbrance of the LMIHF. 13 Arbor Walk Promissory Notes varies Redevelopment Agency Agency monitors to ensure the 10 affordable All Annual See Row #7 homeownership units are in compliance with the Promissory Notes and recorded Affordable Housing Covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes. To the extent RPTTF funds are not available to fund this enforceable obligation, then the obligation shall be considered an encumbrance of the LMIHF. 14 Heritage Place DDA 04/11/2002 Redevelopment Agency Agency monitors to ensure 53 units are in compliance All Annual See Row #7 with affordability requirements. To the extent RPTTF funds are not available to fund this enforceable obligation, then the obligation shall be considered an encumbrance of the LMIHF. 15 Heritage Place Loan Agreement 04/12/2007 Redevelopment Agency Financial assistance was provided by the Agency to the All Annual See Row #7 Developer for construction of a multi - family project and the Agency monitors the terms of the loan agreement (expires 4 -15- 2033), including the residual receipt payment. To the extent RPTTF funds are not available to fund this enforceable obligation, then the obligation shall be considered an encumbrance of the LMIHF. 16 Single and Multi - Family Rehabilitation vary RedevelopmentAgency Agency monitors 6 Single Family and Multi - Family Loans All Annual See Row #7 Loans between the Agency and Property Owners of rehabilitated properties. Total Funding Source Outstanding Total Due During Contract/Agreement Contract/Agreement Debt or Fiscal Year Bond Reserve Item # Project Name / Debt Obligation Execution Date Termination Date Payee Description /Project Scope Project Area Obli ation 2012 -13 LMIHF Proceeds Balance Admin Allowance RPTTF Other Six -Month Total 17 Asset Transfer Obligations TBD Successor Agency In accordance with California Health and Safety Code All 50,000 50,000 50,000 50,000 Section 34117(e) the Successor Agency is responsible for disposing of assets and properties as directed by the Oversight Board pursuant to subvision a of Section 34181. The Successor Agency will incur costs associated with the transfer of assets including but not limited to escrow fees, title costs, recording fees and any other associated closing costs. 18 Town Center Housing Deficit Reduction 05/01/2000 Agency's Town Center Repayment for Town Center Housing Set -Aside funds Town Center 1,876,042 0 Plan Housing Set Aside fund diverted to support non - housing Redevelopment activities in Town Center during the period of 1986 - 1992. (Per AB 1484 - amended Health & Safety Code Section, 34176(e)(6)(B), loan or deferral payments shall not be made prior to the 2013 -2014 fiscal year. As a result, $900,000 has been removed from the 'Total Due During Fiscal Year 2012 -13 column.) 19 Tax Allocation Refunding Bonds 1998 07/01/1998 12/01/2016 Bondholders via US Bank Bond issue to fund non - housing projects. Total Town Center 8,181,750 1,638,771 145,941 145,941 (Town Center) outstanding debt includes principal and interest. 20 Fiscal Agent Fees - TA Bond 1998 01/19/2010 US Bank administration of bond activities Town Center 3,300 3,300 - - 21 Continuing disclosure & arbitrage 10/30/2010 & 8/12/1993 Applied Best Practices; Continuing disclosure & arbitrage services for 1998 bonds Town Center 6,000 6,000 3,000 3,000 services Willdan & Associates 22 Contract for engineering services 06/09/2011 Critical Structures, Inc. Structural engineering assessment of Stevens Square Town Center 8,100 8,100 - - Parking Structure 23 Stevens Square Parking Garage 06/17/1988 Stevens Square Parking There are ongoing maintenance costs as required by the Town Center 43,000 10,840 1,920 1,920 Declaration of Covenants, Conditions, Structure Condominium CC &Rs. In addition, there are one -time, deferred Restrictions and Reservations Association maintenance repairs that will be determined by the structural engineering assessment. The costs associated with ongoing maintenance and deferred maintenance repairs are estimates. 24 Ambrose Lane /First Time Homebuyer 05/17/2000 Redevelopment Agency Agency monitors to ensure the 5 affordable Town Center Annual See Row #7 homeownership units are in compliance with the Promissory Notes and recorded Affordable Housing Covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes. To the extent RPTTF funds are not available to fund this enforceable obligation, then the obligation shall be considered an encumbrance of the LMIHF. 25 First Time Homebuyer Promissory Note 05/17/2000 Redevelopment Agency Agency monitors to ensure the 1 first time homebuyer unit Town Center Annual See Row #7 is in compliance with the Promissory Note and an Affordable Housing Covenant. In addition, the Agency prepares and executes affordable housing documents when the affordable homeowner refinances or sells their home. To the extent RPTTF funds are not available to fund this enforceable obligation, then the obligation shall be considered an encumbrance of the LMIHF. 26 Makena DDA 10/19/2004 Redevelopment Agency Monitoring to insure developer is in compliance with Town Center Annual See Row #7 contractual obligations. 27 Old Town Plaza Retail Rehab DDA 05/10/2001 Redevelopment Agency Monitoring to insure developer is in compliance with Town Center Annual See Row #7 contractual obligations. 28 Plaza Lafayette DDA 07/02/1985 Redevelopment Agency Monitoring to insure developer is in compliance with Town Center Annual See Row #7 contractual obligations. 29 Ford Commercial Rehab DDA 09/15/1998 Redevelopment Agency Monitoring to insure developer is in compliance with Town Center Annual See Row #7 contractual obligations. 30 Micro Center DDA 11/21/1994 Redevelopment Agency Monitoring to insure developer is in compliance with Town Center Annual See Row #7 contractual obligations. 31 Thompson Building OPA 06/06/1994 Redevelopment Agency Monitoring to insure developer is in compliance with Town Center Annual See Row #7 contractual obligations. 32 Stevens Square Parking Structure - vary Redevelopment Agency Monitoring to insure 8 licenses are in compliance with Town Center Annual See Row #7 License Agreement (8) contractual obligations. 33 Potted Plants Agreements (17) vary Redevelopment Agency Monitoring to insure seventeen 17 agreements are in Town Center Annual See Row #7 compliance with contractual obligations. 