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HomeMy WebLinkAbout02 COMMUNITY FACILITIES DISTRICT 07-01 06-19-07-DuPORT AGENDA i MEETING DATE: June 19, 2007 TO: William A. Huston, City Manager FROM: Ronald A. Nault, Finance Director Agenda Item 2 Reviewed: City Manager Finance Direct SUBJECT: CONDUCT A PUBLIC HEARING AND HOLD A SPECIAL ELECTION FOR CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) AND ADOPT VARIOUS RESOLUTIONS AND AN ORDINANCE FORMING THE DISTRICT Summary: The actions taken by the City at this time will finalize the formation of the Community Facilities District (CFD) for the Tustin Legacy Retail Center. The City Council will conduct and certify a special election of property owners in the proposed district. Recommendation: 1. Conduct a public hearing to hear presentations by staff and consultants and hear questions and comments from audience. 2. Adopt Resolution No. 07-44, a Resolution of the City Council of the City of Tustin, California, of Formation of City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center), Authorizing the Levy of a Special Tax within the District and Establishing an Appropriations Limit for the District. 3. Adopt Resolution No. 07-45, a Resolution of the City Council of the City of Tustin, California, Deeming it Necessary to Incur Bonded Indebtedness within City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center). 4. Adopt Resolution No. 07-46, a Resolution of the City Council of the City of Tustin, California, Calling Special Election for City of Tustin Community Facilities District No. 07-1. (Tustin Legacy/Retail Center). 5. Direct the City Clerk to open ballots and announce the results of the election. 6. Adopt Resolution No. 07-47, a Resolution of the City Council of the City of Tustin, California, Declaring Results of Special Election and Directing Recording of Notice of Special Tax Lien. 7. Have first reading of Ordinance No. 1339, an Ordinance of the City of Tustin, California, Levying Special Taxes within the City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center). 8. Receive and File the Community Facilities District Report dated June 7, 2007. Fiscal Impact: None. Discussion: The actions recommended to the City Council are the final steps in the process of creating Community Facilities District No. 07-1. The City Council will be asked to review and approve bond and disclosure documents at their meeting on August 7 in anticipation of a bond closing that will fund CFD 07-1 during the week of August 27. Staff and various consultants will be available at the meeting to respond to questions from the City Council. Rona'Id A. Nault Finance Director RAN :ts Attachments CommunityFacilitiesDistrict07-1 PublicHearingStaffReport. doc RESOLUTION NO. 07-44 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN OF FORMATION OF CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER), AUTHORIZING THE LEVY OF A SPECIAL TAX WITHIN THE DISTRICT AND ESTABLISHING AN APPROPRIATIONS LIMIT FOR THE DISTRICT WHEREAS, on May 1, 2007, the City Council (the "City Council") of the City of Tustin (the "City"), pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act"), adopted a resolution entitled "A Resolution of the City Council of the City of Tustin of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes" (the "Resolution of Intention"), stating its intention to establish a community facilities district (the "Community Facilities District") proposed to be named City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center), to authorize the levy of special taxes within the Community Facilities District to finance certain public facilities and services and setting the date for a public hearing to be held on the establishment of the Community Facilities District; WHEREAS, pursuant to the Resolution of Intention, notice of said public hearing was published in The Tustin News, a newspaper of general circulation published in the area of the Community Facilities District, in accordance with the Act; WHEREAS, on June 5, 2007, the City Council opened the public hearing and continued said public hearing to June 19, 2007; WHEREAS, on this date, the City Council opened, conducted and closed said public hearing; WHEREAS, pursuant to the Resolution of Intention, each officer of the City who is or will be responsible for providing one or more of the proposed types of public facilities or services was directed to study, or cause to be studied, the proposed Community Facilities District and, at or before said public hearing, file a report with the City Council containing a brief description of the public facilities and services by type which will in his or her opinion be required to adequately meet the needs of the Community Facilities District, and his or her estimate of the cost of providing such public facilities and services; such officers were also directed to estimate the fair and reasonable cost of the public facilities proposed to be purchased as completed public facilities and of the incidental expenses proposed to be paid; WHEREAS, said report was so filed with the City Council and made a part of the record of said public hearing; WHEREAS, at the hearing, the testimony of all interested persons and taxpayers for or against the establishment of the Community Facilities District, the extent of the Community Facilities District and the furnishing of the specified types of public facilities or services was heard; OHS WEST:260232944.3 WHEREAS, written protests against the establishment of the Community Facilities District, the furnishing of any specified type or types of facilities or services within the Community Facilities District or the levying of any specified special tax were not made or filed at or before said hearing by 50% or more of the registered voters, or six registered voters, whichever is more, residing within the territory proposed to be included in the Community Facilities District, or the owners of one-half or more of the area of land in the territory proposed to be included in the Community Facilities District and not exempt from the special tax; WHEREAS, there has been filed with the City Clerk of the City a letter from the Registration and Elections Department of the County of Orange indicating that 12 or more persons have not been registered to vote within the territory of the proposed Community Facilities District for each of the 90 days preceding the close of said public hearing; WHEREAS, Section 53314.9 of the Act provides that, at any time either before or after the formation of a community facilities district, the legislative body may accept advances of funds from any source, including, but not limited to, private persons or private entities and may provide, by resolution, for the use of those funds for any authorized purpose, including, but not limited to, paying any cost incurred by the local agency in creating a community facilities district; WHEREAS, Section 53314.9 of the Act further provides that the legislative body may enter into an agreement, by resolution, with the person or entity advancing the funds, to repay all or a portion of the funds advanced, as determined by the legislative body, with or without interest, under all the following conditions: (a) the proposal to repay the funds is included in both the resolution of intention to establish a community facilities district adopted pursuant to Section 53521 of the Act and in the resolution of formation to establish a community facilities district pursuant to Section 53325.1 of the Act, (b) any proposed special tax is approved by the qualified electors of the community facilities district pursuant to the Act, and (c) any agreement shall specify that if the qualified electors of the community facilities district do not approve the proposed special tax, the local agency shall return any funds which have not been committed for any authorized purpose by the time of the election to the person or entity advancing the funds; and WHEREAS, the City and Vestar/Kimco Tustin L.P. ("Vestar") have entered into a Deposit and Reimbursement Agreement, dated as of December 1, 2007 (the "Deposit Agreement"), pursuant to which Vestar has heretofore advanced certain funds, and Vestar has agreed to advance additional funds, which have been or may be used to pay costs incurred in connection with the creation of the Community Facilities District and the issuance of special tax bonds thereby and, in accordance with Section 53314.9 of the Act, the City desires to accept such advances and to reimburse Vestar therefor, without interest, from the proceeds of special tax bonds issued by the Community Facilities District; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Tustin as follows: Section 1. The foregoing recitals are true and correct. OHS WEST: 260232944.3 2 Section 2. The Community Facilities District is hereby established pursuant to the Act. Section 3. The Community Facilities District is hereby named "City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)." Section 4. The public facilities (the "Facilities") proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption "Facilities" on Exhibit A hereto, which is by this reference incorporated herein. The portion of such Facilities proposed to be purchased as completed public facilities is described under the caption "Completed Facilities" on Exhibit A hereto. The services (the "Services") proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption "Services" on Exhibit A hereto. The incidental expenses proposed to be incurred are identified under the caption "Incidental Expenses" on Exhibit A hereto. All or any portion of the Facilities may be financed through a financing plan, including, but not limited to, a lease, lease -purchase or installment -purchase arrangement. Section 5. The proposed special tax to be levied within the Community Facilities District has not been precluded by majority protest pursuant to Section 53324 of the Act. Section 6. Except where funds are otherwise available, a special tax sufficient to pay for all Facilities and Services, secured by recordation of a continuing lien against all nonexempt real property in the Community Facilities District, will be annually levied within the Community Facilities District. The rate and method of apportionment of the special tax (the "Rate and Method"), in sufficient detail to allow each landowner within the proposed Community Facilities District to estimate the maximum amount that he or she will have to pay, is described in Exhibit B attached hereto, which is by this reference incorporated herein. The conditions under which the obligation to pay the special tax may be prepaid and permanently satisfied are specified in the Rate and Method. The special tax will be collected in the same manner as ordinary ad valorem property taxes or in such other manner as the City Council shall determine, including direct billing of the affected property owners. The tax year after which no further special tax to pay for public facilities will be levied against any parcel used for private residential purposes is specified in the Rate and Method. Under no circumstances shall the special tax to pay for public facilities levied against any parcel used for private residential purposes be increased as a consequence of delinquency or default by the owner of any other parcel or parcels within the Community Facilities District by more than 10%. For purposes of this paragraph, a parcel shall be considered "used for private residential purposes" not later than the date on which an occupancy permit for private residential use is issued. Section 7. Pursuant to Section 53344.1 of the Act, the City Council hereby reserves to itself the right and authority to allow any interested owner of property within the Community Facilities District, subject to the provisions of said Section 53344.1 and to those conditions as it may impose, and any applicable prepayment penalties as prescribed in the bond indenture or comparable instrument or document, to tender to the Community Facilities District treasurer in full payment or part payment of any installment of the special taxes or the interest or penalties thereon which may be due or delinquent, but for which a bill has been received, any bond or OHS WEST: 260232944.3 3 other obligation secured thereby, the bond or other obligation to be taken at par and credit to be given for the accrued interest shown thereby computed to the date of tender. Section 8. The name, address and telephone number of the office which will be responsible for preparing annually a current roll of special tax levy obligations by assessor's parcel number and which will be responsible for estimating further special tax levies pursuant to Section 53340.1 of the Act are as follows: Finance Director, City of Tustin, 300 Centennial Way, Tustin, California 92680, (714) 573-3061. Section 9. Upon recordation of a notice of special tax lien pursuant to Section 3114.5 of the California Streets and Highways Code, a continuing lien to secure each levy of the special tax shall attach to all nonexempt real property in the Community Facilities District and this lien shall continue in force and effect until the special tax obligation is prepaid and permanently satisfied and the lien canceled in accordance with law or until collection of the tax by the City Council ceases. Section 10. The boundary map of the Community Facilities District has been recorded in the County of Orange in Book 92 at Pages 26027 of Maps of Assessments and Community Facilities Districts in the office of the County Recorder of the County of Orange as Instrument No. 2007000302162. Section 11. The annual appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, of the Community Facilities District is hereby established at $16,000,000. Section 12. Pursuant to the provisions of the Act, the levy of the special tax and a proposition to establish the appropriations limit specified above shall be subject to the approval of the qualified electors of the Community Facilities District at a special election. The City Council hereby finds and determines that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of the public hearing held by the City Council on the establishment of the Community Facilities District. Accordingly, pursuant to Section 53326 of the Act, the vote shall be by the landowners of the Community Facilities District and each landowner who is the owner of record as of the close of said public hearings, or the authorized representative thereof, shall have one vote for each acre or portion of an acre that he or she owns within the Community Facilities District. The voting procedure shall be by mailed or hand-delivered ballot. Section 13. Vestar has heretofore advanced certain funds, and may advance additional funds, which have been or may be used to pay costs incurred in connection with the creation of the Community Facilities District and the issuance of special tax bonds thereby. The City Council has previously approved the acceptance of such funds for the purpose of paying costs incurred in connection with the creation of the Community Facilities District and the issuance of special tax bonds thereby. The City Council proposes to repay all or a portion of such funds expended for such purpose, solely from the proceeds of such bonds, pursuant to the Deposit Agreement. The Deposit Agreement is hereby incorporated herein as though set forth in full herein. OHS WEST:260232944.3 4 Section 14. The City Council hereby finds and determines that all proceedings up to and including the adoption of this Resolution were valid and in conformity with the requirements of the Act. In accordance with Section 53325.1 of the Act, such finding shall be final and conclusive. Section 15. