HomeMy WebLinkAbout13 COMM FAC'S DIST 06-07-04
City Manager
Finance Director
t:
AGENDA REPORT
Agenda Item
Reviewed:
MEETING DATE:
June 7, 2004
TO:
William A. Huston, City Manager
FROM:
Ronald A. Nault, Finance Director
SUBJECT:
RESOLUTION NO. 04-53 OF THE INTENTION TO ESTABLISH A COMMUNITY
FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES,
AND RESOLUTION NO. 04-54 TO INCUR BONDED INDEBTEDNESS OF THE
PROPOSED CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 04-1
SUMMARY:
At the March 1st City Council meeting, the Council adopted the City's Mello-Roos Goals &
Policies and authorized staff to proceed with the formation of Community Facilities Districts
(CFDs) for the Legacy Project. The first CFD is being petitioned for by WL Homes LLC for
Parcels 33 and 34, generally known as Tustin Fields. The items you are now asked to
approve are the initial documents that respond to the developer's petition and direct staff to
proceed with the creation of the district, establish the rate and method of the special tax
apportionment, approve a deposit and reimbursement agreement to recover the cost of
formation, and incur debt.
RECOMMENDATION:
1. Adopt Resolution No. 04-53, a Resolution of the City Council of the City of Tustin,
California, of the Intention to Establish a Community Facilities District and to Authorize
the Levy of Special Taxes.
2. Adopt Resolution No. 04-54, a Resolution of the City Council of the City of Tustin,
California, to Incur Bonded Indebtedness of the Proposed City of Tustin Community
Facilities District No. 04-1 (Tustin Legacy/John Laing Homes).
3. Authorize the selection of various Consultants for this initial Community Facilities
District financing as recommended by staff.
FISCAL IMPACT:
None.
DISCUSSION:
The items you are requested to approve at this time are governed by the Mello-Roos
Community Facilities Act of 1982. They are the initial documents that formally begin the CFD
formation process. Additional documents requiring your approval to hold and certify an
election and to proceed with the issuance of bonds will come to you at future meetings
between now and the end of October.
Exhibit B, Proposed Rate and Method of Apportionment of Special Tax, attached to Resolution
No. 04-53, includes several schedules detailing the proposed special taxes necessary to cover
the bonded indebtedness and services for the proposed CFD. The cost of the preparation of
the CFD will be borne by WL Homes LLC and detailed in the Deposit and Reimbursement
Agreement attached to Resolution No. 04-53.
Staff is requesting authorization from the City Council to enter into agreements to provide
various services in conjunction with this CFD formation and implementation as follows:
. David A. Taussig & Associates as Special Tax Consultant
. Orrick, Herrington & Sutcliffe, LLP as Bond Counsel
. Gardner, Underwood & Bacon, LLC as Pricing Consultant
. CitiGroup as Bond Underwriters
. Harris Realty Appraisal for Appraisal Services
. The Meyers Group for Absorption Services
Staff and the City's consulting team will be available at the meeting to respond to specific
questions that the City Council may have regarding this first Community Facilities District.
Attachments
U, INa" Itl RAN) IRe,ol" Ii 00 ,0 4.53a od04. 54 Co m m" 0 ItyF a " Iltl e ,0 I ,tol ,tF oom '" 00 . do,
RESOLUTION NO. 04-53
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TUSTIN, CALIFORNIA OF INTENTION TO ESTABLISH A
COMMUNITY FACILITIES DISTRICT AND TO AUTHORIZE THE
LEVY OF SPECIAL TAXES
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WHEREAS, the City Council (the "City Council") of the City of Tustin (the
"City") has received a written petition (the "Petition") from WL Homes LLC (the
"Landowner") requesting the institution of proceedings for the establishment of a
community facilities district (the "Community Facilities District"); and
WHEREAS, the Landowner has represented and warranted to the City
Council that the Landowner is the owner of 100% of the area of land proposed to
be included within the Community Facilities District; and
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WHEREAS, under the Mello-Roos Community Facilities Act of 1982 (the
"Act"), the City Council is authorized to establish the Community Facilities District;
and
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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; and
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 53321 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
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WHEREAS, the City and the Landowner are entering into a Deposit and
Reimbursement Agreement, dated as of June 1, 2004 (the "Deposit Agreement"),
that provides for the advancement of funds by the Landowner to be used to pay
costs incurred in connection with the establishment of the Community Facilities
District and the issuance of special tax bonds thereby, and provides for the
reimbursement to the Landowner of such funds advanced, without interest, from
the proceeds of any such bonds issued by the Community Facilities District; and
WHEREAS, the City desires to include in this Resolution, in accordance with
Section 53314.9 of the Act, the proposal to repay funds pursuant to the Deposit
Agreement;
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NOW, THEREFORE, be it resolved by the City Council of the City of Tustin
as follows:
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The City Council hereby finds that the Petition is signed by the requisite
number of owners of land proposed to be included in the Community Facilities
District.