34 Prospect Village DDA 06/21/2004 Redevelopment Agency Monitoring to insure developer is in compliance with Town Center Annual See Row #7 1 contractual obligations. Total Funding Source Outstanding Total Due During Contract/Agreement Contract/Agreement Debt or Fiscal Year Bond Reserve Item # Project Name/ Debt Obligation Execution Date Termination Date Payee Description /Project Scope Project Area Obli ation 2012 -13 LMIHF Proceeds Balance Admin Allowance RPTTF Other Six -Month Total 35 Public Works Agreement/South Central 06/07/1993 City of Tustin Original Loan amount to the Agency in 1993 was initially South Central 38,254,807 3,909,424 1,954,712 1,954,712 Redevelopment Project estimated to be $33,500,000 for the Newport Avenue Extension (Newport Underpass) to Edinger Avenue. The interest rate is .5% above the City's average yield on investments. Repayment of the loan is based on City - funded Phase 1 work (Capital Improvement Program - CIP 70130) that has been completed on the Newport Avenue Extension /SR -55 North Bound Ramp Reconfiguration Project. The Phase 1 project began in 1993 and was completed in March 2010. Phase 1 (CIP 70130) contracts are not listed on previous EOPS or ROPS. There is no duplication of obligations. Phase 2 work (CIP 70131) consists of contracts listed below in Rows #42447 and these contracts have not been double counted in Phase 1. Pursuant to Section 1 Public Improvement Work of the Public Works Agreement, the Successor Agency shall pay the City when projects are completed and in semi - annual installments (per Section 2 Payment by the Agency of the Agreement). This installment will reflect initial reimbursement payments until confirmation of the Oversight Board of the actual increased costs of the project. 36 Memorandum of Understanding with 03/20/1985 Orange County Water District Tax share agreement (pre -AB 1290) with the Agency. South Central 28,000 0 Orange County Water District (Section Applicability of agreement is questionable because of 33401 Payment; 3/20/1985) provisions with AB1X 26. 37 Memorandum of Understanding with 09/13/1985 Tustin Unified School District Tax share agreement pre -1290 with Agency. The South Central 0 0 Tustin Unified School District (Section agreement provides that certain tax sharing payments 33401 Payment; 9/13/1985) would occur afterthe Agency has expended $10 million dollars for construction of facilities within the South Central Amendment Area and or retired bonds or other indebtedness for such construction as provided in the Agreement. The Agency has not retired the indebtedness associated with the 1993 Public Works Agreement and, as a result, there have been no payments made to date. 38 Memorandum of Understanding with 09/13/1985 Saddleback Community Tax share agreement pre -1290 with Agency. The South Central 0 0 Saddleback Community College District College District agreement provides that certain tax sharing payments (Section 33401 Payment; 9/13/1985) would occur afterthe Agency has expended $10 million dollars for construction of facilities within the South Central Amendment Area and or retired bonds or other indebtedness for such construction as provided in the Agreement. The Agency has not retired the indebtedness associated with the 1993 Public Works Agreement and, as a result, there have been no payments made to date. 39 Newport Av. /SR55 NB Ramp 11/25/2008 Psomas Engineering Mapping and survey services South Central 13,800 13,800 Reconfiguration 40 Newport Av. /SR55 NB Ramp 01/26/2010 AndersonPenna Program management services South Central 1,875 1,875 - - Reconfiguration 41 Newport Av. Extension, N/O Edinger 02/02/2010 Dokken Engineering Final design services South Central 7,500 7,500 1,000 1,000 Av. 42 Newport Av. Extension, N/O Edinger 10/08/2010 Nuvis Landscape design services South Central 19,290 19,290 - - Av. 43 Newport Av. Extension, N/O Edinger 12/16/2007 Morrow Management Dry Utility design and coordination services South Central 1,200 1,200 Av. 44 Newport Av. Extension, N/O Edinger 01/26/2010 AndersonPenna Program management services South Central 5,000 5,000 Av. 45 CBS Outdoor Billboard 12/19/1994 Redevelopment Agency Monitoring to insure licensee is in compliance with South Central Annual See Row #7 contractual obligations. 46 Tustin Grove Promissory Notes and vary Redevelopment Agency Agency monitors to ensure the sixteen 16 affordable South Central Annual See Row #7 Affordable Housing Covenants homeownership units are in compliance with the Promissory Notes and recorded Affordable Housing Covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes. To the extent RPTTF funds are not available to fund this enforceable obligation, then the obligation shall be considered an encumbrance of the LMIHF. 47 Tustin Grove Affordable Housing DDA 12/27/1995 Redevelopment Agency Monitoring to ensure the project complies with the DDA. South Central Annual See Row #7 To the extent RPTTF funds are not available to fund this enforceable obligation, then the obligation shall be considered an encumbrance of the LMIHF. 48 Tax Allocation Bonds - MCAS Tustin, 11/01/2010 09/01/2040 Bondholders via The Ban of Bond issue to fund non - housing projects. Total MICAS Tustin 80,914,088 2,811,901 Series 2010 New York Mellon outstanding debt includes principal and interest. Total Funding Source Outstanding Total Due During Contract/Agreement Contract/Agreement Debt or Fiscal Year Bond Reserve Item # Project Name / Debt Obligation Execution Date Termination Date Payee Description /Project Scope Project Area Obligation 2012 -13 LMIHF Proceeds Balance Admin Allowance RPTTF Other Six -Month Total 49 Fiscal Agent Fees - TA Bond 2010 09/07/2010 The Bank of New York Mellon administration of bond activities MCAS Tustin 3,300 3,300 50 Continuing disclosure services & 10/30/2010 & 8/12/1993 Applied Best Practices; Continuing disclosure services for 2010 MCAS bonds & MCAS Tustin 4,350 1,350 arbitrage services Willdan & Associates arbitrage services 51 Lease in Furtherance of Conveyance 05/13/2002 Redevelopment Agency Property Management, Maintenance, Environmental MCAS Tustin Varies 0 (LIFOC) executed May 13, 2002 Remediation, and Real Estate obligations of City required between the United States of America by Navy on Lease sites until conveyance of properties. and the City of Tustin for Portions of the This includes asset management and disposal, property Former Marine Corps Air Station Tustin management and remediation. Direct project related staffing costs only associated with asset management and disposal under the LIFOC are listed in Row #7. Contractual response costs for all other responsibilities under the LIFOC Agreement will be as they are incurred and as requested by the Department of Navy. 52 Lease in Furtherance of Conveyance 06/16/2004 Redevelopment Agency Property Management, Maintenance, Environmental MCAS Tustin Varies 0 (LIFOC) executed June 16, 2004 Remediation, and Real Estate obligations of City required between the United States of America by Navy on Lease sites until conveyance of properties. and the City of Tustin for Parcel 22 of This includes asset management and disposal, property the Former Marine Corps Air Station management and remediation. Direct project related Tustin staffing costs only associated with asset management and disposal under the LIFOC are listed in Row #7. Contractual response costs for all other responsibilities under the