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things which they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof. Section 16. This Resolution shall take effect immediately upon its adoption. APPROVED and ADOPTED by the City Council of the City of Tustin on June 19, 2007. Lou Bone, Mayor ATTEST: Pamela Stoker, City Clerk OHS WEST: 2602 32 944.3 5 EXHIBIT A FACILITIES, SERVICES AND INCIDENTAL EXPENSES Facilities The types of facilities proposed to be financed by the Community Facilities District are street improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, storm drains, utilities, public parks and recreation facilities, public library facilities, fire protection facilities and equipment and land, rights-of-way and easements necessary for any of such facilities. Completed Facilities The types of facilities to be purchased as completed facilities are street improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, storm drains, utilities, public parks and recreation facilities, public library facilities, fire protection facilities and equipment and land, rights-of-way and easements necessary for any of such facilities. Services The types of services proposed to be financed by the Community Facilities District are police protection services, fire protection services, ambulance and paramedic services, recreation program services, maintenance of parks, parkways and open space and flood and storm protection services. Incidental Expenses The incidental expenses proposed to be incurred include the following: (a) the cost of planning and designing public facilities to be financed, including the cost of environmental evaluations of those facilities; (b) the costs associated with the creation of the Community Facilities District, issuance of bonds, determination of the amount of taxes, collection of taxes, payment of taxes, or costs otherwise incurred in order to carry out the authorized purposes of the Community Facilities District; and (c) any other expenses incidental to the construction, completion, and inspection of the authorized work. OHS WEST:260232944.3 A-1 EXHIBIT B RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX OHS WEST:260232944.3 B-1 RATE AND METHOD OF APPORTIONMENT FOR CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT No. 07-01 (TUSTIN LEGACY/ RETAIL CENTER) A Special Tax shall be levied and collected on all Assessor's Parcels located within the boundaries of City of Tustin Community Facilities District No. 07-01 (Tustin Legacy / Retail Center) ("CFD No. 07-01 "). The amount of Special Tax to be levied in each Fiscal Year on an Assessor's Parcel in CFD No. 07-01, commencing in Fiscal Year 2007-2008, shall be determined through the application of this Rate and Method of Apportionment as described below. All of the real property in CFD No. 07- 01, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS In addition to the capitalized terms set forth in the preceding paragraph, capitalized terms used in this Section A shall have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County parcel map. The square footage of an Assessor's Parcel is equal to the Acreage of such parcel multiplied by 43,560. "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the actual or reasonably estimated costs directly related to the administration of CFD No. 07-01, including but not limited to the following: (i) the costs of computing the Special Taxes and of preparing the annual Special Tax collection schedules (whether by the CFD Administrator or designee thereof, or both); (ii) the costs of collecting the Special Taxes (whether by the City, County, or otherwise); (iii) the costs of remitting the Special Taxes to the fiscal agent or Trustee for any Bonds; (iv) the costs of commencing and pursuing to completion any foreclosure action arising from delinquent Special Taxes; (v) the costs of the fiscal agent or Trustee (including its legal counsel) in the discharge of the duties required of it under any Indenture; (vi) the costs of the City, or its designee of complying with arbitrage rebate and disclosure requirements of applicable federal and State of California securities laws, the Act, and the California Government Code, including property owner or Bond owner inquiries regarding the Special Taxes; (vii) the costs associated with the release of funds from any escrow account; (viii) the costs of the City, or its designee related to any appeal of a Special Tax; and (ix) an allocable share of the salaries of the City staff and City overhead expense directly relating to the foregoing. Administrative Expenses shall also include amounts advanced by the City or the City for any administrative purposes of CFD No. 07-01. "Assessor's Parcel" or "AP" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's parcel number. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 1 "Assessor's Parcel Map" means an official map of the County Assessor designating parcels by Assessor's Parcel number. "Authorized Facilities" means those authorized facilities proposed to be financed by CFD No. 07-01 pursuant to the Act and listed in Exhibit A to this Rate and Method of Apportionment. "Authorized Services" means those authorized services proposed to be financed by CFD No. 07-01 pursuant to the Act and listed in Exhibit A to this Rate and Method of Apportionment. "Bonds" means any bonds or other debt (as defined in Section 53317(d) of the Act), whether in one or more series, issued by CFD No. 07-01 under the Act. "CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement for Facilities and the Special Tax Requirement for Services and providing for the levy and collection of the Special Taxes. "CFD No. 07-01" means City of Tustin Community Facilities District No. 2007-01 (Tustin Legacy/ Retail Center). "City" means the City of Tustin, California. "Council" means the City Council of the City, acting as the legislative body of CFD No. 07-01. "County" means the County of Orange, California. "Developed Property" means for a Fiscal Year, all Taxable Property (i) which was within a Final Map that was recorded prior to January 1 of the previous Fiscal Year, and (ii) for which a building permit for new construction, other than the construction of a garage, parking lot, parking structure or street, was issued after January 1, 2005, but prior to January 1 of the previous Fiscal Year. "Exempt Property" means any Lot located within the boundaries of CFD No. 07-01 which is exempt from the Special Tax pursuant to law or Section G below. "Final Map" means a final map, lot line adjustment, or parcel map, or portion thereof, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) and recorded with the County Recorder that creates individual Lots for which building permits may be issued. The term "Final Map" shall not include any Assessor's Parcel Map or subdivision map or portion thereof that does not create individual Lots for which a building permit may be issued. "Fiscal Year" means the twelve month period starting on July 1 of any calendar year and ending the following June 30. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 2 "Floor Area" or "FA" for Residential or Non-residential Property means the total of the gross area of the floor surfaces within the exterior wall of the building, not including space devoted to stairwells, basement storage, required corridors, public restrooms, elevator shafts, light courts, vehicle parking and areas incident thereto, mechanical equipment incidental to the operation of such building, and covered public pedestrian circulation areas, including atriums, lobbies, plazas, patios, decks, arcades and similar areas, except such public circulation areas or portions thereof that are used solely for commercial purposes. The determination of Floor Area shall be made by reference to appropriate records kept by the Department of City Planning or Department of Building and Safety. Notwithstanding the above, for purposes of determining the square footages of Floor Area for the Original Parcels in order to determine the allocation of Special Tax A to Successor Parcels, the square footages listed in Table 3 shall apply. "Future Public Property" means Taxable Property at the time of formation of CFD No. 07- 01 that becomes Public Property at some point thereafter. "Indenture" means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time. "Land Use" means the classification of Taxable Property, as identified in Section B below. "Lot" means a lot created by a Final Map for which building permits may or have already been issued for either residential or non-residential structures. "Maximum Special Tax" means the Maximum Special Tax A and/ or Maximum Special Tax B, as applicable. "Maximum Special Tax A" means the Maximum Special Tax A, determined in accordance with Section C, that can be levied in any Fiscal Year on any Assessor's Parcel. "Maximum Special Tax B" means the Maximum Special Tax B, determined in accordance with Section C, that can be levied in any Fiscal Year on any Assessor's Parcel. "Non-residential Property" means all Lots of Developed Property for which a building permit permitting the construction of one or more non-residential buildings or facilities has been issued by the City. "Original Parcel" means a Lot which was valid for Fiscal Year 2007-2008, as listed in Table 1 and Table 3 of Section C below. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 3 "Privately Owned Specific Retail Property" means property consisting of the followiniz Lots: "Proportionately" means that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Lots of Taxable Property. "Public Property" means (i) any Assessor's Parcel for which the owner of record, as determined from the County Assessor's secured tax roll for the Fiscal Year in which the Special Tax is being levied, is the federal government, the State of California, the County, the City, or any local government or other governmental agency, (ii) any property within a Final Map that is located within the boundaries of CFD No. 07-01 and was recorded as of the January 1 preceding the Fiscal Year in which the Special Tax is being levied and which, as determined from such Final Map, is or will be a public street, or (iii) any Assessor's Parcel which, as of the April 1 preceding the Fiscal Year for which the Special Tax is being levied, has been conveyed, irrevocably dedicated to, or irrevocably offered to the federal government, the State of California, the County, the City, or any local government or other governmental agency, provided such conveyance, dedication, or offer is submitted to the CFD Administrator prior to the May 1 preceding the Fiscal Year for which the Special Tax is being levied. "Remainder Lot" means Successor Parcels designated as a remainder lot by the CFD administrator for which a no building permit will be issued for a Taxable Property use (e.g., Public Property). "Residential Property" means all Lots of Developed Property for which a building permit permitting the construction thereon of one or more residential dwelling units has been issued by the City. "Special Tax" means the Special Tax A and/or Special Tax B, as applicable. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 4 Instrument Number Lot Lot Line Adjustment (Recording Date) 2006000276405 Parcel 2 2006-01 (4/25/06) 2006000744979 Parcel 1 2006-07 (11/13/06) 2006000744979 Parcel 2 2006-07 (11/03/06) 2006000419431 Parcel 2 2006-02 (6/22/06) 2006000419912 Parcel 4 2006-03 (6/23/06) AP: 434-431-24 NA NA AP: 434-441-12 NA NA "Proportionately" means that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Lots of Taxable Property. "Public Property" means (i) any Assessor's Parcel for which the owner of record, as determined from the County Assessor's secured tax roll for the Fiscal Year in which the Special Tax is being levied, is the federal government, the State of California, the County, the City, or any local government or other governmental agency, (ii) any property within a Final Map that is located within the boundaries of CFD No. 07-01 and was recorded as of the January 1 preceding the Fiscal Year in which the Special Tax is being levied and which, as determined from such Final Map, is or will be a public street, or (iii) any Assessor's Parcel which, as of the April 1 preceding the Fiscal Year for which the Special Tax is being levied, has been conveyed, irrevocably dedicated to, or irrevocably offered to the federal government, the State of California, the County, the City, or any local government or other governmental agency, provided such conveyance, dedication, or offer is submitted to the CFD Administrator prior to the May 1 preceding the Fiscal Year for which the Special Tax is being levied. "Remainder Lot" means Successor Parcels designated as a remainder lot by the CFD administrator for which a no building permit will be issued for a Taxable Property use (e.g., Public Property). "Residential Property" means all Lots of Developed Property for which a building permit permitting the construction thereon of one or more residential dwelling units has been issued by the City. "Special Tax" means the Special Tax A and/or Special Tax B, as applicable. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 4 "Special Tax A" means the special taxes to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax Requirement for Facilities. "Special Tax B" means the special taxes to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax Requirement for Services. "Special Tax Requirement for Facilities" means (a) that amount with respect to CFD No. 07-01 required in any Fiscal Year to pay (i) for annual debt service on all outstanding Bonds due in the calendar year which commences in such Fiscal Year; (ii) periodic costs on the Bonds, including, but not limited to, the costs of remarketing, credit enhancement, and liquidity facility fees (including such fees for instruments that serve as the basis of a reserve fund in lieu of cash related to any such Bonds) and rebate payments; (iii) the Administrative Expenses; (iv) any reasonably anticipated delinquent Special Taxes based on the delinquency rate for Special Taxes levied in the previous Fiscal Year or otherwise reasonably expected; (v) any amounts required to establish or replenish any reserve funds established for the Bonds, and less (b) available funds as directed under the Indenture. "Special Tax Requirement for Services" means the amount required in any Fiscal Year for CFD No. 07-01 to (i) pay directly for Authorized Services due in the calendar year commencing in such Fiscal Year, (ii) pay a proportionate share of Administrative Expenses; less (iii) a credit for funds available to reduce the annual Special Tax B levy, as determined by the CFD administrator. "State" means the State of California. "Successor Parcel" means a Lot created by a Final Map, lot line adjustment, or similar instrument that is not an Original Parcel. "Taxable Property" means all Lots which are not exempt from the Special Tax pursuant to law or Section G below. "Trustee" means the trustee or fiscal agent under the Indenture. "Undeveloped Property" means, for each Fiscal Year, all Taxable Property not classified as Developed Property or Public Property. B. ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, commencing with Fiscal Year 2007-2008,. all Taxable Property shall be classified as either Developed Property, Undeveloped Property, or Public Property and shall be subject to Special Taxes in accordance with this Rate and Method of Apportionment determined pursuant to Sections C, D, and E below. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 5 C. MAXIMUM SPECIAL TAX 1. Special Tax A Only the Lots identified in Table 1 below are subject to Special Tax A. a. Developed Property The Maximum Special Tax A for each Lot of Developed Property shall be the applicable Maximum Special Tax A identified in Table 1 below. Table 1 Fiscal Year 2007-2008 Maximum Special Tax A Community Facilities District No. 07-01 The Fiscal Year 2007-2008 Maximum Special Tax A, identified in Table 1 above, shall increase, commencing on July 1, 2008 and on July 1 of each Fiscal Year thereafter, by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 6 Recording Date Maximum Special Tax A Lot (Instrument Number) 2006-07 APN 434-441-18 NA $745098 Parcel 1 of LLA No. 2006-01 06/22/2006 $19,458 (No. 2006000419431) 2006-07 APN 434-441-16 NA $4095774 11/03/2006 Parcel 1 of LLA No. 2006-05 $16,500 (No. 2006000744977) 06/23/2006 Parcel 1 of LLA No. 2006-04 $13,200 (No. 2006000421177) Parcel 2 of LLA No. 2006-03 06/23/2006 $12,926 (No. 2006000419912) Parcel 3 of LLA No. 2006-03 06/23/2006 $101725 (No. 2006000419912) 06/22/2006 Parcel 1 of LLA No. 2006-02 $19,846 (No. 2006000419431) 06/23/2006 Parcel 2 of LLA No. 2006-04 $317,338 (No. 2006000421177) The Fiscal Year 2007-2008 Maximum Special Tax A, identified in Table 1 above, shall increase, commencing on July 1, 2008 and on July 1 of each Fiscal Year thereafter, by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 6 b. Undeveloped Property The Fiscal Year 2007-2008 Maximum Special Tax A for each Assessor's Parcel of Undeveloped Property shall be $26,051 per Acre, and shall increase, commencing on July 1, 2008 and on July 1 of each Fiscal Year thereafter, by an amount equal to two percent (2%) of the Maximum Special Tax A for the previous Fiscal Year. 2. Special Tax B All Assessor's Parcels of Developed Property within CFD No. 07-01 will be subject to Special Tax B, unless exempted pursuant to Section G below. a. Maximum Special Tax B The Fiscal Year 2007-2008 Maximum Special Tax B shall be $0.06 per square foot of Floor Area. b. Increase in the Maximum Special Tax B The Fiscal Year 2008-2009 Maximum Special Tax B for Developed Property shall be $0.12 per square foot of Floor Area. The Fiscal Year 2009-2010 Maximum Special Tax B for Developed Property shall be $0.18 per square foot of Floor Area. The Fiscal Year 2010-2011 Maximum Special Tax B for Developed Property shall be $0.25 per square foot of Floor Area. On each July 1, commencing July 1, 2011, after the Maximum Special Tax B has been increased to $0.25 per square foot of Floor Area, the Maximum Special Tax B shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. Table 2 Maximum Special Tax B 2007-08 through 2011-12 City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 7 Maximum Fiscal Year Special Tax B 2007-08 $0.06 2008-09 $0.12 2009-10 $0.18 2010-11 $0.25 Escalates by 2011-12 2% annuall City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 7 D. ALLOCATION OF MAXIMUM SPECIAL TAX A 1. Original Parcels Square footage of Floor Area for the Original Parcels is shown in Table 3 below. Table 3 FA of Original Parcels Community Facilities District No. 07-01 Original Parcels Square Footage of Floor Area* 2006-07 APN 434-441-18 44,908 Parcel 1 of LLA No. 2006-01 11,793 2006-07 APN 434-441-16 248,348 Parcel 1 of LLA No. 2006-05 105000 Parcel 1 of LLA No. 2006-04 85000 Parcel 2 of LLA No. 2006-03 7,834 Parcel 3 of LLA No. 2006-03 6,500 Parcel 1 of LLA No. 2006-02 121028 Parcel 2 of LLA No. 2006-04 192,326 *Square footage amounts contained herein are for the purpose of setting Special Tax A rates and may not conform to the square foot amounts as shown on a building permit. The square foot amounts contained herein will govern for purposes of implementing this Rate and Method of Apportionment. 