The City Council proposes to establish a community facilities district under
the terms of the Act. The boundaries of the territory proposed for inclusion in the
Community Facilities District are described in the map showing the proposed
Community Facilities District (the "Boundary Map") on file with the City Clerk of the
City (the "City Clerk"), which boundaries are hereby preliminarily approved and to
which map reference is hereby made for further particulars. The City Clerk is
hereby directed to sign the original Boundary Map and record, or cause to be
recorded, the Boundary Map with all proper endorsements thereon in the office of
the Orange County Recorder within 15 days of the date of adoption of this
Resolution, all as required by Section 3111 of the California Streets and Highways
Code.
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The name proposed for the Community Facilities District is "City of Tustin
Community Facilities District No. 04-1 (Tustin Legacy/John Laing Homes)".
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. All
of the Facilities are proposed to be purchased as completed public facilities. 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.
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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 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 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.
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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 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.
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The City Council hereby fixes Monday, July 19, 2004, at 7:00 p.m., or as
soon thereafter as the City Council may reach the matter, at 300 Centennial Way,
Tustin, California, as the time and place when and where the City Council will
conduct a public hearing on the establishment of the Community Facilities District.
The City Clerk is hereby directed to publish, or cause to be published, a
notice of said public hearing one time in a newspaper of general circulation
published in the area of the Community Facilities District. The publication of said
notice shall be completed at least seven days prior to the date herein fixed for said
hearing. Said notice shall contain the information prescribed by Section 53322 of
the Act.
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The levy of said proposed special tax shall be subject to the approval of the
qualified electors of the Community Facilities District at a special election. The
proposed voting procedure shall be by mailed or hand-delivered ballot among the
landowners in the Community Facilities District, with each owner having one vote
for each acre or portion of an acre such owner owns in the Community Facilities
District.
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Each officer of the City who is or will be responsible for providing one or
more of the proposed types of Facilities or Services is hereby 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 the Facilities and Services. Such officers
are hereby also directed to estimate the fair and reasonable cost of the Facilities
proposed to be purchased as completed public facilities and of the incidental
expenses proposed to be paid. Such report shall be made a part of the record of
said public hearing.
The Landowner 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 establishment 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.
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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.
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This Resolution shall take effect immediately upon its adoption.
APPROVED and ADOPTED by the City Council of the City of Tustin on
June 7, 2004.
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Tony Kawashima
Mayor
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ATTEST:
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Pamela Stoker
City Clerk
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A:\Re50i ution04-531 ntention T oEstablishComm u nityF aci I ities District doc
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STATE OF CALIFORNIA)
COUNTY OF ORANGE)
CITY OF TUSTIN )
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RESOLUTION NO. 04-53
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Pamela Stoker, City Clerk and ex-officio Clerk of the City Council of the City of
Tustin, California, does hereby certify that the whole number of the members of the
City Council of the City of Tustin is five; that the above and foregoing Resolution
was passed and adopted at a regular meeting of the City Council held on the 7th
day of June, 2004 by the following vote:
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COUNCILMEMBER AYES:
COUNCILMEMBER NOES:
COUNCILMEMBER ABSTAINED:
COUNCILMEMBER ABSENT:
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Pamela Stoker
City Clerk
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A:\Resol utionO4-531 ntention T oEstabl ish Com mun ityF acilitiesD istrict. doc
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PETITION
TO CREATE A
COMMUNITY FACILITIES DISTRICT
City Council
City ofTustin
300 Centennial Way
Tustin, Califomia 92680
Members of the City Council:
This is a petition to create a community facilities district, and a waiver with respect to
certain procedural matters, under the Mello-Roos Community Facilities Act of 1982 (the "Act"),
and the undersigned hereby states as follows:
1. Landowner. This Petition is submitted by WL Homes LLC (the "Landowner"), as
the owner of 100% of the area of land proposed to be included within the community facilities
district.