LIFOC Agreement will be as they are incurred and as requested by the Department of Navy. 53 Economic Development Conveyance 05/13/2002 Redevelopment Agency Obligations of City required by Navy in the conveyance of MCAS Tustin Varies 0 (EDC) Application for Marine Corps Air the property underthe Reuse Plan adopted in 2002. This Station (MCAS) Tustin as Amended includes asset management and disposal, property management and remediation. Direct project related staffing costs associated with asset management and disposal under the EDC are listed in Row #7. Contractual response costs for all other responsibilities under the EDC Agreement will be as they are incurred and as requested by the Department of Navy. 54 Contract for Development Advisor 09/07/2010 Developers Research Implementation Plan and Strategy MCAS Tustin 11,000 11,000 - - services 55 Contract for Engineering & Planning 08/08/2010 RBF Consulting Plan check and tract map services MCAS Tustin 54,058 54,058 20,000 20,000 56 Contract for Planning Services 09/07/2010 SMS Architects Implementation Plan and Strategy MCAS Tustin 45,000 45,000 - - 57 Contract for Engineering Services 09/07/2010 Hunsaker & Associates Disposition Strategy & mapping services MCAS Tustin 141,840 141,840 20,000 20,000 58 Contract for Financial Analysis 01/04/2011 David Taussig & Associates financial advisory services associated with determining MCAS Tustin 12,750 12,750 - - distribution of assessments associated with background infrastructure costs 59 Newport/SR-55 Gateway Master plan & 09/09/2010 RBF Consulting Preparation of Gateway Master plan and design of MCAS Tustin 51,689 51,689 31,689 31,689 landscape Improvements landscape improvements 60 Website Hosting Agreement 12/08/2010 Commpro, LLC Website hosting for the MCAS Tustin website (Annual) MCAS Tustin 1,800 1,800 900 900 61 Contract for fence repair 06/18/2008 National Construction Rental, Fence repairs as needed at MCAS Tustin MCAS Tustin 8,210 2,400 1,200 1,200 Inc 62 Contract for Maintenance of 11/20/2006 Spectrum Landscaping Maintenance of undeveloped land (Annual) MCAS Tustin 71,208 71,208 35,604 35,604 undeveloped properties 63 Coventry Court Regulatory Agreement 09/30/2010 Redevelopment Agency Agency monitors receipt of payment in lieu of taxes as MCAS Tustin Annual See Row #7 - - & Declaration of Restrictive Covenants well as developers compliance with contractual senior and Supplemental Regulatory affordable housing obligations related to 153 affordable Agreement units within the Project. To the extent RPTTF funds are not available to fund this enforceable obligation, then the obligation shall be considered an encumbrance of the LMIHF. 64 Contract for Environmental Services 11/16/2010 Pacific States Construction of Tustin Ranch Road Phase 1 Grading & MCAS Tustin 6,000 6,000 Storm Drain (contract may be amended to complete future bond - related projects) 65 Contract for GeoTech Services 09/07/2010 NMG Construction of Tustin Ranch Road Phase 1 Grading & MCAS Tustin 20,100 20,100 - Storm Drain (contract may be amended to complete future bond - related projects) 66 Contract for Construction Management 05/03/2011 Parsons Transportation Group Construction management for Tustin Ranch Road (Phase MCAS Tustin 1,132,918 1,132,918 500,000 500,000 1 and 2) 67 Contract for Environmental Services 11/02/2010 Vandermost Consulting Regulatory Agency consulting MCAS Tustin 2,311 2,311 - - Total Funding Source Outstanding Total Due During Contract/Agreement Contract/Agreement Debt or Fiscal Year Bond Reserve Item # Project Name / Debt Obligation Execution Date Termination Date Payee Description /Project Scope Project Area Obli ation 2012 -13 LMIHF Proceeds Balance Admin Allowance RPTTF Other Six -Month Total 68 Third Amended Agreement for 08/28/2012 Employees funded by the Administrative Budget for employees, overhead & legal All 529,962 529,962 237,837 237,837 Reimbursement of Costs and Successor Agency that services needed for direct administrative operation. The City /Administrative Agency Operations perform Successor Agency Oversight Board of the Successor Agency to the Tustin Loan" between the Successor Agency activites as needed for direct Community Redevelopment Agency approved the and the City and an Administrative administrative operations as administrative budget on March 13, 2012 and the Budget pursuant to California Health well as overhead and legal Successor Agency adopted Successor Agency and Safety Code Section 34177 Q) services. Resolution No. 12 -04 on March 20, 2012 approving the (including salary and benefits funded by Administrative Budget and approved the "Agreement for the Successor Agency and Reimbursement of Costs and City /Successor Agency administrative costs. Administrative Operations Loan ". This amount will fluctuate annually. costs include the agreement with The Adminstrative Budget was calculated in accordance Woodruff, Spradlin & Smart, et al. for with California Health and Safety Code Section 34171(b), administrative legal services and the 3% of the property tax allocated to the Successor Agency Lease of Office Space) for FY 2011 -2012. 69 Third Amended Agreement for 08/28/2012 City of Tustin Phase 2 Tustin Ranch Road Improvements Project All 14,148,794 8,164,931 8,164,931 8,164,931 Reimbursement of Costs and City /Administrative Agency Operations Loan" between the Successor Agency and the City and an Administrative Budget pursuant to California Health and Safety Code Section 34180 (e). Financial assistance for the Phase 1 and Phase 2 Tustin Ranch Road Improvements Project were conditioned upon the provision of matching funds to the City from the MICAS Tustin 2010 Tax Allocation Bonds by the Successor Agency. 70 Direct Project - related costs associated Employees that perform direct Annual Payroll for employees supporting Bond MICAS Tustin 106,368 106,368 with MICAS Tustin Tax Allocation project - related activities for the Covenanted projects Bonds, Series 2010 (including Salary MICAS Tustin Tax Allocation and Benefits of employees) bond - funded projects. 