2. Methodology for Allocating Maximum Special Tax A to Successor Parcels If any Original Parcel reflected in Table 3 above is subsequently changed or modified by the recordation of a Final Map, lot line adjustment or similar instrument, the total Maximum Special Tax A for all of the newly created Successor Parcels affected by such Final Map, lot line adjustment or similar instrument, excluding any Lot classified as a Remainder Lot, shall be equal to the Maximum Special Tax A of the Original Parcel(s). Maximum Special Tax for Successor Parcels shall be computed as follows: a. Determine the square footage of Floor Area for each Lot and Remainder Lot located within the Final Map, lot line adjustment or similar instrument that created the Successor Parcels. City of Tustin April 26, 2007 Communitv Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 8 b. Divide the square footage of Floor Area for each newly created Lot by the aggregate square footage of Floor Area of all Lots of Taxable Property calculated in paragraph "a," to determine the percentage of the aggregate square footage of Floor Area to be allocated to each such Lot. c. Multiply the percentages(s) computed in paragraph "b" by the Maximum Special Tax A of the Original Parcel to determine the Maximum Special Tax A for each Lot. The aggregate Special Tax for the Lots will be levied on the corresponding Assessor's Parcels. E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX 1. Special Tax A Commencing with Fiscal Year 2007-2008 and for each following Fiscal Year, the Council shall determine the Special Tax Requirement for Facilities and shall levy the Special Tax A until the total Special Tax A levy equals the Special Tax Requirement for Facilities. The Special Tax A shall be levied each Fiscal Year as follows: First: The Special Tax A shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Maximum Special Tax A for Developed Property; Second: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first step has been completed, the Special Tax A shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property at up to 100% of the applicable Maximum Special Tax A for Undeveloped Property. Notwithstanding the above, under no circumstances will the Special Tax A levied against any Assessor's Parcel of Residential Property for which a certificate of occupancy has been issued be increased by more than ten percent as a consequence of delinquency or default by the owner of any other Assessor's Parcel within CFD No. 07-01. 2. Special Tax B Commencing with Fiscal Year 2007-2008 and for each following Fiscal Year, the Council shall levy the Special Tax B until the total Special Tax B levy equals the Special Tax Requirement for Services. The Special Tax B shall be levied each Fiscal Year as follows: The Special Tax B shall be levied Proportionately on each Assessor's Parcel of Developed Property within CFD No. 07-01 at up to 100% of the applicable Maximum Special Tax B for such parcel. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 9 F. FUTURE PUBLIC PROPERTY If any of the Original Parcels identified in Table 1 are acquired by a public entity through negotiated transaction, by gift, or devise, the present owner of that Parcel will be required to prepay and permanently satisfy the Special Tax A associated with such Parcel. G. EXEMPTIONS 1. Special Tax A No Special Tax A shall be levied on Privately Owned Specific Retail Property or Public Property. 2. Special Tax B No Special Tax B shall be levied on Public Property or Undeveloped Property. H. MANNER OF COLLECTION The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes and shall be subject to the same penalties, the same procedure, sale and lien priority in the case of delinquency; provided, however, that the Special Tax may be billed directly and/or may be collected at a different time or in a different manner if necessary or convenient to meet the financial obligations of CFD No. 07-01, or as otherwise determined by the CFD Administrator. The foreclosure remedies provided for in the Indenture shall apply upon the nonpayment of Special Tax A. I. REVIEWS AND APPEALS Any taxpayer may file a written appeal of the Special Tax levied on his/her property with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes. During the pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant's property. No refunds of previously paid Special Taxes shall be made. J. PREPAYMENT OF SPECIAL TAX A 1. Prepayment in Full The obligation of an Assessor's Parcel to pay the Special Tax A may be prepaid and permanently satisfied as described herein; provided that a prepayment may be made only for Assessor's Parcels of Developed Property, or an Assessor's Parcel of Undeveloped Property City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 10 for which a building permit has been issued, and only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax A obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount of such Assessor's Parcel. The CFD Administrator may charge a reasonable fee for providing this service. Prepayment must be made not less than 45 days prior to the next occurring date that notice of redemption of Bonds from the proceeds of such prepayment may be given to the Trustee pursuant to the Indenture. The following additional definitions apply to this Section J: "Buildout" means, for CFD No. 07-01, that all expected building permits have been issued. "Previously Issued Bonds" means, for any Fiscal Year, all Outstanding Bonds that are deemed to be outstanding under the Indenture after the first interest and/or principal payment date following the current Fiscal Year. The Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount plus Redemption Premium plus Defeasance Amount plus Administrative Fees and Expenses less Reserve Fund Credit less Capitalized Interest Credit Total: equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Paragraph No.: 1. Confirm that no Special Tax delinquencies apply to such Assessor's Parcel. 2. For Assessor's Parcels of Developed Property, determine the Maximum Special Tax A. For Assessor's Parcels of Undeveloped Property for which a building permit has been issued, compute the Maximum Special Tax A for that Assessor's Parcel as though it was already designated as Developed Property, based upon the building permit which has already been issued for that Assessor's Parcel. 3. Divide the Maximum Special Tax A computed pursuant to paragraph 2 by the total estimated Maximum Special Tax A for the entire CFD No. 07-01 based on the Developed Property Special Tax A which could be levied in the current Fiscal Year on all expected development through Buildout of CFD No. 07-01, excluding any Assessor's Parcels which have been prepaid. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 11 4. Multiply the quotient computed pursuant to paragraph 3 by the amount of Previously Issued Bonds to compute the amount of Previously Issued Bonds to be retired and prepaid (the "Bond Redemption Amount"). 5. Multiply the Bond Redemption Amount computed pursuant to paragraph 4 by the applicable redemption premium (e.g., the redemption price -100%), if any, on the Previously Issued Bonds to be redeemed (the "Redemption Premium"). 6. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date not covered by the current Fiscal Year Special Taxes until the earliest redemption date for the Previously Issued Bonds. 7. Determine the Special Tax A levied on the Assessor's Parcel in the current Fiscal Year which has not yet been paid. 8. Compute the minimum amount the CFD Administrator reasonably expects to derive from the reinvestment of the Prepayment Amount less the Administrative Fees and Expenses (defined below) from the date of prepayment until the redemption date for the Previously Issued Bonds to be redeemed with the prepayment. 9. Add the amounts computed pursuant to paragraphs 6 and 7 and subtract the amount computed pursuant to paragraph 8(the "Defeasance Amount"). 10. The administrative fees and expenses of CFD No. 07-01 are as calculated by the CFD Administrator and include the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses"). 11. The reserve fund credit (the "Reserve Fund Credit") shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Previously Issued Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Previously Issued Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. No Reserve Fund Credit shall be granted if the amount then on deposit in the reserve fund for the Previously Issued Bonds is below 100% of the reserve requirement (as defined in the Indenture). 12. If any capitalized interest for the Previously Issued Bonds will not have been expended as of the date immediately following the first interest and/or principal payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to paragraph 3 by the expected balance in the capitalized interest fund or account under the Indenture after such first interest and/or principal payment (the "Capitalized Interest Credit"). City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 12 13. The Special Tax A prepayment is equal to the sum of the amounts computed pursuant to paragraphs 4, 5, 9, and 10, less the amounts computed pursuant to paragraphs 11 and 12 (the "Prepayment Amount"). From the Prepayment Amount, the amounts computed pursuant to paragraphs 4, 5, 9,11 and 12 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Previously Issued Bonds or to make scheduled debt service payments or to pay administrative expenses related to the prepayment of the Special Tax. The amount computed pursuant to paragraph 10 shall be retained by CFD No. 07-01. The Special Tax A Prepayment Amount may be insufficient to redeem a full $5,000 increment of Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of Bonds or to make debt service payments. Upon confirmation of the payment of the current Fiscal Year's Special Tax A levy as determined under paragraph 7 (above), the CFD Administrator shall remove the current Fiscal Year's Special Tax A levy for such Assessor's Parcel from the County tax rolls. With respect to any Assessor's Parcel that is prepaid, the Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of the Special Tax A and the release of the Special Tax A lien on such Assessor's Parcel, and the obligation of such Assessor's Parcel to pay the Special Tax A shall cease. Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless, at the time of such proposed prepayment, the amount of Maximum Special Tax A that may be levied on Taxable Property within CFD No. 07-01 (after excluding Privately Owned Specific Retail Property and Public Property that are exempt from the Special Tax as set forth in Section G.1) both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Previously Issued Bonds, plus the Administrative Expenses. 2. Prepayment in Part The Special Tax A on an Assessor's Parcel of Developed Property or an Assessor's Parcel of Undeveloped Property for which a building permit has been issued may be partially prepaid. The amount of the prepayment shall be calculated as in Section J.1; except that a partial prepayment shall be calculated according to the following formula: PP= RPE -A)xF]+A These terms have the following meaning: PP = the partial prepayment PE = the Special Tax A Prepayment Amount calculated according to Section J.1 A = the Administrative Fees and Expenses calculated according to Section J.1 City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 13 F = the percentage, expressed as a decimal, by which the owner of the Assessor's Parcel is partially prepaying the Special Tax A The owner of any Assessor's Parcel who desires such prepayment shall notify the CFD Administrator of such owner's intent to partially prepay the Special Tax A and the percentage by which the Special Tax A shall be prepaid. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of the Special Tax A for an Assessor's Parcel within 30 days of the request and may charge a reasonable fee for providing this service. With respect to any Assessor's Parcel that is partially prepaid, the Council shall (i) distribute the funds remitted to it according to Section J.1, and (ii) indicate in the records of CFD No. 07-01 that there has been a partial prepayment of the Special Tax A and that a portion of the Special Tax A with respect to such Assessor's Parcel, equal to the outstanding percentage (1.00 - F) of the remaining Maximum Special Tax A, shall continue to be levied on such Assessor's Parcel pursuant to Section E.1. K. PREPAYMENT OF SPECIAL TAX B No prepayment of Special Tax B is allowed for any Assessor's Parcel within CFD No. 07-01. L. TERM OF SPECIAL TAX The Special Tax A shall be levied for a period not to exceed forty-five years commencing with Fiscal Year 2007-2008. The Special Tax B shall be levied as long as necessary to meet the Special Tax Requirement for Services. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 14 EXHIBIT A TYPES OF FACILITIES AND SERVICES Facilities The types of facilities to be financed by the Community Facilities District are street improvements, including grading, paving, curbs and gutters, sidewalks, street- signalization and signage, street lights and parkway and landscaping related thereto, storm drains, utilities, public parks and recreation facilities, public library facilities, fire protection facilities and equipment and land, rights-of-way and easements necessary for any of such facilities. Services The types of services to be financed by the Community Facilities District are police protection services, fire protection services, ambulance and paramedic services, recreation program services, maintenance of parks, parkways and open space and flood and storm protection services. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page A-1 CLERK'S CERTIFICATE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF TUSTIN I, Pamela Stoker, City Clerk of the City of Tustin, California hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a regular meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on June 19, 2007, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said Resolution was adopted by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: An agenda of said meeting was posted at least 72 hours before said meeting at 300 Centennial Way, Tustin, California, a location freely accessible to members of the public, and a brief general description of said Resolution appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: , 2007 Pamela Stoker, City Clerk OHS WEST: 260232944.3 RESOLUTION NO. 07-45 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN DEEMING IT NECESSARY TO INCUR BONDED INDEBTEDNESS WITHIN CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) WHEREAS, on May 1, 2007, the City Council (the "City Council") of the City of Tustin (the "City"), pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act"), adopted a resolution entitled "A Resolution of the City Council of the City of Tustin of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes" stating its intention to form City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) (the "Community Facilities District") and to authorize the levy of special taxes within the Community Facilities District to finance certain public facilities and services; WHEREAS, on May 1, 2007, the City Council also adopted a resolution entitled "A Resolution of the City Council of the City of Tustin to Incur Bonded Indebtedness of the Proposed City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)" (the "Resolution to Incur Bonded Indebtedness") declaring the necessity for incurring bonded indebtedness and setting the date for a public hearing to be held on the proposed debt issue; WHEREAS, pursuant to the Resolution to Incur Bonded Indebtedness, notice of said public hearing was published in The Tustin News, a newspaper of general circulation published in the area of the Community Facilities District, in accordance with the Act; WHEREAS, on June 5, 2007, the City Council opened and continued the public hearing to June 19, 2007; WHEREAS, on this date, the City Council opened, conducted and closed said public hearing; WHEREAS, at said public hearing, any person interested, including persons owning property within the area and desiring to appear and present any matters material to the questions set forth in the Resolution to Incur Bonded Indebtedness appeared and presented such matters; WHEREAS, no oral or written protests against the proposed debt issue were made or filed at or before said public hearing; WHEREAS, on this date, the City Council adopted a resolution entitled "A Resolution of the City Council of the City of Tustin of Formation of City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center), Authorizing the Levy of a Special Tax within the District and Establishing an Appropriations Limit for the District" (the "Resolution of Formation"); WHEREAS, the City Clerk of the City (the "City Clerk") is the election official that will conduct the special election on the proposition to incur bonded indebtedness for the Community Facilities District; OHS WEST:260232942.3 WHEREAS, there has been filed with the City Clerk a letter from the Registration and Elections Department of the County of Orange indicating that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of said public hearing; WHEREAS, there has been filed with the City Clerk consents and waivers of all of the landowners of record in the Community Facilities District waiving any time limit specified by Section 53326 of the Act and any requirement pertaining to the conduct of said special election, including any time limit or requirement applicable to an election pursuant to Article 5, Chapter 2.5, Division 3, Title 5 of the Act (commencing with Section 53345 of the Act), consenting to the holding of said special election on June 19, 2007 and waiving any impartial analysis, arguments or rebuttals, as set forth in Sections 53326 and 53327 of the Act; and WHEREAS, the City Clerk has concurred in said waivers and has concurred in holding said special election on June 19, 2007; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Tustin