2. Proceedings Requested. The Landowner hereby requests that the City Council (the
"City Council") of the City of Tustin (the "City") institute proceedings pursuant to the Act to
establish a community facilities district to be named "City of Tustin Community Facilities
District No. 04-1 (Tustin Legacy/John Laing Homes)" (the "Community Facilities District"), to
levy special taxes in the Community Facilities District and to authorize special tax bonds for the
Community Facilities District in an amount of not to exceed $15,000,000.
3. Boundaries of Community Facilities District. The boundaries of the territory which
is proposed for inclusion in the Community Facilities District are described in Exhibit A attached
hereto and made a part hereof.
4. Types of Facilities and Services. The types of facilities and services to be financed
by the Community Facilities District are described in Exhibit B attached hereto and made a part
hereof.
5. Elections. The Landowner hereby requests that the special elections to be held under
the Act to authorize the special taxes for the Community Facilities District, to authorize the
issuance of the bonds for the Community Facilities District and to establish an appropriations
limit for the Community Facilities District be consolidated into a single election and that the
election be conducted by the City and its officials using mailed or hand-delivered ballots and that
such ballots be opened and canvassed and the results certified at the same meeting of the City
Council as the public hearings on the Community Facilities District under the Act, or as soon
thereafter as possible.
DOCSLA] 0467564.3
4208]-8 GH]
6. Waiver. To expedite the completion of the proceedings for the Community Facilities
District, the Landowner hereby waives all notices of hearings (other than published notices
required under the Act) and all notices of election, all applicable waiting periods under the Act
for the election, all ballot analysis and arguments for the election and all requirements as to the
form of the ballot.
7. Deposit. Submitted herewith is (a) a check in the amount of $50,000 which shall
constitute the deposit required by the City to be used to compensate the City Council and the
City for all costs incurred in conducting proceedings to create the Community Facilities District,
and (b) a duly executed Deposit and Reimbursement Agreement, dated as of the date hereof (the
"Deposit Agreement"), by and between the City and the Landowner.
8. Representations and Warranties. The Landowner hereby represents and warrants
to the City that (a) the Landowner is, as of the date of this Petition, the legal owner of the fee
interest in 100% of the property proposed to be included within the Community Facilities
District and that no other person or entity is the legal owner of all or any portion of the fee
interest in any of such property, (b) the Landowner has the power and authority to execute and
deliver this Petition and the Deposit Agreement, and has taken all action necessary to cause this
Petition and the Deposit Agreement to be executed and delivered on its behalf, and each of this
Petition and the Deposit Agreement has been duly and validly executed and delivered on behalf
of the Landowner.
9. Mailing Address. The address of the Landowner for receiving notices is: WL Homes
LLC, 3121 Michelson Drive, Suite 200, Irvine, California 92612, Attention: Vice President,
Planning and Development.
This Petition is dated as of June 1,2004.
WL HOMES LLC
By:
DOCSLA I 0467564.3
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EXHIBIT A
BOUNDARIES OF COMMUNITY FACILITIES DISTRICT
The boundaries of the territory which is proposed for inclusion in the Community Facilities
District are depicted in the attached map. Such territory is identified as the following Orange
County Assessor Parcel Nos.:
DOCSLA I 0467564.3
42081-8GHI
A-I
EXHIBIT B
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, public 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.
OOCSLA 1 ,467564.3
42081-8GHI
B-1
DEPOSIT AND REIMBURSEMENT AGREEMENT
by and between
CITY OF TUSTIN
and
WL HOMES LLC
Dated as of June 1, 2004
City of Tustin
Community Facilities District No. 04-1
(Tustin Legacy/John Laing Homes)
DOCSLAL467537.]
42081-8 GHI
DEPOSIT AND REIMBURSEMENT AGREEMENT
THIS DEPOSIT AND REIMBURSEMENT AGREEMENT (this "Deposit
Agreement"), dated as of June 1,2004, is by and between the CITY OF TUSTIN, a generallaw
city organized and existing under and by virtue of the laws of the State ofCalifornia (the "City"),
and WL HOMES LLC, a limited liability company organized and existing under and by virtue of
the laws of the State of Delaware (the "Landowner").