71 Affordable Housing Reimbursement 06/05/2007 City of Tustin Initial Agreement between the City and Agency forthe All 11,452,506 2,888,941 2,888,941 2,888,941 Agreement and First Amendment purpose of reimbursing the City for assisting the Agency Between City and Agency in carrying out its affordable housing obligations at Tustin Field I & ll. 72 South Central Project Area Loan 09/02/2008 City of Tustin Project purposes loan. Amount is derived from Appendix South Central 4,650,000 1,172,981 1,172,981 1,172,981 D of the fourth Five -Year Implementation Plan of the South Central /Town Center Project Areas as adopted on October 5, 2010. Continuation of Loan to Agency on Administrative Agreement adopted by Council on September 7, 2010. The amount was originally loaned to the Agency on September 2, 2008. Prior loans to the Agency were for differing amounts as needed by project area. 73 Housing Tax Allocation Bonds, Series City Attorney - Woodruff, project - specific legal services for bond - related activities All 100,000 100,000 100,000 100,000 2010 - Legal Services Spradlin & Smart (including identified in Row #1 Stradling Yocca Carlson & Rauth; Remy, Thomas, Moose & Manley; Waters & Company; Jeanette Justus; Arbruster Goldsmith & Delvac LLP; Cappello & Noel LLP; and Kutak Rock) 74 Olson DDA/Arbor Walk - Legal City Attorney - Woodruff, project - specific legal services for enforceable obligation All 70,000 70,000 70,000 70,000 Services Spradlin & Smart, et al. activities identified in Rows #12 -13 75 Heritage PlaceDDA/Loan Agreement - City Attorney - Woodruff, project - specific legal services for enforceable obligation All 70,000 70,000 70,000 70,000 Legal Services Spradlin & Smart, et al. activities identified in Rows #14 -15 76 Single and Multi - Family Rehabilitation City Attorney - Woodruff, project - specific legal services for enforceable obligation All 20,000 20,000 20,000 20,000 Loans - Legal Services Spradlin & Smart, et al. activities identified in Row #16 77 Town Center Housing Deficit Reduction City Attorney - Woodruff, project - specific legal services for enforceable obligation Town Center 20,000 20,000 20,000 20,000 Plan - Legal Services Spradlin & Smart, et al. activities identified in Row #18 78 Tax Allocation Refunding Bonds 1998 City Attorney - Woodruff, project - specific legal services for bond - related activities Town Center 100,000 100,000 100,000 100,000 (Town Center) - Legal Services Spradlin & Smart, et al. identified in Row #19 Item # Project Name / Debt Obligation Contract/Agreement Execution Date Contract/Agreement Termination Date Payee Description /Project Scope Project Area Total Outstanding Debt or Obli ation Total Due During Fiscal Year 2012 -13 Funding Source LMIHF Bond Proceeds Reserve Balance Admin Allowance RPTTF Other Six -Month Total 79 Stevens Square Parking Garage Declaration of Covenants, Conditions, Restrictions and Reservations - Legal Services City Attorney - Woodruff, Spradlin & Smart, et al. project - specific legal services for enforceable obligation activities identified in Rows #22 -23 Town Center 70,000 70,000 70,000 70,000 80 Ambrose Lane /First Time Homebuyer - Legal Services City Attorney - Woodruff, Spradlin & Smart, et al. project - specific legal services for enforceable obligation activities identified in Rows #24 -25 Town Center 60,000 60,000 60,000 60,000 81 Tustin Grove - Legal Services City Attorney - Woodruff, Spradlin & Smart, et al. project - specific legal services for enforceable obligation activities identified in Rows #46 -47 South Central 40,000 40,000 40,000 40,000 82 Tax Allocation Bonds - MICAS Tustin, Series 2010 - Legal Services City Attorney - Woodruff, Spradlin & Smart, et al. project - specific legal services for bond - related activities identified in Row# 48 MICAS Tustin 100,000 100,000 100,000 100,000 83 Lease in Furtherance of Conveyance (LIFOC) executed May 13, 2002 between the United States of America and the City of Tustin for Portions of the Former Marine Corps Air Station Tustin - Legal Services City Attorney - Woodruff, Spradlin & Smart, et al. project - specific legal services for enforceable obligation activities identified in Row #51 MICAS Tustin 100,000 100,000 100,000 100,000 84 Lease in Furtherance of Conveyance (LIFOC) executed June 16, 2004 between the United States of America and the City of Tustin for Parcel 22 of the Former Marine Corps Air Station Tustin - Legal Services City Attorney - Woodruff, Spradlin & Smart, et al. project - specific legal services for enforceable obligation activities identified in Row #52 MCAS Tustin 100,000 100,000 100,000 100,000 85 Economic Development Conveyance (EDC) Application for Marine Corps Air Station (MICAS) Tustin as Amended - Legal Services City Attorney - Woodruff, Spradlin & Smart, et al. project - specific legal services for enforceable obligation activities identified in Row #53 MCAS Tustin 100,000 100,000 100,000 100,000 86 Coventry Court Regulatory Agreement & Declaration of Restrictive Covenants and Supplemental Regulatory Agreement - Legal Services City Attorney - Woodruff, Spradlin & Smart, et al. project - specific legal services for enforceable obligation activities identified in Row #63 MICAS Tustin 24,000 24,000 24,000 24,000 87 Affordable Housing Reimbursement Agreement and Affordable Housing DDAs - Legal Services City Attorney - Woodruff, Spradlin & Smart, et al. project - specific legal services for enforceable obligation activities identified in Row #71 All 100,000 100,000 100,000 100,000 88 Contract for Maintenance & Erosion Control 12/07/2010 So Cal Sandbags In accordance with the Economic Development Conveyance Agreement, maintenance of undeveloped portions of the former Marine Corps Air Station, including erosion control MCAS Tustin 429,219 429,219 214,610 214,610 Name of Successor Agency: Successor Agency to the Tustin Community Redevelopment Agency County: Orange RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS III) -- Notes (Optional) January 1, 2013 through June 30, 2013 Item # Notes /Comments 69 Third Amended Agreement for On May 3, 2012, Dep't of Finance (DoF) denied the Successor Agency's use of MCAS Tustin 2010 Tax Allocation Bond funds. On May 10, 2012, the Successor Agency provided a response. In addition, on May 29, 2012, the Oversight Board, Reimbursement of Costs and pursuant to Health & Safety Code Section 34180(e), approved the acceptance of financial assistance from a variety of public and private funding sources for the Tustin Ranch Road Phase 1 and Phase 2 Projects conditioned upon the provision of City /Administrative Agency Operations matching funds from the MCAS Tustin 2010 Tax Allocation Bonds. The Oversight Board authorized the Successor Agency to enter into a reimbursement agreement (Second Amended Agreement) with the City for the Successor Agency's matching Loan" between the Successor Agency contributions to each phase of the Tustin Ranch Road Project from MCAS Tustin Bond Proceeds. The Successor Agency submitted an amended ROPS on July 10, 2012, which included the Second Amended Agreement. On July 28, 2012, the and the City and an Administrative Budget pursuant to California Health amended ROPS was denied. As directed b DoF, we are including his denied obligation in the Third ROPS and the agreement Third Amended Agreement) has been approved b the Successor A enc and Oversight Board. It has been modified y g g g (Third ) pp y g y g and Safety Code Section 34180 (e). to state expenditures can only occur upon DoF approval of the Third ROPS (January 2013 through June 2013). Financial assistance for the Phase 1 and Phase 2 Tustin Ranch Road Improvements Project were conditioned upon the provision of matching funds to the City from the MCAS Tustin 2010 Tax Allocation Bonds by the Successor Agency. 