as follows: Section 1. The foregoing recitals are true and correct. Section 2. The City Council deems it necessary to incur the bonded indebtedness. Section 3. The bonded indebtedness will be incurred for the purpose of financing the costs of the Facilities (as defined in the Resolution of Formation), including all costs and estimated costs incidental to, or connected with, the accomplishment of such purpose. Section 4. In accordance with the previous determination of the City Council, the whole of the Community Facilities District will pay for the bonded indebtedness. Section 5. The maximum amount of debt to be incurred is $16,000,000. Section 6. The maximum term the bonds to be issued shall run before maturity is 40 years. Section 7. The maximum annual rate of interest to be paid shall not exceed the maximum interest rate permitted by applicable law at the time of sale of the bonds, payable semiannually or at such times as the City Council or its designee shall determine, the actual rate or rates and times of payment of such interest to be determined by the City Council or its designee at the time or times of sale of the bonds. Section 8. The proposition to incur the bonded indebtedness will be submitted to the voters. Section 9. The City Council hereby finds and determines that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of the public hearings held by the City Council on the proposed debt issue for the Community Facilities District. Accordingly, pursuant to Section 53326 of the OHS WEST: 260232942.3 2 Act, the vote shall be by the landowners of the Community Facilities District and each landowner who is the owner of record as of the close of said public hearings, or the authorized representative thereof, shall have one vote for each acre or portion of an acre that he or she owns within the Community Facilities District. Section 10. The City Council hereby finds and determines that the qualified electors of the Community Facilities District have unanimously consented (a) to the waiver of any time limit specified by Section 53326 of the Act and any requirement pertaining to the conduct of said election, including any time limit or requirement applicable to an election pursuant to Article 5, Chapter 2.5, Division 3, Title 5 of the Act (commencing with Section 53345 of the Act), and (b) to the holding of said election on June 5, 2007. The City Council herby finds and determines that the City Clerk has concurred in said waivers and has concurred in holding said election on June 19, 2007. Section 11. The date of the special community facilities district election (which shall be consolidated with the special district election to levy a special tax within the Community Facilities District) at which time the proposition shall be submitted to the voters is June 5, 2007. Section 12. The election is to be conducted by mail ballot. The mailed ballots are required to be received in the office of the City Clerk no later than 8:00 p.m. on June 19, 2007; provided, however, that if all of the qualified electors have voted prior to such time, the election may be closed. Section 13. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things which they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof. Section 14. This Resolution shall take effect immediately upon its adoption. APPROVED and ADOPTED by the City Council of the City of Tustin on June 19, 2007. Lou Bone, Mayor ATTEST: Pamela Stoker, City Clerk OHS WEST: 2602 32 942.3 3 CLERK'S CERTIFICATE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF TUSTIN I, Pamela Stoker, City Clerk of the City of Tustin, California hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a regular meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on June 19, 2007, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said Resolution was adopted by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: An agenda of said meeting was posted at least 72 hours before said meeting at 300 Centennial Way, Tustin, California, a location freely accessible to members of the public, and a brief general description of said Resolution appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: 52007 Pamela Stoker, City Clerk OHS WEST:260232942.3 RECORDING REQUESTED BY AND AFTER RECORDATION RETURN TO: City Clerk City of Tustin 300 Centennial Way Tustin, California 92680 NOTICE OF SPECIAL TAX LIEN CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) Pursuant to the requirements of Section 3114.5 of the California Streets and Highways Code and Section 53328.3 of the Mello -Roos Community Facilities Act of 1982 (the "Act"), the undersigned City Clerk of the City of Tustin (the "City"), hereby gives notice that a lien to secure payment of a special tax is hereby imposed by the City Council of the City. The special tax secured by this lien is authorized to be levied for the purpose of (a) paying the principal of and interest on bonds, the proceeds of which are being used to finance the facilities described under the caption "Facilities" on Exhibit A attached hereto and hereby made a part hereof (the "Facilities"), and (b) providing the services described under the caption "Services" on Exhibit A attached hereto (the "Services"). The special tax is authorized to be levied within City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) (the "Community Facilities District") which has now been officially formed and the lien of the special tax is a continuing lien which shall secure each annual levy of the special tax and which shall continue in force and effect until the special tax obligation is prepaid, permanently satisfied, and canceled in accordance with law or until the special tax ceases to be levied and a notice of cessation of special tax is recorded in accordance with Section 53330.5 of the Act. The rate, method of apportionment, and manner of collection of the authorized special tax is as set forth in Exhibit B attached hereto and hereby made a part hereof. Conditions under which the obligation to pay the special tax for the Facilities may be prepaid and permanently satisfied and the lien of the special tax canceled are as set forth in Exhibit B hereto. The obligation to pay the special tax for the Services may not be prepaid. Notice is further given that upon the recording of this notice in the office of the County Recorder of the County of Orange, the obligation to pay the special tax levy shall become a lien upon all nonexempt real property within the Community Facilities District in accordance with Section 3115.5 of the California Streets and Highways Code. OHS WEST:260232919.2 The name(s) of the owner(s) and the assessor's tax parcel number(s) of the real property included within the Community Facilities District and not exempt from the special tax are as set forth in Exhibit C attached hereto and hereby made a part hereof. Reference is made to the boundary map of the Community Facilities District recorded in Book 92 of Maps of Assessment and Community Facilities Districts at Pages 26-27, in the office of the County Recorder of the County of Orange as Instrument No. 2007000302162, which map is now the final boundary map of the Community Facilities District. For further information concerning the current and estimated future tax liability of owners or purchasers of real property subject to this special tax lien, interested persons should contact the Finance Director of the City of Tustin, 300 Centennial Way, Tustin, California 92680, (714) 573-3061. Dated: June 19, 2007 Pamela Stoker, City Clerk of the City of Tustin OHS WEST:260232919.2 2 EXHIBIT A FACILITIES AND SERVICES TO BE FINANCED Facilities The types of facilities to be financed by the Community Facilities District are street improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, storm drains, utilities, public parks and recreation facilities, public library facilities, fire protection facilities and equipment and land, rights-of-way and easements necessary for any of such facilities. Services The types of services to be financed by the Community Facilities District are police protection services, fire protection services, ambulance and paramedic services, recreation program services, maintenance of parks, parkways and open space and flood and storm protection services. OHS WEST:260232919.2 A-1 EXHIBIT B RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX OHS WEST: 260232919.2 B-1 EXHIBIT C PROPERTY OWNERS AND ASSESSOR'S PARCEL OR TRACT NUMBERS Name of Property Owner Vestar/Kimco Tustin, L.P. Costco Wholesale Corporation Lowe's H1W, Inc. Assessor's Parcel/Tract Nos. 434-431-03 (a portion) 434-431-25 (a portion) 434-441-01 434-441-03 434-441-04 (a portion) 434-441-05 434-441-06 434-441-07 (a portion) 434-441-08 434-441-09 434-431-06 434-431-10 434-43.1-11 434-431-21 434-431-22 434-441-10 434-441-11 434-441-12 434-441-13 434-441-14 434-441-15 434-441-16 434-441-17 434-441-18 434-431-24 431-431-30 434-431-03 (a portion) 434-431-05 (a portion) 434-431-12 (a portion) (Note: the Costco territory is also known as Parcel 2 of LLA 2006-07 and Lot 15 of Tract Map No. 16695.) 434-431-03 (a portion) 434-431-05 (a portion) 434-431-12 (a portion) 434-431-25 (a portion) 434-441-04 (a portion) 434-441-07 (a portion) (Note: the Lowe's territory is also known as Parcel 1 of LLA 2006-07.) OHS WEST: 260232919.2 C-1 RESOLUTION NO. 07-46 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN CALLING SPECIAL ELECTION FOR CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07- 1 (TUSTIN LEGACY/RETAIL CENTER) WHEREAS, on this date, the City Council (the "City Council") of the City of Tustin (the "City") adopted, pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act"), a resolution entitled "A Resolution of the City Council of the City of Tustin of Formation of City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center), Authorizing the Levy of a Special Tax within the District and Establishing an Appropriations Limit for the District" (the "Resolution of Formation"), establishing City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) (the "Community Facilities District"), authorizing the levy of a special tax within the Community Facilities District and establishing an appropriations limit for the Community Facilities District; WHEREAS, on this date, the City Council also adopted a resolution entitled "A Resolution of the City Council of the City of Tustin Deeming It Necessary to Incur Bonded Indebtedness within City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)," deeming it necessary to incur bonded indebtedness in the maximum amount of $16,0005000; WHEREAS, pursuant to the provisions of said resolutions, the propositions to incur bonded indebtedness, to levy a special tax within the Community Facilities District and to establish an appropriations limit for the Community Facilities District are to be submitted to the qualified electors of the Community Facilities District as required by the Act; WHEREAS, the City Council desires to designate the City Clerk of the City (the "City Clerk") as the election official for the special election provided for herein; WHEREAS, there has been filed with the City Clerk a letter from the Registration and Elections Department of the County of Orange indicating that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of the public hearings on the establishment of the Community Facilities District and the proposed debt issue for the Community Facilities District; WHEREAS, there has been filed with the City Clerk consents and waivers of all of the landowners of record in the Community Facilities District waiving any time limit specified by Section 53326 of the Act and any requirement pertaining to the conduct of said special election, including any time limit or requirement applicable to an election pursuant to Article 5, Chapter 2.5, Division 3, Title 5 of the Act (commencing with Section 53345 of the Act), consenting to the holding of said special election on June 19, 2007 and waiving any impartial analysis, arguments or rebuttals, as set forth in Sections 53326 and 53327 of the Act; and WHEREAS, the City Clerk has concurred in said waivers and has concurred in holding said special election on June 19, 2007; OHS WEST: 2602 32 940.3 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Tustin as follows: Section 1. Pursuant to Sections 53351, 53326 and 53325.7 of the Act, the propositions to incur bonded indebtedness, to levy a special tax within the Community Facilities District and to establish an appropriations limit for the Community Facilities District shall be submitted to the qualified electors of the Community Facilities District at an election called therefor as provided below. Section 2. The City Clerk is hereby designated as the official to conduct said election. Section 3. As authorized by Section 53353.5 of the Act, the propositions to incur bonded indebtedness, to levy a special tax within the Community Facilities District and to establish an appropriations limit for the Community Facilities District shall be combined into one ballot proposition. Section 4. The City Council hereby finds and determines that 12 or more persons have not been registered to vote within the territory of the Community Facilities District for each of the 90 days preceding the close of the public hearings heretofore held by the City Council on the establishment of the Community Facilities District and the proposed debt issue for the Community Facilities District. Accordingly, pursuant to Section 53326 of the Act, the vote shall be by the landowners of the Community Facilities District and each landowner who is the owner of record as of the close of said public hearings, or the authorized representative thereof, shall have one vote for each acre or portion of an acre that he or she owns within the Community Facilities District. Section 5. The City Council hereby finds and determines that the qualified electors of the Community Facilities District have unanimously consented (a) to the waiver of any time limit specified by Section 53326 of the Act and any requirement pertaining to the conduct of said election, including any time limit or requirement applicable to an election pursuant to Article 5, Chapter 2.5, Division 3, Title 5 of the Act (commencing with Section 53345 of the Act), (b) to the holding of said election on June 19, 2007, and (c) to the waiver of any impartial analysis, arguments or rebuttals, as set forth in Sections 53326 and 53327 of the Act. The City Council herby finds and determines that the City Clerk has concurred in said waivers and has concurred in holding said election on June 19, 2007. Section 6. The City Council hereby calls a special election to submit to the qualified electors of the Community Facilities District the combined proposition to incur bonded indebtedness, to levy a special tax within the Community Facilities District and to establish an appropriations limit for the Community Facilities District, which election shall be held at 300 Centennial Way, Tustin, California, on June 19, 2007. The City Council has caused to be provided to the City Clerk, as the official to conduct said election, the Resolution of Formation, a certified map of sufficient scale and clarity to show the boundaries of the Community Facilities District, and a sufficient description to allow the City Clerk to determine the boundaries of the Community Facilities District. OHS WEST: 2602 32 940.3 2 The voted ballots shall be returned to the City Clerk not later than 8:00 p.m. on June 19, 2007; provided, however, that if all of the qualified electors have voted prior to such time, the election may be closed with the concurrence of the City Clerk. Section 7. Pursuant to Section 53327 of the Act, the election shall be conducted by mail or hand -delivered ballot pursuant to Section 4000 of the California Elections Code. The City Council hereby finds that paragraphs (a), (b), (c) (1) and (c)(3) of said Section 4000 are applicable to this special election. . Section 8. The form of the ballot for said election is attached hereto as Exhibit A and by this reference incorporated herein, and such form of ballot is hereby approved. The City Clerk shall cause to be delivered to each of the qualified electors of the Community Facilities District a ballot in said form. Each ballot shall indicate the number of votes to be voted by the respective landowner to which it pertains. Each ballot shall be accompanied by all supplies and written instructions necessary for the use and return of the ballot. The identification envelope for return of the ballot shall be enclosed with the ballot, shall have the return postage prepaid, and shall contain: (a) the name and address of the landowner, (b) a declaration, under penalty of perjury, stating that the voter is the owner of record or the authorized representative of the landowner entitled to vote and is the person whose name appears on the identification envelope, (c) the printed name, signature and address of the voter, (d) the date of signing and place of execution of the declaration described in clause (b) above, and (e) a notice that the envelope contains an official ballot and is to be opened only by the canvassing board. Analysis and arguments with respect to the ballot proposition are hereby waived, as provided in Section 53327 of the Act. Section 9. The City Clerk shall accept the ballots of the qualified electors in the office of the City Clerk at 300 Centennial Way, Tustin, California, to and including 8:00 p.m. on June 19, 2007, whether said ballots be personally delivered or received by mail. The City Clerk shall have available ballots which may be marked at said location on the election day by said qualified electors. Section 10. The City Council hereby determines that the facilities financed by the Community Facilities District are necessary to meet increased demands placed upon local agencies as a result of development occurring in the Community Facilities District. Section 11. The specific purposes of the bonded indebtedness proposed to be incurred is the financing of the Facilities (as defined in the Resolution of Formation), including all costs and estimated costs incidental to, or connected with, the accomplishment of such purpose, and the proceeds of such bonded indebtedness shall be applied only to such specific purposes. Upon approval of the proposition to incur bonded indebtedness, and the sale of any bonds evidencing such indebtedness, the City Council shall take such action as may be necessary to cause to be established an account for deposit of the proceeds of sale of the bonds. For so long as any proceeds of the bonds remain unexpended, the Finance Director of the City shall cause to be filed with the City Council, no later than January 1 of each year, a report stating (a) the OHS WEST: 2 60232 940.3 3 amount of bond proceeds received and expended during the preceding year, and (b) the status of any project funded or to be funded from bond proceeds. Said report may relate to the calendar year, fiscal year, or other appropriate annual period, as the Finance Director of the City shall determine, and may be incorporated into the annual budget, audit, or other appropriate routine report to the City Council. Section 12. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things which they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof. Section 13. This Resolution shall take effect immediately upon its adoption. APPROVED and ADOPTED by the City Council of the City of Tustin on June 19, 2007. Lou Bone, Mayor ATTEST: Pamela Stoker, City Clerk OHS WEST:260232940.3 4 EXHIBIT A OFFICIAL BALLOT CITY OF TUSTIN June 19, 2007 SPECIAL ELECTION This ballot is for a special, landowner election. The number of votes to be voted pursuant to this ballot is INSTRUCTIONS TO VOTERS: To vote on the proposition, mark a cross (+) or (X) in the voting square after the word "YES" or after the word "NO". All distinguishing marks or erasures are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Tustin and obtain another. CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) PROPOSITION: Shall City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) (the "Community Facilities District") be authorized to incur bonded indebtedness in a maximum amount of not to exceed $16,000,000 and levy a special tax in order to finance certain facilities and services and shall the annual appropriations limit of the Community Facilities District be established in the amount of $16,000,000, all as specified in the Resolution entitled "A Resolution of the City Council of the City of Tustin of Formation of City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center), Authorizing the Levy of a Special Tax within the District and Establishing an Appropriations Limit for the District" and the Resolution entitled "A Resolution of the City Council of the City of Tustin Deeming It Necessary to Incur Bonded Indebtedness within City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)," adopted by the City Council of the City of Tustin on June 19, 2007? OHS WEST: 260232940.3 A-1 Yes: ❑ CLERK'S CERTIFICATE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF TUSTIN I, Pamela Stoker, City Clerk of the City of Tustin, California hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a regular meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on June 19, 2007, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said Resolution was adopted by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: An agenda of said meeting was posted at least 72 hours before said meeting at 300 Centennial Way, Tustin, California, a location freely accessible to members of the public, and a brief general description of said Resolution appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: , 2007 Pamela Stoker, City Clerk OHS WEST: 260232940.3 RESOLUTION NO. 07-47 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN DECLARING RESULTS OF SPECIAL ELECTION AND DIRECTING RECORDING OF NOTICE OF SPECIAL TAX LIEN WHEREAS, on June 5, 2007, the City Council (the "City Council") of the City of Tustin (the "City") adopted, pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act"), a resolution entitled "A Resolution of the City Council of the City of Tustin Calling Special Election for City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)" (the "Resolution Calling Election"), calling for a special election of the qualified electors within City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) (the "Community Facilities District"); WHEREAS, pursuant to the terms of the Resolution Calling Election and the provisions of the Act, the special election was held on June 19, 2007; and WHEREAS, the City Clerk of the City (the "City Clerk") has certified the canvass of the returns of the election and has filed a Canvass and Statement of Results of Election (the "Canvass"), a copy of which is attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Tustin as follows: Section 1. The City Council has received, reviewed and hereby accepts the Canvass. Section 2. The City Council hereby finds and declares that the ballot proposition submitted to the qualified electors of the Community Facilities District pursuant to the Resolution Calling Election has been passed and approved by such electors in accordance with Section 53328(a), Section 53355 and Section 53325.7 of the Act. Section 3. The City Clerk is hereby directed to execute and cause to be recorded in the office of the County Recorder of Orange County a notice of special tax lien in the form required by the Act, said recording to occur no later than 15 days following adoption by the City Council of this Resolution. Section 4. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things which they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof. Section 5. This Resolution shall take effect immediately upon its adoption. OHS West: 260232938.3 APPROVED and ADOPTED by the City Council of the City of Tustin on June 19, 2007. Lou Bone, Mayor ATTEST: Pamela Stoker, City Clerk OHS West: 260232938.3 EXHIBIT A CANVASS AND STATEMENT OF RESULTS OF ELECTION CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) I hereby certify that on June 19, 2007, I canvassed the returns of the special election held on June 19, 2007 for City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center), that the total number of ballots cast in said Community Facilities District and the total number of votes cast for and against the proposition are as follows and that the totals as shown for and against the proposition are true and correct: Qualified Landowner Votes Votes Cast YES NO City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) Special Election, June 19, 2007 PROPOSITION: Shall City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) (the "Community Facilities District") be authorized to incur bonded indebtedness in a maximum amount of not to exceed $16,000,000 and levy a special tax in order to finance certain facilities and services and shall the annual appropriations limit of the Community Facilities District be established in the amount of $16,000,000, all as specified in the Resolution entitled "A Resolution of the City Council of the City of Tustin of Formation of City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center), Authorizing the Levy of a Special Tax within the District and Establishing an Appropriations Limit for the District" and the Resolution entitled "A Resolution of the City Council of the City of Tustin Deeming It Necessary to Incur Bonded Indebtedness within City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)," adopted by the City Council of the City of Tustin on June 19, 2007? IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of June, 2007. Pamela Stoker, City Clerk of the City of Tustin OHS West: 260232938.3 CLERK'S CERTIFICATE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF TUSTIN I, Pamela Stoker, City Clerk of the City of Tustin, California hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a regular meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on June 19, 2007, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said Resolution was adopted by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: An agenda of said meeting was posted at least 72 hours before said meeting at 300 Centennial Way, Tustin, California, a location freely accessible to members of the public, and a brief general description of said Resolution appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: 52007 Pamela Stoker, City Clerk OHS West: 260232938.3 ORDINANCE NO. 1339 AN ORDINANCE OF THE CITY OF TUSTIN LEVYING SPECIAL TAXES WITHIN CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) WHEREAS, on May 1, 2007, the City Council (the "City Council") of the City of Tustin, pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act"), adopted a resolution entitled "A Resolution of the City Council of the City of Tustin of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes" stating its intention to establish City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) (the "Community Facilities District") and to finance certain public facilities (the "Facilities") and services (the "Services") and setting the date for a public hearing to be held on the establishment of the Community Facilities District; WHEREAS, on June 5, 2007, the City Council opened a noticed public hearing on the establishment of the Community Facilities District, as required by the Act and continued said public hearing to June 19, 2007; WHEREAS, on June 19, 2007, the City Council opened said public hearing on the establishment of the Community Facilities District, as required by the Act; WHEREAS, subsequent to the close of said hearing, on June 19, 2007, the City Council adopted resolutions entitled "A Resolution of the City Council of the City of Tustin of Formation of City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center), Authorizing the Levy of a Special Tax within the District and Establishing an Appropriations Limit for the District" (the "Resolution of Formation"), "A Resolution of the City Council of the City of Tustin Deeming it Necessary to Incur Bonded Indebtedness within City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)" and "A Resolution of the City Council of the City of Tustin Calling Special Election for City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)," which resolutions established the Community Facilities District, authorized the levy of a special tax within the Community Facilities District and called an election within the Community Facilities District on the proposition of incurring indebtedness, levying a special tax within the Community Facilities District and establishing an appropriations limit for the Community Facilities District, respectively; and WHEREAS, on June 19, 2007, an election was held in which the qualified electors of the Community Facilities District approved said proposition by more than the two-thirds vote required by the Act; THE CITY COUNCIL OF THE CITY OF TUSTIN DOES ORDAIN AS FOLLOWS: OHS West:260232936.3 Section 1. The City Council hereby authorizes and levies special taxes within the Community Facilities District pursuant to Sections 53328 and 53340 of the Act, at the rate and in accordance with the method of apportionment set forth in Exhibit A to the Resolution of Formation (the "Rate and Method of Apportionment"). The special taxes are hereby levied commencing in fiscal year 2007-08 and in each fiscal year thereafter until the last fiscal year in which such special taxes are authorized to be levied pursuant to the Rate and Method of Apportionment. Section 2. The City Council may, in accordance with subdivision (b) of Section 53340 of the Act, provide, by resolution, for the levy of the special tax in future tax years at the same rate or at a lower rate than the rate provided by this Ordinance. In no event shall the special tax be levied on any parcel within the Community Facilities District in excess of the maximum tax specified therefor in the Rate and Method of Apportionment. Section 3. The special tax shall be levied on all of the parcels in the Community Facilities District, unless exempted by law or by the Rate and Method of Apportionment. Section 4. The proceeds of the special tax shall only be used to pay, in whole or in part, the cost of providing the Facilities and Services and incidental expenses pursuant to the Act. Section 5. The special tax shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale and lien priority in the case of delinquency as is provided for ad valorem taxes, unless another procedure is adopted by the City Council. Section 6. If for any reason any portion of this Ordinance is found to be invalid, or if the special tax is found inapplicable to any particular parcel within the Community Facilities District, by a court of competent jurisdiction, the balance of this Ordinance and the application of the special tax to the remaining parcels within the Community Facilities District shall not be affected. Section 7. This Ordinance shall take effect and shall be in force 30 days after the date of its adoption and prior to the expiration of 15 days from the passage thereof shall be published at least once in the Tustin News, a newspaper of general circulation, printed and published in the City of Tustin, State of California, together with the names of the City Council members voting for and against the same. OHS West:260232936.3 2 PASSED, ADOPTED and APPROVED this day of , 20075 by the City Council of the City of Tustin, California. Lou Bone, Mayor ATTEST: Pamela Stoker, City Clerk APPROVED AS TO FORM: CITY ATTORNEY Lo OHS West:260232936.3 3 CLERK'S CERTIFICATE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF TUSTIN I, Pamela Stoker, City Clerk of the City of Tustin, California hereby certify that the foregoing is a full, true and correct copy of the Ordinance introduced at a regular meeting of the City Council of the City of Tustin duly held on June 19, 2007, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and was finally passed and adopted not less than five days thereafter on , 20071 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: An agenda of said meeting was posted at least 72 hours before said meeting at 300 Centennial Way, Tustin, California, a location freely accessible to members of the public, and a brief general description of said Ordinance appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing Ordinance is a full, true and correct copy of the original Ordinance adopted at said meeting and entered in said minutes; and that said Ordinance has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: 12007 Pamela Stoker, City Clerk OHS West:260232936.3 CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT No. 07- (TUSTIN LEGACY/RETAIL CENTER) June 7, 2007 COMMUNITY FACILITIES DISTRICT REPORT MELLO-Roos COMMUNITY FACILITIES ACT OF 1982 CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT No. 07-1 (TUSTIN LEGACY/RETAIL CENTER) Prepared for CITY OF TUSTIN 300 Centennial Way Tustin, CA 92780 Prepared by DAVID TAUSSIG & ASSOCIATES, INC. 1301 Dove Street, Suite 600 Newport Beach, CA 92660 (949) 955-1500 TABLE OF CONTENTS Section Page I. INTRODUCTION..............................................................................................................1 II. PROJECT DESCRIPTION..............................................................................................2 III. DESCRIPTION AND ESTIMATED COST OF PROPOSED SERVICES .................3 A. Description of Proposed Services..................................................................................3 B. Estimated Cost of Proposed Public Services.................................................................4 IV. BONDED INDEBTEDNESS AND INCIDENTAL EXPENSES...................................5 A. Projected Bond Sales.....................................................................................................5 B. Incidental Expenses to be Included in the Annual Levy of Special Taxes....................5 V. RATE AND METHOD OF APPORTIONMENT OF THE SPECIAL TAX ..............6 A. Explanation for Special Tax Apportionment.................................................................6 B. Maximum Special Tax A...............................................................................................7 C. Maximum Special Tax B...............................................................................................7 D. Accuracy of Information................................................................................................8 VI. BOUNDARIES OF COMMUNITY FACILITIES DISTRICT.....................................9 VII. GENERAL TERMS AND CONDITIONS....................................................................10 A. Substitution of Facilities and Services.........................................................................10 B. Appeals........................................................................................................................10 EXHIBITS Exhibit A Rate and Method of Apportionment Exhibit B Maximum Special Tax A For Developed Property Exhibit C Maximum Special Tax B For Developed Property Exhibit D Recorded Boundary Map I. INTRODUCTION WHEREAS, the City Council of the City of Tustin (hereinafter referred to as the "Council") did, pursuant to the provision of the "Mello -Roos Community Facilities Act of 1982," being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (hereinafter