WITNE S SE TH:
WHEREAS, the Landowner has petitioned the City to establish a community facilities
district to be designated "City of Tustin Community Facilities District No. 04-1 (Tustin
Legacy/John Laing Homes)" (the "Community Facilities District") under the Mello-Roos
Community Facilities Act of 1982 (the "Act");
WHEREAS, the City's Mello-Roos Community Facilities Act of 1982 Local Goals and
Policies (the "Policies") provide that the costs of the proceedings for a community facilities
district financing initiated by petition of landowners are to be borne by the petitioners, that no
action will be taken on any petition unless and until a deposit of funds is made by the petitioners
with the City and that, .if bonds are issued by such community facilities district, the petitioners
will be reimbursed from bond proceeds for the portion of such deposit that has been expended or
encumbered;
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 10cal 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 of 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 the 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 the Landowner desire to enter into this Deposit Agreement in
accordance with the Policies and Section 53314.9 of the Act in order to provide for the
advancement of funds by the Landowner to be used to pay costs incurred in connection with the
establishment of the Community Facilities District and the issuance of special tax bonds (the
DOCStA 1 0467537.3
42081-8 GHI
"Bonds") thereby, and to provide for the reimbursement to the Landowner of such funds
advanced, without interest, from the proceeds of any Bonds issued by the Community Facilities
District;
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
Section 1. The Deposits and Application Thereof. (a) The Landowner has delivered to
the City a check payable to the "City of Tustin" in the amount of $50,000 (the "Initial Deposit").
The City, by its execution hereof, acknowledges receipt of, and accepts, the Initial Deposit.
(b) The Initial Deposit, together with any subsequent deposit required to be made by
the Landowner pursuant to the terms hereof (collectively, the "Deposits"), are to be used to pay
for any costs incurred for any authorized purpose in connection with the establishment of the
Community Facilities District and the issuance of Bonds thereby, including, without limitation,
(a) the fees and expenses of any consultants to the City employed in connection with the
establishment of the Community Facilities District and the issuance of Bonds thereby, including
an engineer, special tax consultant, financial advisor, bond counsel and any other consultant
deemed necessary or advisable by the City, (b) the costs of appraisals, market absorption and
feasibility studies and other reports deemed necessary or advisable by the City in connection
with the establishment of the Community Facilities District and the issuance of Bonds thereby,
(c) the costs of pub Ii cation of notices, preparation and mailing of ballots and other costs related
to any hearing, election or other action or proceeding undertaken in connection with the
establishment of the Community Facilities District and the issuance of Bonds thereby, (d)
reasonable charges for City staff time incurred in connection with the establishment of the
Community Facilities District and the issuance of Bonds thereby, including a reasonable
allocation of City overhead expense related thereto, and (e) any and all other actual costs and
expenses incurred by the City in connection with the establishment of the Community Facilities
District and the issuance of Bonds thereby (collectively, the "Initial Costs"). The City may draw
upon the Deposits from time to time to pay the Initial Costs.
(c) If, at any time prior to the establishment of the Community Facilities District and
the issuance of Bonds thereby, the unexpended and unencumbered balance of the Deposits is less
than $5,000, the City may request, in writing, that the Landowner make an additional deposit in
an amount estimated to be sufficient, together with any such unexpended and unencumbered
balance and any special taxes of the Community Facilities District available for such purpose, to
pay for all Initial Costs. The Landowner shall make such additional deposit with the City within
ten 'business days of the delivery to the Landowner of the City's written request therefor. If the
Landowner fails to make any such additional deposit within such ten business day period, the
City may cease all work related to the establishment of the Community Facilities District and the
issuance of Bonds thereby.
(d) The Deposits may be commingled with other funds of the City for purposes of
investment and safekeeping, but the City shall at all times maintain records as to the expenditure
of the Deposits.
DOCSLAIA67537.3
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(e) The City shall provide the Landowner with a written monthly summary of
expenditures made from the Deposits, and the unexpended balance thereof, within ten business
days of receipt by the City of a written request therefor submitted by the Landowner. The cost of
providing any such summary shall be charged to the Deposits.
Section 2. Return of Deposits; Reimbursement. (a) As provided in Section 53314.9 of
the Act, the approval by the qualified electors of the Community Facilities District of the
proposed special tax to be levied therein is a condition to the repayment to the Landowner of the
funds advanced by the Landowner pursuant hereto. Therefore, if the qualified electors of the
Community Facilities District do not approve the proposed special tax to be levied therein, the
City shall have no obligation to repay the Landowner any portion of the Deposits expended or
encumbered to pay Initial Costs. In accordance with Section 53314.9 of the Act, if the qualified
electors of the Community Facilities District do not approve the proposed special tax to be levied
therein, the City shall return to the Landowner any portion of the Deposits which have not been
expended or encumbered to pay Initial Costs by the time of the election on said proposed special
tax.