70 Direct Project - related costs associated On May 3, 2012, Dof denied this item. On May 10, 2012, the Successor Agency provided a response. In the MCAS Tustin 2010 Tax Allocation Bonds' Official Statement, it reads the bond proceeds are to be used on various capital improvements with MCAS Tustin Tax Allocation within MCAS Tustin, including the Tustin Rand Road Project. Projects are proceeding and require staff to manage the activity. These staff were working on Bond - related activities prior to the passage of AB1X 26. In addition, DoF approved Bond - Bonds, Series 2010 (including Salary related contracts that were entered into prior to June 29, 2011 and these staff are responsible for these contracts. Finally, the Oversight Board, in accordance with Heath & Safety Code Section 34180(e), approved the provision of matching bond and Benefits of employees) funds as noted in the Third Amended Agreement under Item #70. 71 Affordable Housing Reimbursement On March 29, 2012, Dep't of Finance (DoF) denied this item. On April 10, 2012, the Successor Agency provided a response to DoF, contesting the denial. The Agreement was entered into prior to December 31, 2010. In addition, on page 3 of Agreement and First Amendment DoF's instructions for completing the Recognized Obligation Payment Schedule it states to include sponsoring entity and agency loan agreements "if they were for the sole purpose of securing, or repaying indebtedness obligations written prior to Between City and Agency December 31, 2010 ". The Affordable Housing Reimbursement Agreement was entered into on June 5, 2007 and the Agency had been making annual payments until DoF denied the enforceable obligation. 72 South Central Project Area Loan On March 29, 2012, Dep't of Finance (DoF) denied this item. On April 10, 2012, the Successor Agency provided a response to DoF, contesting the denial. The Loan Agreement was entered into prior to December 31, 2010. In addition, on page 3 of DoF's instructions for completing the Recognized Obligation Payment Schedule it states to include sponsoring entity and agency loan agreements "if they were for the sole purpose of securing, or repaying indebtedness obligations written prior to December 31, 2010 ". The South Central Project Area Loan Agreement was entered into on September 2, 2008. 73 Housing Tax Allocation Bonds, Series Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS 2010 - Legal Services that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #1 on the ROPS. 74 Olson DDA/Arbor Walk - Legal Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS Services that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Items #12 -13 on the ROPS. 75 Heritage PlaceDDA /Loan Agreement - Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS Legal Services that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Items #14 -15 on the ROPS. 76 Single and Multi - Family Rehabilitation Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS Loans - Legal Services that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #16 on the ROPS. 77 Town Center Housing Deficit Reduction Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS Plan - Legal Services that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #18 on the ROPS. 78 Tax Allocation Refunding Bonds 1998 Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS (Town Center) - Legal Services that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #19 on the ROPS. 79 Stevens Square Parking Garage Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS Declaration of Covenants, Conditions, that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal Restrictions and Reservations - Legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended Services ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Items #22 -23 on the ROPS. 80 Ambrose Lane /First Time Homebuyer - Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS Legal Services that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Items #24 -25 on the ROPS. 81 Tustin Grove - Legal Services Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Items #46 -47 on the ROPS. 82 Tax Allocation Bonds - MCAS Tustin, Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS Series 2010 - Legal Services that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #48 on the ROPS. 83 Lease in Furtherance of Conveyance Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS (LIFOC) executed May 13, 2002 that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal between the United States of America services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended and the City of Tustin for Portions of ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #51 on the ROPS. the Former Marine Corps Air Station Tustin - Legal Services 84 Lease in Furtherance of Conveyance Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS (LIFOC) executed June 16, 2004 that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal between the United States of America services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended and the City of Tustin for Parcel 22 of ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #52 on the ROPS. the Former Marine Corps Air Station Tustin - Legal Services 85 Economic Development Conveyance Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS (EDC) Application for Marine Corps Air that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal Station (MCAS) Tustin as Amended - services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended Legal Services ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #53 on the ROPS. 86 Coventry Court Regulatory Agreement Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS & Declaration of Restrictive Covenants that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal and Supplemental Regulatory services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended Agreement - Legal Services ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #63 on the ROPS. 87 Affordable Housing Reimbursement Initially, the Successor Agency submitted one line item on the ROPS referencing project- specific legal services. On April 17, 2012 DoF challenged this item and on April 26, 2012 DoF denied this item. A review of other Successor Agencies' ROPS Agreement and Affordable Housing that were approved for project- specific legal services indicated the legal services were tied specifically to an enforceable obligation project. On May 10, 2012, the Successor Agency provided a response to DoF by providing project- specific legal Covenants - Legal Services services line by line but, believing we needed approval from DoF, we did not amend the ROPS. After we did not receive a response from DoF, the Successor Agency submitted an amended ROPS on July 10, 2012. On July 28, 2012, the amended ROPS was