referred to as the "Act"), and specifically Section 53321.5 thereof, expressly order the filing of a written "Report" with the legislative body of the proposed community facilities district. This community facilities district being City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) shall hereinafter be referred to as: "CFD No. 07-1 "; and, WHEREAS, a Resolution of the City Council of the City of Tustin of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes (hereinafter referred to as the "Resolution of Intention") did direct that said Report generally contain the following: A brief description of the public facilities and services by type which will be required to adequately meet the needs of CFD No. 07-1; and 2. An estimate of the cost of providing the public facilities and services, and an estimate of the fair and reasonable cost of the public facilities proposed to be purchased as completed facilities and of the incidental expenses proposed to be paid. WHEREAS, the Finance Director of the City of Tustin has caused the Report to be prepared by David Taussig & Associates, Inc. pursuant to the provisions of the Resolution of Intention. NOW, THEREFORE, David Taussig & Associates, Inc. does hereby submit the Report. City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page I II. PROJECT DESCRIPTION CFD No. 07-1 encompasses approximately 82.57 gross acres of land in the City of Tustin. All of the property is subject to a Mello -Roos special tax levy. However, as stated in the Rate and Method of Apportionment (attached as Exhibit A), Privately Owned Specific Retail Property, are not subject to Special Tax A. All Developed parcels within CFD No. 07-1 are subject to Special Tax B. At buildout, it is currently expected that the property within the boundaries of CFD No. 07-1 will contain approximately 990,778 square feet of commercial retail. City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page 2 III. DESCRIPTION AND ESTIMATED COST OF PROPOSED FACILITIES AND SERVICES A community facilities district may provide for the purchase, construction, expansion or rehabilitation of any real or tangible property, including public facilities and infrastructure improvements, with an estimated useful life of five (5) years or longer, which is necessary to meet increased demands placed upon local agencies as a result of development or rehabilitation occurring within the community facilities district. In addition, a community facilities district may pay in full all amounts necessary to eliminate any fixed special assessment liens or to pay, repay, or defease any obligation to pay for any indebtedness secured by any tax, fee, charge, or assessment levied within the area of the community facilities district. A community facilities district may also provide for financing of certain public services to meet these demands. A. Description of Proposed Facilities and Services Facilities The types of facilities proposed to be financed by CFD No. 07-1 are street improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, storm drains, utilities, public parks and recreation facilities, public library facilities, fire protection facilities and equipment and land, rights-of-way and easements necessary for any of such facilities. Services The types of services proposed to be financed by CFD No. 07-1 are police protection services, fire protection services, ambulance and paramedic services, recreation program services, maintenance of parks, parkways and open space and flood and storm protection services. The preceding facilities and services are all facilities and services which the legislative body creating CFD No. 07-1is authorized to own, construct, or finance, and which are required to adequately meet the needs of CFD No. 07-1. Because the actual facilities and services necessary to serve development within CFD No. 07-1 may differ from those currently anticipated, CFD No. 07-1 reserves the right to modify the actual facilities and services proposed herein to the extent CFD No. 07-1 deems necessary, in its sole discretion to meet those needs. The Special Taxesl required to pay for the construction, acquisition, or financing of said facilities, or for the provision of services, will be apportioned as described in the Rate and Method of Apportionment for CFD No. 07-1. 1Please note that all capitalized terms used herein, unless otherwise indicated, shall have the meanings defined in the Rate and Method of Apportionment. City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page 3 B. Estimated Cost of Proposed Facilities and Services CFD No. 07-1 is expected to issue one (1) Bond series to finance the purchase, construction, expansion, improvement, or rehabilitation of the proposed facilities. The total amount of construction proceeds to be generated from the Bonds is projected to be approximately $13,184,590. This amount is an estimate and is subject to change, depending on the interest rates of the Bonds, the costs of issuance of the Bonds, and other factors to be determined at the time the Bonds are issued. In addition, CFD No. 07-1 is expected to finance the annual costs to provide police protection services, fire protection services, ambulance and paramedic services, recreation program services, maintenance of parks, parkways and open space and flood and storm protection services. The Fiscal Year 2007-2008 services costs are estimated to total approximately $60,000 and are anticipated to increase thereafter. However, the Special Tax B levied to pay for services will not exceed the Maximum Special Tax B identified in the Rate and Method of Apportionment. City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page 4 IV. BONDED INDEBTEDNESS AND INCIDENTAL EXPENSES A. Proiected Bond Sales The maximum authorized bonded indebtedness for CFD No. 07-1 is $16,000,000. It is anticipated that CFD No. 07-1 will sell one bond issue with a term of 30 years in July of 2007. B. Incidental Bond Issuance Expenses to be Included in the Proposed Bonded Indebtedness Pursuant to Section 53345.3 of the Act, bonded indebtedness may include all costs and estimated costs incidental to, or connected with, the accomplishment of the purpose for which the proposed debt is to be incurred, including, but not limited to, the estimated cots of construction or acquisition of buildings, or both; acquisition of land, rights-of-way, water, sewer, or other capacity or connection fees; satisfaction of contractual obligations relating to expenses or the advancement of funds for expenses existing at the time the bonds are issued, architectural, engineering, inspection, legal, fiscal, and financial consultant fees; bond and other reserve funds; discount fees; interest on any bonds of the district estimated to be due and payable within two years of issuance of the bonds; election costs; and all costs of issuance of the bonds, including, but not limited to, fees for bond counsel, costs of obtaining credit ratings, bond insurance premiums, fees for letters of credit, and other credit enhancement costs, and printing costs. For the bonds proposed to be issued by CFD No. 07- 1, the reserve fund is estimated at approximately 9.00 percent of the principal amount of the bonds, and capitalized interest is estimated at approximately 0.80 percent of the principal amount of the bonds. Incidental bond issuance expenses of 5.00 percent are estimated for the bonds. C. Incidental Expenses to be Included in the Annual Levy of Special Taxes Pursuant to Section 53340 of the Act, the proceeds of any special tax may only be used to pay, in whole or part, the cost of providing public facilities, services and incidental expenses. As defined by the Act, incidental expenses include, but are not limited to, the cost of planning and designing public facilities to be financed, including the cost of environmental evaluations of those facilities; the costs associated with the creation of the district, issuance of bonds, determination of the amount of taxes, collection of taxes, payment of taxes, or costs otherwise incurred in order to carry out the authorized purposes of the district; any other expenses incidental to the construction, completion, and inspection of the authorized work; and the costs associated with the retirement of existing bonded indebtedness. While the actual cost of administering CFD No. 07-1 may vary, it is anticipated that the amount of special taxes which can be collected will be sufficient to fund at least $30,000 in annual administrative expenses. City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page 5 V. RATE AND METHOD OF APPORTIONMENT All of the property located within CFD No. 07-1, unless exempted by law or by the Rate and Method of Apportionment, shall be taxed for the purpose of providing necessary facilities and services to serve CFD No. 07-1. Pursuant to Section 53325.3 of the Act, the tax imposed "is a special tax and not a special assessment, and there is no requirement that the tax be apportioned on the basis of benefit to any property." The special tax "may be based on benefit received by parcels of real property, the cost of making facilities or services available to each parcel or other reasonable basis as determined by the legislative body," although the special tax may not be apportioned on an ad valorem basis pursuant to Article XIIIA of the California Constitution. As shown in Exhibit A, the adopted Rate and Method of Apportionment provides information sufficient to allow each property owner within CFD No. 07-1 to estimate the maximum annual Special Tax he or she will be required to pay. Sections A through D below, provide additional information on the Rate and Method of Apportionment for CFD No. 07-1. A. Explanation for Special Tax Apportionment When a community facilities district is formed, a special tax may be levied on each parcel of taxable property within the CFD to pay for the construction, acquisition and rehabilitation of public facilities, to pay for authorized services or to repay bonded indebtedness or other related expenses incurred by CFD No. 07-1. This special tax must be apportioned in a reasonable manner; however, the tax may not be apportioned on an ad valorem basis. When more than one type of land use is present within a community facilities district, several criteria may be considered when apportioning a special tax. Generally, criteria based on building square footage, lot size, density and/or land use are selected, and categories based on such criteria are established to differentiate between parcels of property. These categories are a direct result of the developer's projected product mix, and are reflective of the proposed land use types within that community facilities district. Additionally, geographic location of property may be considered and different tax rate zones or areas defined. Specific special tax levels are assigned to each land use category within each tax rate zone, with all parcels within a land use category for each tax rate zone, assigned the same special tax rate. The Act does not require that special taxes be apportioned to individual parcels based on benefit received. However, in order to insure fairness and equity, benefit principles have been incorporated in establishing the Special Tax rates for CFD No. 07-1. The major assumption inherent in the Special Tax rates set forth in the Rate and Method of Apportionment is that the level of benefit received from the proposed public facilities and services is a function of land use and/or size of building. City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page 6 For example, in measuring average weekday vehicle trip -ends, the Institute of Transportation Engineer's Trip Generation manual identifies land use as the primary determinant of trip -end magnitude. Within the retail category, this manual utilizes building square footage as a determinant of trip -end magnitude. Specifically, larger retail establishments typically generate a greater number of trip -ends than do smaller establishments, and therefore, will tend to receive more benefit from road grading, road landscaping and road improvements. Drainage and flood control requirements generally vary with the amount of impervious ground cover per parcel. It follows that larger lots have more impervious ground cover which will create more drainage flows than that of smaller lots. In addition, larger buildings typically generate a greater number of "person hours," or the number of hours per week that patrons could potentially require the need for the proposed public services. Therefore, separate Special Tax rates have been established for each parcel within CFD No. 07-1, based on the anticipated Floor Area of building square footage. Based on the types of public facilities and services that are proposed for CFD No. 07-1 and the factors described above, the Special Taxes assigned to Developed Properties are generally proportionate to the relative benefits received by them, and, accordingly, the Special Taxes in CFD No. 07-1 can be considered fair and reasonable. B. Maximum Special Tax A Exhibit B lists the Fiscal Year 2007-2008 Maximum Special Tax A that may be levied against Developed Property within CFD No. 07-1 to fund the Special Tax Requirement for Facilities. In addition, the Fiscal Year 2007-2008 Maximum Special Tax A for Undeveloped Property, Taxable Public Property, and Taxable Property Owner Association Property shall be $26,051 per Acre. On each July 1, commencing on July 1, 2008, the Maximum Special Tax A shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. C. Maximum Special Tax B Exhibit C lists the Fiscal Year 2007-2008 Maximum Special Tax B that may be levied against Developed Property within CFD No. 07-1 to fund the Special Tax Requirement for Services. The Fiscal Year 2007-2008 Maximum Special Tax B shall be $0.06 per square foot of Floor Area. The Fiscal Year 2008-2009 Maximum Special Tax B for Developed Property shall be $0.12 per square foot of Floor Area. The Fiscal Year 2009-2010 Maximum Special Tax B for Developed Property shall be $0.18 per square foot of Floor Area. The Fiscal Year 2010-2011 Maximum Special Tax B for Developed Property shall be $0.25 per square foot of Floor Area. On each July 1, commencing July 1, 2011, after the Maximum Special Tax B has been increased to $0.25 per square foot of Floor Area, the Maximum Special Tax B shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page 7 D. Accuracy of Information In order to establish the Special Taxes for CFD No. 07-1 as set forth in the Rate and Method of Apportionment, David Taussig and Associates, Inc. has relied on information including, but not limited to absorption, land -use types, building square footage, and net taxable acreage which were provided to David Taussig and Associates, Inc., by others. David Taussig and Associates, Inc. has not independently verified such data and disclaims responsibility for the impact of inaccurate data provided by others, if any, on the Rate and Method of Apportionment for CFD No. 07-1, including the inability to meet the financial obligations of CFD No. 07-1. City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page 8 VI. BOUNDARIES OF COMMUNITY FACILITIES DISTRICT The boundaries of CFD No. 07-1 include all land on which the Special Taxes may be levied. A reduced scale map showing the boundaries of CFD No. 07-1 is provided as Exhibit D. A full scale map is on file with the City Clerk of the City of Tustin and was recorded with the County Recorder of the County of Orange in Book 92 of Maps of Assessment and Community Facilities Districts at pages 26 through 27 and as Instrument Number 2007000302162. City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page 9 VII. GENERAL TERMS AND CONDITIONS A. Substitution of Facilities and Services The descriptions of the facilities and services, as set forth herein, are general in their nature. The City of Tustin will determine the final nature and location of services. The City of Tustin may modify the facilities and services provided and any such substitution shall not be a change or modification in the proceedings as long as the services provide a function substantially similar to that as set forth in this Report. B. Appeals Pursuant to the Rate and Method of Apportionment, any landowner who feels that the amount of the Special Tax levied on such landowner's Assessor's Parcel is in error may submit a written appeal to CFD No. 07-1. As appropriate, a representative of the City of Tustin shall review the appeal and if the representative of the City of Tustin concurs, the amount of the Special Tax levied shall be appropriately modified. The City Council may interpret the Rate and Method of Apportionment for CFD No. 07-1 for purposes of clarifying any ambiguity and make determinations relative to the amount of Administrative Expenses and any landowner or resident appeals. Any decision of the City Council shall be final and binding as to all persons. C. Prepayment of Special Tax The Special Tax A applicable to an Assessor's Parcel in CFD No. 07-1 may be prepaid according to the prepayment provisions in the Rate and Method of Apportionment. The Special Tax B may not be prepaid. K:\CLIENTS2\Tustin.Cit\TustinMCAS\Vestar\CFD Report\CFDReport_VI.doc City of Tustin CFD No. 07-1 June 7, 2007 (Tustin Legacy/Retail Center) Page 10 EXHIBIT A CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) RATE AND METHOD OF APPORTIONMENT RATE AND METHOD OF APPORTIONMENT FOR CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT No. 07-01 (TUSTIN LEGACY/ RETAIL CENTER) A Special Tax shall be levied and collected on all Assessor's Parcels located within the boundaries of City of Tustin Community Facilities District No. 07-01 (Tustin Legacy / Retail Center) ("CFD No. 07-01 "). The amount of Special Tax to be levied in each Fiscal Year on an Assessor's Parcel in CFD No. 07-01, commencing in Fiscal Year 2007-2008, shall be determined through the application of this Rate and Method of Apportionment as described below. All of the real property in CFD No. 07-01, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS In addition to the capitalized terms set forth in the preceding paragraph, capitalized terms used in this Section A shall have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County parcel map. The square footage of an Assessor's Parcel is equal to the Acreage of such parcel multiplied by 43,560. "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the actual or reasonably estimated costs directly related to the administration of CFD No. 07-01, including but not limited to the following: (i) the costs of computing the Special Taxes and of preparing the annual Special Tax collection schedules (whether by the CFD Administrator or designee thereof, or both); (ii) the costs of collecting the Special Taxes (whether by the City, County, or otherwise); (iii) the costs of remitting the Special Taxes to the fiscal agent or Trustee for any Bonds; (iv) the costs of commencing and pursuing to completion any foreclosure action arising from delinquent Special Taxes; (v) the costs of the fiscal agent or Trustee (including its legal counsel) in the discharge of the duties required of it under any Indenture; (vi) the costs of the City, or its designee of complying with arbitrage rebate and disclosure requirements of applicable federal and State of California securities laws, the Act, and the California Government Code, including property owner or Bond owner inquiries regarding the Special Taxes; (vii) the costs associated with the release of funds from any escrow account; (viii) the costs of the City, or its designee related to any appeal of a Special Tax; and (ix) an allocable share of the salaries of the City staff and City overhead expense directly relating to the foregoing. Administrative Expenses shall also include amounts advanced by the City or the City for any administrative purposes of CFD No. 07-01. "Assessor's Parcel" or "AP" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's parcel number. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page I "Assessor's Parcel Map" means an official map of the County Assessor designating parcels by Assessor's Parcel number. "Authorized Facilities" means those authorized facilities proposed to be financed by CFD No. 07-01 pursuant to the Act and listed in Exhibit A to this Rate and Method of Apportionment. "Authorized Services" means those authorized services proposed to be financed by CFD No. 07-01 pursuant to the Act and listed in Exhibit A to this Rate and Method of Apportionment. "Bonds" means any bonds or other debt (as defined in Section 53317(d) of the Act), whether in one or more series, issued by CFD No. 07-01 under the Act. "CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement for Facilities and the Special Tax Requirement for Services and providing for the levy and collection of the Special Taxes. "CFD No. 07-01" means City of Tustin Community Facilities District No. 2007-01 (Tustin Legacy/ Retail Center). "City" means the City of Tustin, California. "Council" means the City Council of the City, acting as the legislative body of CFD No. 07-01. "County" means the County of Orange, California. "Developed Property" means for a Fiscal Year, all Taxable Property (i) which was within a Final Map that was recorded prior to January 1 of the previous Fiscal Year, and (ii) for which a building permit for new construction, other than the construction of a garage, parking lot, parking structure or street, was issued after January 1, 2005, but prior to January 1 of the previous Fiscal Year. "Exempt Property" means any Lot located within the boundaries of CFD No. 07-01 which is exempt from the Special Tax pursuant to law or Section G below. "Final Map" means a final map, lot line adjustment, or parcel map, or portion thereof, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) and recorded with the County Recorder that creates individual Lots for which building permits may be issued. The term "Final Map" shall not include any Assessor's Parcel Map or subdivision map or portion thereof that does not create individual Lots for which a building permit may be issued. "Fiscal Year" means the twelve month period starting on July 1 of any calendar year and ending the following June 30. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 2 "Floor Area" or "FA" for Residential or Non-residential Property means the total of the gross area of the floor surfaces within the exterior wall of the building, not including space devoted to stairwells, basement storage, required corridors, public restrooms, elevator shafts, light courts, vehicle parking and areas incident thereto, mechanical equipment incidental to the operation of such building, and covered public pedestrian circulation areas, including atriums, lobbies, plazas, patios, decks, arcades and similar areas, except such public circulation areas or portions thereof that are used solely for commercial purposes. The determination of Floor Area shall be made by reference to appropriate records kept by the Department of City Planning or Department of Building and Safety. Notwithstanding the above, for purposes of determining the square footages of Floor Area for the Original Parcels in order to determine the allocation of Special Tax A to Successor Parcels, the square footages listed in Table 3 shall apply. "Future Public Property" means Taxable Property at the time of formation of CFD No. 07- 01 that becomes Public Property at some point thereafter. "Indenture" means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time. "Land Use" means the classification of Taxable Property, as identified in Section B below. "Lot" means a lot created by a Final Map for which building permits may or have already been issued for either residential or non-residential structures. "Maximum Special Tax" means the Maximum Special Tax A and/ or Maximum Special Tax B, as applicable. "Maximum Special Tax A" means the Maximum Special Tax A, determined in accordance with Section C, that can be levied in any Fiscal Year on any Assessor's Parcel. "Maximum Special Tax B" means the Maximum Special Tax B, determined in accordance with Section C, that can be levied in any Fiscal Year on any Assessor's Parcel. "Non-residential Property" means all Lots of Developed Property for which a building permit permitting the construction of one or more non-residential buildings or facilities has been issued by the City. "Original Parcel" means a Lot which was valid for Fiscal Year 2007-2008, as listed in Table 1 and Table 3 of Section C below. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 3 "Privately Owned Specific Retail Property" means property consisting of the followin Lots: "Proportionately" means that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Lots of Taxable Property. "Public Property" means (i) any Assessor's Parcel for which the owner of record, as determined from the County Assessor's secured tax roll for the Fiscal Year in which the Special Tax is being levied, is the federal government, the State of California, the County, the City, or any local government or other governmental agency, (ii) any property within a Final Map that is located within the boundaries of CFD No. 07-01 and was recorded as of the January 1 preceding the Fiscal Year in which the Special Tax is being levied and which, as determined from such Final Map, is or will be a public street, or (iii) any Assessor's Parcel which, as of the April 1 preceding the Fiscal Year for which the Special Tax is being levied, has been conveyed, irrevocably dedicated to, or irrevocably offered to the federal government, the State of California, the County, the City, or any local government or other governmental agency, provided such conveyance, dedication, or offer is submitted to the CFD Administrator prior to the May 1 preceding the Fiscal Year for which the Special Tax is being levied. "Remainder Lot" means Successor Parcels designated as a remainder lot by the CFD administrator for which a no building permit will be issued for a Taxable Property use (e.g., Public Property). "Residential Property" means all Lots of Developed Property for which a building permit permitting the construction thereon of one or more residential dwelling units has been issued by the City. "Special Tax" means the Special Tax A and/or Special Tax B, as applicable. "Special Tax A" means the special taxes to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax Requirement for Facilities. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin legacy/Retail Center) Page 4 Instrument Number Lot Lot Line Adjustment (Recording Date 2006000276405 Parcel 2 2006-01 4/25/06 2006000744979 Parcel 1 2006-07 11/13/06 2006000744979 Parcel 2 2006-07 11/03/06 2006000419431 Parcel 2 2006-02 (6/22/06) 2006000419912 Parcel 4 2006-03 6/23/06 AP: 434-431-24 NA NA AP: 434-441-12 NA NA "Proportionately" means that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Lots of Taxable Property. "Public Property" means (i) any Assessor's Parcel for which the owner of record, as determined from the County Assessor's secured tax roll for the Fiscal Year in which the Special Tax is being levied, is the federal government, the State of California, the County, the City, or any local government or other governmental agency, (ii) any property within a Final Map that is located within the boundaries of CFD No. 07-01 and was recorded as of the January 1 preceding the Fiscal Year in which the Special Tax is being levied and which, as determined from such Final Map, is or will be a public street, or (iii) any Assessor's Parcel which, as of the April 1 preceding the Fiscal Year for which the Special Tax is being levied, has been conveyed, irrevocably dedicated to, or irrevocably offered to the federal government, the State of California, the County, the City, or any local government or other governmental agency, provided such conveyance, dedication, or offer is submitted to the CFD Administrator prior to the May 1 preceding the Fiscal Year for which the Special Tax is being levied. "Remainder Lot" means Successor Parcels designated as a remainder lot by the CFD administrator for which a no building permit will be issued for a Taxable Property use (e.g., Public Property). "Residential Property" means all Lots of Developed Property for which a building permit permitting the construction thereon of one or more residential dwelling units has been issued by the City. "Special Tax" means the Special Tax A and/or Special Tax B, as applicable. "Special Tax A" means the special taxes to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax Requirement for Facilities. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin legacy/Retail Center) Page 4 "Special Tax B" means the special taxes to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax Requirement for Services. "Special Tax Requirement for Facilities" means (a) that amount with respect to CFD No. 07-01 required in any Fiscal Year to pay (i) for annual debt service on all outstanding Bonds due in the calendar year which commences in such Fiscal Year; (ii) periodic costs on the Bonds, including, but not limited to, the costs of remarketing, credit enhancement, and liquidity facility fees (including such fees for instruments that serve as the basis of a reserve fund in lieu of cash related to any such Bonds) and rebate payments; (iii) the Administrative Expenses; (iv) any reasonably anticipated delinquent Special Taxes based on the delinquency rate for Special Taxes levied in the previous Fiscal Year or otherwise reasonably expected; (v) any amounts required to establish or replenish any reserve funds established for the Bonds, and less (b) available funds as directed under the Indenture. "Special Tax Requirement for Services" means the amount required in any Fiscal Year for CFD No. 07-01 to (i) pay directly for Authorized Services due in the calendar year commencing in such Fiscal Year, (ii) pay a proportionate share of Administrative Expenses; less (iii) a credit for funds available to reduce the annual Special Tax B levy, as determined by the CFD administrator. "State" means the State of California. "Successor Parcel" means a Lot created by a Final Map, lot line adjustment, or similar instrument that is not an Original Parcel. "Taxable Property" means all Lots which are not exempt from the Special Tax pursuant to law or Section G below. "Trustee" means the trustee or fiscal agent under the Indenture. "Undeveloped Property" means, for each Fiscal Year, all Taxable Property not classified as Developed Property or Public Property., B. ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, commencing with Fiscal Year 2007-2008, all Taxable Property shall be classified as either Developed Property, Undeveloped Property, or Public Property and shall be subject to Special Taxes in accordance with this Rate and Method of Apportionment determined pursuant to Sections C, D, and E below. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 5 C. MAXIMUM SPECIAL TAX 1. Special Tax A Only the Lots identified in Table 1 below are subject to Special Tax A. a. Developed Property The Maximum Special Tax A for each Lot of Developed Property shall be the applicable Maximum Special Tax A identified in Table 1 below. Table 1 Fiscal Year 2007-2008 Maximum Special Tax A Community Facilities District No. 07-01 The Fiscal Year 2007-2008 Maximum Special Tax A, identified in Table 1 above, shall increase, commencing on July 1, 2008 and on July 1 of each Fiscal Year thereafter, by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 6 Recording Date Maximum Special Tax A Lot (Instrument Number) 2006-07 APN 434-441-18 NA $74,098 06/22/2006 Parcel 1 of LLA No. 2006-01 $19,458 (No. 2006000419431) 2006-07 APN 434-441-16 NA $409,774 11/03/2006 Parcel 1 of LLA No. 2006-05 $165500 (No. 2006000744977) 06/23/2006 Parcel 1 of LLA No. 2006-04 $13,200 (No. 2006000421177) 06/23/2006 Parcel 2 of LLA No. 2006-03 $12,926 (No. 2006000419912) 06/23/2006 Parcel 3 of LLA No. 2006-03 $105725 (No. 2006000419912) 06/22/2006 Parcel 1 of LLA No. 2006-02 $195846 (No. 2006000419431) 06/23/2006 Parcel 2 of LLA No. 2006-04 $317,338 (No. 2006000421177) The Fiscal Year 2007-2008 Maximum Special Tax A, identified in Table 1 above, shall increase, commencing on July 1, 2008 and on July 1 of each Fiscal Year thereafter, by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 6 b. Undeveloped Property The Fiscal Year 2007-2008 Maximum Special Tax A for each Assessor's Parcel of Undeveloped Property shall be $26,051 per Acre, and shall increase, commencing on July 1, 2008 and on July 1 of each Fiscal Year thereafter, by an amount equal to two percent (2%) of the Maximum Special Tax A for the previous Fiscal Year. 2. Special Tax B All Assessor's Parcels of Developed Property within CFD No. 07-01 will be subject to Special Tax B, unless exempted pursuant to Section G below. a. Maximum Special Tax B The Fiscal Year 2007-2008 Maximum Special Tax B shall be $0.06 per square foot of Floor Area. b. Increase in the Maximum Special Tax B The Fiscal Year 2008-2009 Maximum Special Tax B for Developed Property shall be $0.12 per square foot of Floor Area. The Fiscal Year 2009-2010 Maximum Special Tax B for Developed Property shall be $0.18 per square foot of Floor Area. The Fiscal Year 2010-2011 Maximum Special Tax B for Developed Property shall be $0.25 per square foot of Floor Area. On each July 1, commencing July 1, 2011, after the Maximum Special Tax B has been increased to $0.25 per square foot of Floor Area, the Maximum Special Tax B shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. Table 2 Maximum Special Tax B 2007-08 through 2011-12 City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 7 Maximum Fiscal Year Special Tax B 2007-08 $0.06 2008-09 $0.12 2009-10 $0.18 2010-11 $0.25 Escalates by 2011-12 2% annually City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 7 D. ALLOCATION OF MAXIMUM SPECIAL TAX A 1. Original Parcels Square footage of Floor Area for the Original Parcels is shown in Table 3 below. Table 3 FA of Original Parcels Community Facilities District No. 07-01 Original Parcels Square Footage of Floor Area* 2006-07 APN 434-441-18 44,908 Parcel 1 of LLA No. 2006-01 11,793 2006-07 APN 434-441-16 248,348 Parcel 1 of LLA No. 2006-05 10,000 Parcel 1 of LLA No. 2006-04 8,000 Parcel 2 of LLA No. 2006-03 7,834 Parcel 3 of LLA No. 2006-03 6,500 Parcel 1 of LLA No. 2006-02 125028 Parcel 2 of LLA No. 2006-04 192,326 *Square footage amounts contained herein are for the purpose of setting Special Tax A rates and may not conform to the square foot amounts as shown on a building permit. The square foot amounts contained herein will govern for purposes of implementing this Rate and Method of Apportionment. 2. Methodology for Allocating Maximum Special Tax A to Successor Parcels If any Original Parcel reflected in Table 3 above is subsequently changed or modified by the recordation of a Final Map, lot line adjustment or similar instrument, the total Maximum Special Tax A for all of the newly created Successor Parcels affected by such Final Map, lot line adjustment or similar instrument, excluding any Lot classified as a Remainder Lot, shall be equal to the Maximum Special Tax A of the Original Parcel(s). Maximum Special Tax for Successor Parcels shall be computed as follows: a. Determine the square footage of Floor Area for each Lot and Remainder Lot located within the Final Map, lot line adjustment or similar instrument that created the Successor Parcels. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 8 b. Divide the square footage of Floor Area for each newly created Lot by the aggregate square footage of Floor Area of all Lots of Taxable Property calculated in paragraph "a," to determine the percentage of the aggregate square footage of Floor Area to be allocated to each such Lot. c. Multiply the percentages(s) computed in paragraph "b" by the Maximum Special Tax A of the Original Parcel to determine the Maximum Special Tax A for each Lot. The aggregate Special Tax for the Lots will be levied on the corresponding Assessor's Parcels. E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX 1. Special Tax A Commencing with Fiscal Year 2007-2008 and for each following Fiscal Year, the Council shall determine the Special Tax Requirement for Facilities and shall levy the Special Tax A until the total Special Tax A levy equals the Special Tax Requirement for Facilities. The Special Tax A shall be levied each Fiscal Year as follows: First: The Special Tax A shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Maximum Special Tax A for Developed Property; Second: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first step has been completed, the Special Tax A shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property at up to 100% of the applicable Maximum Special Tax A for Undeveloped Property. Notwithstanding the above, under no circumstances will the Special Tax A levied against any Assessor's Parcel of Residential Property for which a certificate of occupancy has been issued be increased by more than ten percent as a consequence of delinquency or default by the owner of any other Assessor's Parcel within CFD No. 07-01. 2. Special Tax B Commencing with Fiscal Year 2007-2008 and for each following Fiscal Year, the Council shall levy the Special Tax B until the total Special Tax B levy equals the Special Tax Requirement for Services. The Special Tax B shall be levied each Fiscal Year as follows: The Special Tax B shall be levied Proportionately on each Assessor's Parcel of Developed Property within CFD No. 07-01 at up to 100% of the applicable Maximum Special Tax B for such parcel. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 9 F. FUTURE PUBLIC PROPERTY If any of the Original Parcels identified in Table 1 are acquired by a public entity through negotiated transaction, by gift, or devise, the present owner of that Parcel will be required to prepay and permanently satisfy the Special Tax A associated with such Parcel. G. EXEMPTIONS 1. Special Tax A No Special Tax A shall be levied on Privately Owned Specific Retail Property or Public Property. 2. Special Tax B No Special Tax B shall be levied on Public Property or Undeveloped Property. H. MANNER OF COLLECTION The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes and shall be subject to the same penalties, the same procedure, sale and lien priority in the case of delinquency; provided, however, that the Special Tax may be billed directly and/or may be collected at a different time or in a different manner if necessary or convenient to meet the financial obligations of CFD No. 07-01, or as otherwise determined by the CFD Administrator. The foreclosure remedies provided for in the Indenture shall apply upon the nonpayment of Special Tax A. I. REVIEWS AND APPEALS Any taxpayer may file a written appeal of the Special Tax levied on his/her property with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes. During the pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant's property. No refunds of previously paid Special Taxes shall be made. J. PREPAYMENT OF SPECIAL TAX A 1. Prepayment in Full The obligation of an Assessor's Parcel to pay the Special Tax A may be prepaid and permanently satisfied as described herein; provided that a prepayment may be made only for Assessor's Parcels of Developed Property, or an Assessor's Parcel of Undeveloped Property for which a building permit has been issued, and only if there are no delinquent Special City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 10 Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax A obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount of such Assessor's Parcel. The CFD Administrator may charge a reasonable fee for providing this service. Prepayment must be made not less than 45 days prior to the next occurring date that notice of redemption of Bonds from the proceeds of such prepayment may be given to the Trustee pursuant to the Indenture. The following additional definitions apply to this Section J: "Buildout" means, for CFD No. 07-01, that all expected building permits have been issued. "Previously Issued Bonds" means, for any Fiscal Year, all Outstanding Bonds that are deemed to be outstanding under the Indenture after the first interest and/or principal payment date following the current Fiscal Year. The Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount plus Redemption Premium plus Defeasance Amount plus Administrative Fees and Expenses less Reserve Fund Credit less Canitalized Interest Credit Total: equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Paragraph No.: 1. Confirm that no Special Tax delinquencies apply to such Assessor's Parcel. 2. For Assessor's Parcels of Developed Property, determine the Maximum Special Tax A. For Assessor's Parcels of Undeveloped Property for which a building permit has been issued, compute the Maximum Special Tax A for that Assessor's Parcel as though it was already designated as Developed Property, based upon the building permit which has already been issued for that Assessor's Parcel. 3. Divide the Maximum Special Tax A computed pursuant to paragraph 2 by the total estimated Maximum Special Tax A for the entire CFD No. 07-01 based on the Developed Property Special Tax A which could be levied in the current Fiscal Year on all expected development through Buildout of CFD No. 07-01, excluding any Assessor's Parcels which have been prepaid. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 11 4. Multiply the quotient computed pursuant to paragraph 3 by the amount of Previously Issued Bonds to compute the amount of Previously Issued Bonds to be retired and prepaid (the "Bond Redemption Amount"). 5. Multiply the Bond Redemption Amount computed pursuant to paragraph 4 by the applicable redemption premium (e.g., the redemption price -100%), if any, on the Previously Issued Bonds to be redeemed (the "Redemption Premium"). 6. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date not covered by the current Fiscal Year Special Taxes until the earliest redemption date for the Previously Issued Bonds. 7. Determine the Special Tax A levied on the Assessor's Parcel in the current Fiscal Year which has not yet been paid. 8. Compute the minimum amount the CFD Administrator reasonably expects to derive from the reinvestment of the Prepayment Amount less the Administrative Fees and Expenses (defined below) from the date of prepayment until the redemption date for the Previously Issued Bonds to be redeemed with the prepayment. 9. Add the amounts computed pursuant to paragraphs 6 and 7 and subtract the amount computed pursuant to paragraph 8(the "Defeasance Amount"). 10. The administrative fees and expenses of CFD No. 07-01 are as calculated by the CFD Administrator and include the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses"). 11. The reserve fund credit (the "Reserve Fund Credit") shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Previously Issued Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Previously Issued Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. No Reserve Fund Credit shall be granted if the amount then on deposit in the reserve fund for the Previously Issued Bonds is below 100% of the reserve requirement (as defined in the Indenture). 12. If any capitalized interest for the Previously Issued Bonds will not have been expended as of the date immediately following the first interest and/or principal payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to paragraph 3 by the expected balance in the capitalized interest fund or account under the Indenture after such first interest and/or principal payment (the "Capitalized Interest Credit"). City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 12 13. The Special Tax A prepayment is equal to the sum of the amounts computed pursuant to paragraphs 4, 5, 9, and 10, less the amounts computed pursuant to paragraphs 11 and 12 (the "Prepayment Amount"). From the Prepayment Amount, the amounts computed pursuant to paragraphs 4, 5, 9, 11 and 12 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Previously Issued Bonds or to make scheduled debt service payments or to pay administrative expenses related to the prepayment of the Special Tax. The amount computed pursuant to paragraph 10 shall be retained by CFD No. 07-01. The Special Tax A Prepayment Amount may be insufficient to redeem a full $5,000 increment of Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of Bonds or to make debt service payments. Upon confirmation of the payment of the current Fiscal Year's Special Tax A levy as determined under paragraph 7 (above), the CFD Administrator shall remove the current Fiscal Year's Special Tax A levy for such Assessor's Parcel from the County tax rolls. With respect to any Assessor's Parcel that is prepaid, the Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of the Special Tax A and the release of the Special Tax A lien on such Assessor's Parcel, and the obligation of such Assessor's Parcel to pay the Special Tax A shall cease. Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless, at the time of such proposed prepayment, the amount of Maximum Special Tax A that may be levied on Taxable Property within CFD No. 07-01 (after excluding Privately Owned Specific Retail Property and Public Property that are exempt from the Special Tax as set forth in Section G.1) both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Previously Issued Bonds, plus the Administrative Expenses. 2. Prepayment in Part The Special Tax A on an Assessor's Parcel of Developed Property or an Assessor's Parcel of Undeveloped Property for which a building permit has been issued may be partially prepaid. The amount of the prepayment shall be calculated as in Section J.1; except that a partial prepayment shall be calculated according to the following formula: PP = [(PE — A) x F] + A These terms have the following meaning: PP = the partial prepayment PE = the Special Tax A Prepayment Amount calculated according to Section J.l A = the Administrative Fees and Expenses calculated according to Section J.1 F = the percentage, expressed as a decimal, by which the owner of the Assessor's Parcel is partially prepaying the Special Tax A City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 13 The owner of any Assessor's Parcel who desires such prepayment shall notify the CFD Administrator of such owner's intent to partially prepay the Special Tax A and the percentage by which the Special Tax A shall be prepaid. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of the Special Tax A for an Assessor's Parcel within 30 days of the request and may charge a reasonable fee for providing this service. With respect to any Assessor's Parcel that is partially prepaid, the Council shall (i) distribute the funds remitted to it according to Section J.1, and (ii) indicate in the records of CFD No. 07-01 that there has been a partial prepayment of the Special Tax A and that a portion of the Special Tax A with respect to such Assessor's Parcel, equal to the outstanding percentage (1.00 - F) of the remaining Maximum Special Tax A, shall continue to be levied on such Assessor's Parcel pursuant to Section E.1. K. PREPAYMENT OF SPECIAL TAX B No prepayment of Special Tax B is allowed for any Assessor's Parcel within CFD No. 07- 01. L. TERM OF SPECIAL TAX The Special Tax A shall be levied for a period not to exceed forty-five years commencing with Fiscal Year 2007-2008. The Special Tax B shall be levied as long as necessary to meet the Special Tax Requirement for Services. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page 14 EXHIBIT A TYPES OF FACILITIES AND SERVICES Facilities The types of facilities to be financed by the Community Facilities District are street improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, storm drains, utilities, public parks and recreation facilities, public library facilities, fire protection facilities and equipment and land, rights-of-way and easements necessary for any of such facilities. Services The types of services to be financed by the Community Facilities District are police protection services, fire protection services, ambulance and paramedic services, recreation program services, maintenance of parks, parkways and open space and flood and storm protection services. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Page A-1 EXHIBIT B CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) MAXIMUM SPECIAL TAX A FOR DEVELOPED PROPERTY FISCAL YEAR 2007-2008 Recording Date Maximum Special Tax A Lot (Instrument Number) 2006-07 APN 434-441-18 NA $745098 06/22/2006 Parcel 1 of LLA No. 2006-01 $19,458 (No. 2006000419431) 2006-07 APN 434-441-16 NA $409,774 11/03/2006 Parcel 1 of LLA No. 2006-05 $16,500 (No. 2006000744977) 06/23/2006 Parcel 1 of LLA No. 2006-04 $13,200 (No. 2006000421177) 06/23/2006 Parcel 2 of LLA No. 2006-03 $12,926 (No. 2006000419912) 06/23/2006 Parcel 3 of LLA No. 2006-03 $10,725 (No. 2006000419912) 06/22/2006 Parcel 1 of LLA No. 2006-02 $19,846 (No. 2006000419431) Parcel 2 of LLA No. 2006-04 06/23/2006 $3175338 (No. 2006000421177) The Fiscal Year 2007-2008 Maximum Special Tax A, identified in Table 1 above, shall increase, commencing on July 1, 2008 and on July 1 of each Fiscal Year thereafter, by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. EXHIBIT C CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) MAXIMUM SPECIAL TAX B FOR DEVELOPED PROPERTY FISCAL YEAR 2007-2008 through 2011-2012 Maximum Fiscal Year Special Tax B 2007-08 $0.06 2008-09 $0.12 2009-10 $0.18 2010-11 $0.25 Escalates by 2% 2011-12 annually Commencing on July 1, 2012, the Maximum Special Tax B, identified in the table above, shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. EXHIBIT D CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) BOUNDARY MAP ___­ ........... ......... . ­_,_______._----- . . . . . .................. . ... . . ........... .......... - - -------- _- _ .... ........ __ .......... .... ... ... SHEET 1 OF 2 PROPOSED BOUNDARIES OF CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY / RETAIL CENTER) AssessCOUNTY OF ORANGE or STATE OF CALIFORNIA Parcels within CFD 07-1 Boundaries: 434-431-03 434-431-05 434-431-06 434-431-10 434-431-11 434-431-12 434-431-21 434-431-22 4-- 434-431-24 434-431-25 434-431-30 434-441-01 434-441-03 Reference is hereby made to the Assessor maps of the County of 434-441-04 Orange and to Orange County Lot Line Adjustment (LLA) 434-441-05 2006-01, recorded on 04/25/06 as Instrument No. 2006000276405, 434-441-06 2006-02, recorded on 06/22/06 as Instrument No. 2006000419431, 434-441-07 2006-03, recorded on 06123/06 as Instrument No. 2006000419912, 434-441-08 2006-04, recorded on 06/23106 as Instrument No. 2006000421177, 434-441-09 2006-05, recorded on 11/03/06 as Instrument No. 2006000744977, and 434-441-10 2006-07, recorded on 11103/06 as Instrument No. 2006000744979, 434-441-11 for a description of the lines and dimensions of 434-441-12 each lot and parcel. I 4134 JAI 43 TUSTIN RAmrw onan 434-441-14 . ..... 434-441-15 434-441 -16 434-441-17 434-441-18 ......................... ........... .......... . . . . Proposed Boundaries of City of Tustin Community Facilities District No. 07-1 (Tustin Legacy I Retail Center) Area Subject to Tax A and Tax B; Area Subject to Tax B Only .. .......... - - .......... (1) Filed in the office of the City Clerk of the City of Tustin this 15t- day of tyla,, , 2007, �,l �wPamela Stoker, City Clerk, City of Tustin (2) 1 hereby certify that the within map showing the proposed boundaries of City of Tustin Community Facilities District No. 07-1 (Tustin Legacy / Retail Center), County of Orange, State of California, was approved by the City Council of the City of Tustin at a regular meeting thereof, held on the t� day of r1,14� 2007, by its Resolution No. 07-- wq_ 4 H -i ,,,t --Pamela Stoker, City Clerk, City of Tustin Recording requested by: City of Tustin (3) Filed this q4*`1 day ofMo-A 2007, at the hour of 1D.2.q o'clock A m, in Book q of Maps of Assessment and Community Facilities Districts at page and as Instrument No. -2_ponpc)w-z_tt,Z_ —in the office of the County Recorder of the County of Orange, State of California. Tom Daly County Clerk -Recorder of County of Orange By 6&"_ CC ((� Deputy Fee Exempt recording requested, per t': CA Government Code §6103 . . .............. . ......... qZ. .......... SHEET 2 OF 2 PROPOSED BOUNDARIES OF CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY / RETAIL CENTER) COUNTY OF ORANGE STATE OF CALIFORNIA Proposed Boundaries of City of Tustin Community Facilities District No. 07-1 (Tustin Legacy I Retail Center) .......... .......... RANCH RO AD 434-441-18 4s 434-44i-17 ............ ........... ft 110 J& tow -2�0v # ... . .... ... AL 4# 434-441-16 A 4 Area Subject to Tax A: 434-441-16 Area Subject to Tax B: 434 -441-17 434-431-24 434-441-18 434-441-12 LLA 2006-01 Parcel 1 LLA 2006-01 Parcel 2 LLA 2006-02 Parcel 1 L - LA 2006-02 Parcel 2 LLA 2006-03 Parcels 2 and 3 LLA 2006 03 Parcel 4 L LLA 2006-04 Parcels I and 2 LA 2006-07 Parcels I and 2 LLA 2006-05 Parcel 1 All areas subject to Tax A . .. ..... ....... - .. ...... ..