(b) If proceedings for the establishment of the Community Facilities District or the
issuance of Bonds thereby are terminated, the City shall, within ten business days after official
action by the City or the Community Facilities District to terminate said proceedings, return the
then unexpended and unencumbered portion of the Deposits to the Landowner, without interest.
(c) If Bonds are issued by the Community Facilities District, the City shall reimburse
the Landowner, without interest, for the portion of the Deposits that has been expended or
encumbered, said reimbursement to be made within ten business days after the issuance of such
Bonds, solely from the proceeds of such Bonds and only to the extent otherwise permitted under
the Act. The City shall, within ten business days after the issuance of such Bonds, return the
then unexpended and unencumbered portion of the Deposits to the Landowner, without interest.
Section 3. Deposit Aereement Not Debt or Liability of City. As provided in Section
53314.9(b) of the Act, this Deposit Agreement does not constitute a debt or liability of the City.
The City shall not be obligated to advance any of its own funds to pay Initial Costs or any other
costs incurred in connection with the establishment of the Community Facilities District and the
issuance of Bonds thereby. No member of the City Council of the City and no officer, employee
or agent of the City shall to any extent be personally liable hereunder.
Section 4. Notices. All written notices to be given hereunder shall be given to the party
entitled thereto at its address set forth below, or at such other address as such party may provide
to the other parties in writing from time to time, namely:
If to the City:
City of Tustin
300 Centennial Way
Tustin, California 92680
Attention: Director of Finance
DOCSLAl,467537.J
42081-8GHI
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If to the Landowner
WL Homes LLC
3121 Michelson Drive, Suite 200
Irvine, California 92612
Attention: Vice President, Planning and Development
Each such notice, statement, demand, consent, approval, authorization, offer, designation,
request or other communication hereunder shall be deemed delivered to the party to whom it is
addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic
communication, whether by telex, telegram or telecopier, upon the sender's receipt of an
appropriate answerback or other written acknowledgment, (c) if given by registered or certified
mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours
after such notice is deposited with the United States mail, (d) if given by overnight courier, with
courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any
other means, upon delivery at the address specified in this Section.
Section 5. California Law. This Deposit Agreement shall be governed and construed in
accordance with the laws of the State of Califomia.
Section 6. Severability. If any part of this Deposit Agreement is held to be illegal or
unenforceable by a court of competent jurisdiction, the remainder of this Deposit Agreement
shall be given effect to the fullest extent reasonably possible.
Section 7. Successors and Assie.ns. This Deposit Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.
Section 8. Counterparts. This Deposit Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Deposit Agreement as
of the date first written above.
CITY OF TUSTIN
By:
WL HOMES LLC
By:
DOCSLAIA67537.3
42081-8 GHt
4
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, public 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.
A-1
EXHIBIT B
PROPOSED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
B-1
A,IRe,01"tloo04-53E,hlbl"AaodB.doc
TAX SPREAD, a
@DAVID TAUSSIG AND ASSOCIATES, tNC.