denied. As has been approved for other Successor Agencies, these legal services are project- specific and tied to the enforceable obligation listed under Item #71 on the ROPS. 88 Contract for Maintenance & Erosion On March 29, 2012, DoF denied this item. On April 10, 2012, the Successor Agency provided a response to DoF, contesting the denial. Under the Economic Development Conveyance Agreement executed between the Department of Navy and the Control - So Cal Sandbags City (5/13/2002), it is the responsibility of the former Tustin Community Redevelopment Agency to maintain the properties. Since 2002, the Agency has continually funded and overseen property management/caretaker services with the MCAS Tustin Project Area. Name Of Successor Agency: Successor Agency to the Tustin Community Redevelopment Agency County: Orange Pursuant to Health and Safety Code section 34186 (a) PRIOR PERIOD ESTIMATED OBLIGATIONS vs. ACTUAL PAYMENTS RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS 1) January 1, 2012 through June 30, 2012 LMIHF Bond Proceeds Reserve Balance Admin Allowance RPTTF Other Page/Form Line Project Name / Debt Obligation Payee Description /Project Scope Project Area Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual Grand Total 1 $ $ $ 732,315 $ 632,241 $ $ $ 813,359 $ 813,359 $ 16,267,186 $ 12,295,446 $ $ A 1 Housing Tax Allocation Bonds, Series Bondholders via The Proceeds from the sale of the Bonds will be used All 1,836,423 $ 1,260,785.90 2010 Bank of New York to (a) prepay a portion of the City Obligation Mellon (Affordable Housing Reimbursement Agreement), (b) fund a reserve account for the Bonds, and (c) provide for the cost of issuing the Bonds. Total outstanding debt includes principal and interest. A 2 Fiscal Agent Fees - TA Bond 2010 The Bank of New York administration of bond activities [paid in the first 6 All - Mcllon months of FY 2011 -20121 A 3 Continuing disclosure services & Applied Best Practices; Continuing disclosure services for 2010 Housing All 1,350 1,802 arbitrage services Willdan & Associates bonds and arbitrage services. A 4 County Administrative Fee County of Orange annual tax collection administrative fee All 213,000 A 5 Graffiti removal Graffiti Control Graffiti removal in the Town Center and South All 38,900 28,440 Systems Central Redevelopment Project Areas. Contract is paid for through CDBG, General and RDA funds. A 6 Contract for available commercial LoopNet, Inc. Web -based Commercial Property Search for All 3,500 3,453 property search available retail, commercial, industrial and other property types in Tustin A 7 Contract for web -based business Tools for Business Web -based business assistance tools available All 1,140 1,140 assistance information Success, LLC on the City of Tustin website A 8 Direct Project Related Costs Successor Agency Payroll for employees for direct project operation. All 76,970 259,680 259,680 (including Salary and Benefits funded Total outstanding debt is an annual figure and by the Successor Agency) this amount will fluctuate annually. The employees are performing project related activities involving the enforceable obligations listed on Rows #14420, Rows #27 -#37, Rows #42452, and Rows #56470. A 9 PERS liability (annually adjustable) City of Tustin Employees funded by the Successor Agency that All perform Successor Agency activities. The liability is reviewed annually and may increase or decrease based on a variety of economic and actuarial assumptions. A 10 Payment in Lieu of Taxes Agreement City of Tustin Agency monitors to insure receipt of annual All Flanders Pointe payment. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. A 11 Payment in Lieu of Taxes Agreement City of Tustin Agency monitors to insure receipt of annual All Orange Gardens payment. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. A 12 Olson DDA/Arbor Walk Redevelopment Monitoring to ensure the project complies with All Agency the DDA. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. LMIHF Bond Proceeds Reserve Balance Admin Allowance RPTTF Other Page/Form Line Project Name / Debt Obligation Payee Description /Project Scope Project Area Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual A 13 Arbor Walk Promissory Notes Redevelopment Agency monitors to ensure the 10 affordable All Agency homeownership units are in compliance with the Promissory Notes and recorded Affordable Housing Covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. A 14 Heritage Place DDA Redevelopment Agency monitors to ensure 53 units are in All Agency compliance with affordability requirements. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. A 15 Heritage Place Loan Agreement Redevelopment Financial assistance was provided by the Agency All Agency to the Developer for construction of a multi - family project and the Agency monitors the terms of the loan agreement (expires 4 -15- 2033), including the residual receipt payment. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. A 16 Single and Multi - Family Rehabilitation Redevelopment Agency monitors 6 Single Family and Multi- All Loans Agency Family Loans between the Agency and Property Owners of rehabilitated properties. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. A 17 Town Center Housing Deficit Agency's Town Center Repayment for Town Center Housing Set -Aside Town Center 900,000 900,000 Reduction Plan Housing Set Aside fund funds diverted to support non - housing Redevelopment activities in Town Center during the period of 1986 - 1992. A 18 Tax Allocation Refunding Bonds 1998 Bondholders via US Bond issue to fund non - housing projects. Total Town Center 1,670,660 177,830 (Town Center) Bank outstanding debt includes principal and interest. A 19 Fiscal Agent Fees - TA Bond 1998 US Bank administration of bond activities Town Center - A 20 Continuing disclosure & arbitrage Applied Best Practices; Continuing disclosure & arbitrage services for Town Center 1,407 - services Willdan & Associates 1998 bonds A 21 Contract for engineering services Critical Structures, Inc. Structural engineering assessment of Stevens Town Center 11,720 Square Parking Structure A 22 Stevens Square Parking Garage Stevens Square There are ongoing maintenance costs as Town Center 7,000 Declaration of Covenants, Conditions, Parking Structure required by the CC &Rs. In addition, there are Restrictions and Reservations Condominium one -time, deferred maintenance repairs that will Association be determined by the structural engineering assessment. The costs associated with ongoing maintenance and deferred maintenance repairs are estimates. LMIHF Bond Proceeds Reserve Balance Admin Allowance RPTTF Other Page/Form Line Project Name / Debt Obligation Payee Description /Project Scope Project Area Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual A 23 Ambrose Lane /First Time Homebuyer Redevelopment Agency monitors to ensure the 5 affordable Town Center Agency homeownership units are in compliance with the Promissory Notes and recorded Affordable Housing Covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes.Monitoring of Affordable Housing Covenants. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. A 24 First Time Homebuyer Promissory Redevelopment Agency monitors to ensure the first time Town Center Note Agency homebuyer unit is in compliance with the Promissory Note and an Affordable Housing Covenant. In addition, the Agency prepares and executes affordable housing documents when the affordable homeowner refinances or sells their home. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. A 25 Makena DDA Redevelopment Monitoring to insure developer is in compliance Town Center Agency with contractual obligations. A 26 Old Town Plaza Retail Rehab DDA Redevelopment Monitoring to insure developer is in compliance Town Center Agency with contractual obligations. A 27 Plaza Lafayette DDA Redevelopment Monitoring to insure developer is in compliance Town Center Agency with contractual obligations. A 28 Ford Commercial Rehab DDA Redevelopment Monitoring to insure developer is in compliance Town Center Agency with contractual obligations. A 29 Micro Center DDA Redevelopment Monitoring to insure developer is in compliance Town Center Agency with contractual obligations. A 30 Thompson Building OPA Redevelopment Monitoring to insure developer is in compliance Town Center Agency with contractual obligations. A 31 Stevens Square Parking Structure - Redevelopment Monitoring to insure 8 licenses are in compliance Town Center License Agreements Agency with contractual obligations. A 32 Potted Plants Agreements Redevelopment Monitoring to insure 17 agreements are in Town Center Agency compliance with contractual obligations. A 33 Prospect Village DDA Redevelopment Monitoring to insure developer is in compliance Town Center - Agency with contractual obligations. A 34 Public Works Agreement/South City of Tustin Original Loan amount to the Agency in 1993 was South Central 8,558,775 8,558,775 Central Redevelopment Project initially estimated to be $33,500,000 forthe Newport Avenue Extension (Newport Underpass) to Edinger Avenue. The interest rate is .5% above the City's average yield on investments. Repayment of the loan is based on City - funded Phase 1 work (Capital Improvement Program -CIP 70130) that has been completed on the Newport Avenue Extension /SR -55 North Bound Ramp Reconfiguration Project. The Phase 1 project began in 1993 and was completed in March 2010. Phase 1 (CIP 70130) contracts are not listed on previous EOPS or ROPS. There is no duplication of obligations. Phase 2 work (CIP 70131) consists of contracts listed below in Rows #42 -#49 and these contracts have not been double counted in Phase 1. Pursuant to Section 1 Public Improvement Work of the Public Works Agreement, the Successor Agency shall pay the City when projects are completed and in semi - annual installments (per Section 2 Payment by the Agency of the Agreement). The first installment (January 2012) shall be forthe one payment due during FY 2009 -2010 and the two payments due for FY 2010 -2011. The second installment (June 2012) shall be for the two payments due for FY 2011 -2012 . The two installments will reflect initial reimbursement payments until confirmation of the Oversight Board of the actual increased costs of the project. LMIHF Bond Proceeds Reserve Balance Admin Allowance RPTTF Other Page/Form Line Project Name / Debt Obligation Payee Description /Project Scope Project Area Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual A 35 Memorandum of Understanding with Orange County Water Tax share agreement (pre -AB 1290) with the South Central Orange County Water District District Agency. Applicability of agreement is (Section 33401 Payment; 3/20/1985) questionable because of provisions with AB1X 26. A 36 Memorandum of Understanding with Tustin Unified School Tax share agreement pre -1290 with Agency. The South Central Tustin Unified School District (Section District agreement provides that certain tax sharing 33401 Payment; 9/13/1985) payments would occur after the Agency has expended $10 million dollars for construction of facilities within the South Central Amendment Area and or retired bonds or other indebtedness for such construction as provided in the Agreement. The Agency has not retired the indebtedness associated with the 1993 Public Works Agreement and, as a result, there have been no payments made to date. A 37 Memorandum of Understanding with Saddleback Tax share agreement pre -1290 with Agency. The South Central Saddleback Community College Community College agreement provides that certain tax sharing District (Section 33401 Payment; District payments would occur after the Agency has 9/13/1985) expended $10 million dollars for construction of facilities within the South Central Amendment Area and or retired bonds or other indebtedness for such construction as provided in the Agreement. The Agency has not retired the indebtedness associated with the 1993 Public Works Agreement and, as a result, there have been no payments made to date. A 38 Newport Av. /SR55 NB Ramp Psomas Engineering Mapping and survey services South Central Reconfiguration A 39 NewportAv. /SR55 NB Ramp AndersonPenna Program management services South Central 1,125 - Reconfiguration A 40 Newport Av. Extension, N/O Edinger Dokken Engineering Final design services South Central 92,500 7,386 Av. A 41 Newport Av. Extension, N/O Edinger Nuvis Landscape design services South Central 233 - Av. A 42 Newport Av. Extension, N/O Edinger County of Orange Plan check services South Central 25,000 3,471 Av. (OCFCD) A 43 Newport Av. Extension, N/O Edinger Morrow Management Dry Utility design and coordination services South Central - Av. A 44 Newport Av. Extension, N/O Edinger AndersonPenna Program management services South Central - Av. A 45 Newport Av. Extension, N/O Edinger Southern California Plan check services South Central 25,000 Av. Regional Rail Authority (SCRRA) A 46 CBS Outdoor Billboard Redevelopment Monitoring to insure licensee is in compliance South Central - Agency with contractual obligations. A 47 Tustin Grove Promissory Notes and Redevelopment Agency monitors to ensure the 16 affordable South Central Affordable Housing Covenants Agency homeownership units are in compliance with the Promissory Notes and recorded Affordable Housing Covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. LMIHF Bond Proceeds Reserve Balance Admin Allowance RPTTF Other Page/Form Line Project Name / Debt Obligation Payee Description /Project Scope Project Area Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual A 48 Tustin Grove Affordable Housing Redevelopment Monitoring to ensure the project complies with South Central DDA Agency the DDA. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. A 49 Tax Allocation Bonds - MCAS Tustin, Bondholders via The Bond issue to fund non - housing projects. Total MCAS Tustin 2,440,952 1,009,488 Series 2010 Ban of New York outstanding debt includes principal and interest. Mellon A 50 Fiscal Agent Fees - TA Bond 2010 The Bank of New York administration of bond activities MCAS Tustin 99 3,300 3,300 Mellon A 51 Continuing disclosure services & Applied Best Practices; Continuing disclosure services for 2010 MCAS MCAS Tustin 1,350 1,348 arbitrage services Willdan & Associates bonds & arbitrage services A 52 Lease in Furtherance of Conveyance Redevelopment Property Management, Maintenance, MCAS Tustin - (LIFOC) executed May 13, 2002 Agency Environmental Remediation, and Real Estate between the United States of America obligations of City required by Navy on Lease and the City of Tustin for Portions of sites until conveyance of properties. This the Former Marine Corps Air Station includes asset management and disposal, Tustin property management and remediation. Direct project related staffing costs only associated with asset management and disposal under the LIFOC are listed in Row #11. Contractual response costs for all other responsibilities under the LIFOC Agreement will be as they are incurred and /or as requested by the Department of Navy. A 53 Lease in Furtherance of Conveyance Redevelopment Property Management, Maintenance, MCAS Tustin (LIFOC) executed June 16, 2004 Agency Environmental Remediation, and Real Estate between the United States ofAmerica obligations of City required by Navy on Lease and the City of Tustin for Parcel 22 of sites until conveyance of properties. This the Former Marine Corps Air Station includes asset management and disposal, Tustin property management and remediation. Direct project related staffing costs only associated with asset management and disposal under the LIFOC are listed in Row #11. Contractual response costs for all other responsibilities under the LIFOC Agreement will be as they are incurred and /or as requested by the Department of Navy. A 54 Economic Development Conveyance Redevelopment Obligations of City required by Navy in the MCAS Tustin (EDC) Application for Marine Corps Agency conveyance of the property under the Reuse Air Station (MCAS) Tustin as Plan adopted in 2002. This includes asset Amended management and disposal, property management and remediation. Direct project related staffing costs associated with asset management and disposal under the EDC are listed in Row #11. Contractual response costs for all other responsibilities under the EDC Agreement will be as they are incurred and /or as requested by the Department of Navy. A 55 Contract for Development Advisor Developers Research Implementation Plan and Strategy MCAS Tustin 10,945 - - services A 56 Contract for Engineering & Planning RBF Consulting Plan check and tract map services MCAS Tustin 1,538 24,675 24,675 A 57 Contract for Planning Services SMS Architects Implementation Plan and Strategy MCAS Tustin 7,114 10,000 10,000 A 58 Contract for Engineering Services Hunsaker & Associates Disposition Strategy & mapping services MCAS Tustin 14,316 448 A 59 Contract for Financial Analysis David Taussig & financial advisory services associated with MCAS Tustin 34,750 5,390 Associates determining distribution of assessments associated with background infrastructure costs A 60 Newport/SR -55 Gateway Master plan RBF Consulting Preparation of Gateway Master plan and design MCAS Tustin 55,491 361 & landscape Improvements of landscape improvements Page/Form Line Project Name / Debt Obligation Payee Description /Project Scope Project Area LMIHF Bond Proceeds Reserve Balance Admin Allowance RPTTF Other Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual Estimate Actual A 61 Website Hosting Agreement Commpro, LLC Website hosting for the MCAS Tustin website MCAS Tustin 900 900 A 62 Contract for fence repair National Construction Rental, Inc Fence repairs as needed at MCAS Tustin MCAS Tustin 1,200 1,169 A 63 Contract for Maintenance of undeveloped properties Spectrum Landscaping Maintenance of undeveloped land MCAS Tustin 35,604 35,604 A 64 Coventry Court Regulatory Agreement & Declaration of Restrictive Covenants and Supplemental Regulatory Agreement Redevelopment Agency Agency monitors receipt of payment in lieu of taxes as well as developers compliance with contractual senior affordable housing obligations related to 153 affordable units within the Project. To the extent RPTTF funds are not available to fund this enforceable obligation, the obligation shall be considered an encumbrance of LMIHF funds. MCAS Tustin - B 1 Contract for Environmental Services Pacific States Construction of Tustin Ranch Road Phase 1 Grading & Storm Drain MCAS Tustin 16,857 7,220 B 2 Contract for GeoTech Services NMG Construction of Tustin Ranch Road Phase 1 Grading & Storm Drain MCAS Tustin 20,100 20,100 B 3 Contract for Construction Management Parsons Transportation Group Construction management for Tustin Ranch Road (Phase 1 and 2) MCAS Tustin 564,767 511,111 B 4 Contract for Environmental Services Vandermost Consulting Regulatory Agency consulting MCAS Tustin 2,311 B 5 Direct Project - related costs associated with MCAS Tustin Tax Allocation Bonds, Series 2010 (including Salary and Benefits of employees) Employees that perform direct project- related activities for the MCAS Tustin Tax Allocation bond - funded projects. Annual Payroll for employees supporting Bond- funded projects MCAS Tustin 128,280 93,810 C 1 Agreement for Reimbursement of Costs and City /Administrative Agency Operations Loan" between the Successor Agency and the City and an Administrative Budget pursuant to California Health and Safety Code Section 34177 Q) (including salary and benefits funded by the Successor Agency and administrative costs. Administrative costs include the agreement with Woodruff, Spradlin & Smart $300,000 for administrative legal services and the Lease of Office Space $49,497) Employees funded by the Successor Agency that perform Successor Agency activites as needed for direct administrative operations as well as overhead and legal services. Administrative Budget for employees, overhead & legal services needed for direct administrative operation. The Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency approved the administrative budget on March 13, 2012 and the Successor Agency adopted Successor Agency Resolution No. 12 -04 on March 20, 2012 approving the Administrative Budget and approved the "Agreement for Reimbursement of Costs and City /Successor Agency Operations Loan ". This amount will fluctuate annually. The Adminstrative Budget was calculated in accordance with California Health and Safety Code Section 34171(b), 5% of the property tax allocated to the Successor Agency for FY 2011- 2012. All 813,359 713,928