n_'"
USSU
FROM2004J11)
TOTAL
CLASS 1 SINGLE FAMILY DETACHED I"
ClASS 2 SINGLE FAMILY DETACHED '.349SF)
ClASS' SINGeEFAMILYDETAC><ED, '.149 SF)
clASS' SINGLE FAMILY DETACHED (2.""'-2,949 SF)
ClASS' SINGLE FAMILYDETACHEO (2,350-2,6"SF)
ClASSO SINGLE FAM<YOETACHED (1."'0.2.349SF)
ClASS 7 SINGLE FAMILY DETACHEDt1.500 -1.099 SF)
ClASS 0 SINGLE FAMILY DETAC><ED«1.500 SF)
ClASS 9 SINGLE FAMILY ATTACHED ("1.700 SF)
CLASS 10 SINGLE FAMILY ATTACHED « 1,700 SF)
ClASS 11 AFFOF!DABLE UNITS (MODERATE)
ClASS 12 AFFORDABLE UNITS (LOWER)
ClASS 13 . AFFOF!DABLE UNITS (VERY LOW)
ACREAGE SUMMARY [1)
GROSS ACREtAGE
EXEMPT puaLic PROPERTY
EXEMPT PROPERTYOWNERASSOCtATK>N PROPERTY
NETTAXABLEACREAGE
68.5
(1.4)
(271)
40.0
PROPOSED SPECIAL TAXES AND BONDED INDEBTEDNESS FOR
CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 04-1
(TUSTIN LEGACY/JOHN LAING HOMES)
(Leyel Debt Service and Spedal Taxes)
SERIES 2004
-------.:so¡¡;
30
5.00%
7<5%
0.19%
RESERVE FUND
CAPITALI2EO INTEREST (12 MONTHS)
OTHER ASSUMPTIONS
REINVESTMENT INTEREST RATE
DISCOUNT RATE FOR NPV ANALYSIS
PROPERTY INFLATION RATE
AOM..,STRATION EXPENSE INFLATION RATE
109
"
22
33
SPECIAi. TAX ASSUMPTIONS
NON-RESIDENTIAL ACRE
UNOEVELOPED ACRE
SACK UP TAX PER ACRE
% SPECIAL TAX INCREASE PRIOR TO BUILDING PERMIT
% SPECIAL TAX INCREASE AFTER BUILDING PERMIT
% LEVY OF MAX"UM TAX
SINGLE FAMILY DETACHED UNITS
SINGLE FAMILY ATT~HEDUNITS
PER UNIT
"16.00
"16.00
$131.00
S33.00
NA
""'-""II
$306""
$306.00
$1~""
$20.00
NA
AMOUNT
$"'.552
$32,000
$2,862
$1,089
$267,131
NO!!IlIII
$136.702
$19,27B
$1.716
....
$158,436
SPECIAL TAX CLASS
ClASS 1 SINGLE FAMILY DETACHEO(" 3,350 SF)
CLAS", SlNGLEFAMILYDETACHED(3,150-3,349SF)
ClASS 3 SINGLEFAMILYDETACHEDt2.950-3,149SF)
ClASS' SINGLEFAMILYDETACHED(2,650-2,949SF)
clASS' SINGLE FAMILY DETACHED (2,3$0 - 2,"9SF)
ClAS96 SINGLE FAMILY DETACHED (1,900-2.349SF)
ClASS 7 SINGLE FAMILY DETACHED (1,500 -1.'99 SF)
ClASS S SINGLE FAMILY DETACHED « 1,600 SF)
ClASS 9 SINGLE FAWLY ATTACHED I>' 1,700 SF)
CLASS 10 SINGLE FAMILY ATTACHEDt<1.700 SF)
clASS 11 AFFOF!PABLEUNITS(MOOERATE)
ClASS 12 AFFOF!DABLE UNITS (LQWER)
CLASS13 AFFOF!DABLEUNITS(VERYLOW)
ET.
MINIM..M DEBT SEIM"" covERAGE
GROSS OEOT SERVICE COVERAGE
NET DEDT SERYlCE COVERAGE
2O"LOWEST
~
$798.9'"
$755,'00
$133.990
$"'.990
$674,990
$630,990
S095,990
"49,990
"62.990
$4",'"
$266.637
$129246
$74.434
11002%
"'37%
SUMMARY OF TAX COMPUT A nONS
PROJECTED SPECIAL TAX
(FISCAi. YEAR ,.0+2005)
SPECIAL TAX <.LB.
$0 0.0000% 1
$0 0.0000% 1
so 0.0000% 1
$0 0.0000% 1.2173%
$0 00000% 1.2269%
so 00000% 1.2407%
so 00000% 12513%
so 0 0000% 12668%
SO 00000% 12"'%
SO 00000% 1.2816%
SO 0.0000% 1.4675%
$0 0.0000% 1.4670%
$0 00000% 1."81%
MAJOR CONCLUSIONS
M
(FIS'
-'""'&IAI..IM
$3.410
$3.182
$3,039
$2,966
$2,704
$2,'53
$2,254
$1,96'
$2.112
$1.719
$378
$209
'53
!W!.
0.'268%
0.4192%
0.3782%
0,3606%
0.3751%
0.3490%
0.1418%
0.1617%
0.0712%
TOTAL BONDED INDEBTEDNESS [~
TOTAL BOND FINANCED FAClU11ES
TOTAL DEBT SERVICE' ADMINISTRATION
MISCELLANEGUS REVENUES
TOTAL NET DEDT S<RYlCE
$28.611.090
t$2.343,2T8J
.""7,812
$12.000,000
$9.133.""
I!1IAI.UJ!.
18295%
1.8295%
1.6294%
1.6294%
16296%
16296%
1.6295%
18295%
1.8295%
18295%
1.6293%
1.6203%
1.6293%
$26.981.558
SO
'268254
-- - $2ö,ID;812
KICIi,_T""".C~T_AS~"""La;...IT.",,__'La;....123
"54.765
City of Tustin CFO No. 04-1 (Tustin Legacy/John taing Homes) : 8
Draft - Unaudited
Page 2
CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 04-1
(TUSTIN LEGACY/JOHN LAING HOMES)
MAXIMUM RESIDENTIAL SPECIAL TAX RATES
SINGLE FAMILY DETACHED« 1,500 SF)
1,700 SF)
AFFORDABLE UNITS (MODERATE)
AFFORDABLE UNITS (LOWER)
$129,248
$74,434
[1] Sal.. prices ba"'" 00 iofonnaboo dated 5126104 aod pro~ded by Joho Lal"" Homes.
12] Land val," ..Omated al60% of sol.. price p""usn' to In/me Roo'" Water District.
City ofTustin CFD No. 04-1 (Tustin Legacy/John Laing Homes): 8
FISCAL YEAR - COLLECTION OF TAXES
CALENDAR YEAR. PAYMENTS TO BONO HOLDERS
I. CFD BONDED INDEBTEDNESS
BOND FINANCEO CONSTRUCTION PROCEEDS
--.---.----------------------------.--..-.
TOTAL CONSTRUCTION PROCEEDS
TOTAL BONDEO INDEBTEDNESS
III A8SORPTlON~ BUILDING PERMITS (as of 1/11
UNOEVELOPEO PROPERTY
REMAINING UNDEVELOPEO ACREAGE
DEVELOPED NON-RESIDENTtAL PROPERTY
OEVELOPEO NON-RESIDENTIAL ACREAGE
DEVELOPED RESIDENTIAL PROPERTY
ClASS 1 SINGLE FAMILY DETACHED ("> 3,350 SF)
ClASS 2 SINGLEFAMILY DETACHED 13,150 - 3,349 SF)
CLASS 3 SINGLE FAMILY DETACHED (2,950.3,149 SF)
CLASS 4 SINGLE FAMILY DETACHED 12,650.2,949 SF)
CLASS 5 SINGLE FAMILY DETACHED (2,350.2,649 SF)
CLASS' SINGLEFAMILY DI1'tACHED It,900. 2,349 SF)
CLASS 1 SINGLE FAMILY DETACHED (1,!;DO.I,'" Sf)
CLASS, SINGLE FAMILY DETACHED « 1,500 SF)
CLASS" SINGLE fAMILY ATTACHED ("> 1,100 SF)
CLASS 10 SINGLE FAMILY ATTACHED « 1 ,700 SF)
CLASS 11 AffORDABLE UNITS (MODERATE)
ClASS 12 AffORDAeLE UNITS (LOWER)
CLASS 13 AFFORDABLE UNITS (VERY LOW)
..---.--.---.--.----..--.--.--.-.-..-.-.-.--.----.--.--
TOTAL DEVELOPED RESIDENTIAL UNITS
lit. MELLO.ROOS SPECIAL TAXES
UNDEVELOPED PROPERTY SPECIAL TAXES
NON-RESIOENTIAL PROPERTY SPECIAL TAXES
RESIDENTIAL PROPERTY SPECIAL TAXES
CLASS 1 SINGLE FAMILY DETACHED 1">3,350 SF)
CLASS 2 SINGLE FAMILY DETACHED 13,150.3,349 SF)
CLASS 3 SINGLE FAMILY DETACHED 12,950 - 3,149 SF)
CLASS 4 SINGLE FAMILY DETACHED 12,650 - 2,94" SF)
CLASS 5 SINGLE FAMILY DETACHED 12,350 - 2,649 SF)
CLASS 6 SINGLE FAMII.Y DETACHED tl,900 - 2,349 SF)
CLASS 7 SINGLE FAMII.Y DETACHED (I,SOO-I,B.. SF)
CLASS, SINGLE FAMILY DETACHED« I,SOOSF)
CLASS 0 SINGLE FAMILY ATTACHEO ("> 1,79OSF)
CLASS 10<SINGLE FAMILY ATTACHED 1< 1,100 SF)
ClASS 11'. AFFORDABLE UNITS (MODERATE)
CLASS 12 AFFORDABLE UNITS (LOWER)
CLASS 13 AFFORDABLE UNITS (VERY LOW)
---------.-.---------------------------.--.----------
TOTAL
TAXES
2003-04
2004
$9,733,438
$12,000,000
Draft-Unaudited
$0
$0
0.0
0.0
16 27
31 so
14 23
19
11
19
0
126
30 63
109
63
22
33
._-.-
565
0.0
$0
$0
$0
$0
$54,560
$98,642
$42,546
$35,'56
$18,028
$29,438
$0
$153,582
$82,356
$116,892
$14,742
$2,928
$1,113
$931,'45
$82,011
$141,118
$82,261
$50,510
$26,494
$41,515
$0
$220,990
$118,S2O
$166,901
$21,212
$4,098
$1,55'
$937,845
2001.()$
20tNI
$0
$0
$0
0,0
0.0
27
50
23
19
0
63
109
565
$0
$0
29O,-o9
2009
0.0
0.0
27
so
23
19
11
19
0
126
63
109
63
22
33
56S
$0
$0
$'2.011
$141.718
$62,281
$SO,570
$26,494
$41,515
$0
$220,990
$11',520
$188,901
$2U12
$4,'"
$1,55'
$937,845
$26,494
$41,515
$0
$220,990
$118,S20
$166,901
$21,212
$4,096
$1,55'
$937,845
Page 3
0.0
0.0
0.0
27
50
23
19
11
19
0
11
19
22
$0
$82,011
$141,118
$62,261
$50,510
$26,494
$41,515
$0
$220,990
$118,S20
$166,901
$21,212
$4,096
$1,558
$937,845
City of Tustin CFD No. 04-1 ITustin Legacy/John Laing Homes) , B
FISCAL YEAR - COLLECTION OF TAXES
CALENDAR YEAR - PAYMENTS TO BOND HOLDERS
tv. CFD BOND STRUCTURE
NEW BONDED INDEBTEDNESS
NEW RESERVE FUND
ANNUAL DEBT SERVICE - SERIES 2004
CFD ADMINISTRATION
RESERVE FUND INTEREST (6% DELINQUENCY)
CAPITALIZED INTEREST
..--..-..--.--..-..--.--..---....-....---....----
NET ANNUAL DEBT SERVICE
ANNUAL SURPLUSJ(DEFICIT)
CUMULATIVE SURPLUS/(DEFICIT)
V AVERAGE ANNUAL SPECIAL TAX
UNDEVELDPED PROPERTY. PERAeRE
NON-RESIDENTIAL PROPERTY. PER ACRE
RESIDENTIAL PROPERTY, PER UNIT
CLASS 1 SINGLE FAMILY DETACHED 1=> 3,350 SF)
CLASS 2 SINGLE FAMiLY DETACHED (3,150. 3,349 SF)
CLASS 3 SINGLE FAMILY DETACHED 12,950 - 3,149 SF)
CLASS 4 SINGLE FAMILY DETACHED 12,650.2,949 SF)
CLASS 5 SINGLE FAMILY DETACHED 12,350.2,649 SF)
CLASS 6 SINGLE FAMILY DETACHED 1',900.2,349 SF)
CLASS 7 SINGLE FAMILY DETACHED (1,500 -1,699 SF)
CLASS 6 SINGLEFAMILYOETACHED 1< 1,500 SF)
CLASS 9 SINGLE FAMILY ATTACHED (=> 1,700 SF)
CLASS 10 SINGLE FAMILY ATTACHED « 1,700 SF)
CLASS 11 AFFOROAeLE UNITS (MOOERATE)
CLASS 12 AFFORDABLE UNITS (LOWER)
CLASS 13 AFFORDABLE UNITS (VERYLOW)
Y DETACHED 1=>3.350 SF)
CLASS 2 SINGLE FAMILY DETACHED 13,150 -3,349 SF)
CLASS 3 SINGLE FAMILY DETACHED 12,950 - 3,149 SF)
CLASS 4 SINGLE FAMILY OETACHEO 12,650 - 2,949 SF)
CLASS 5 SINGLE FAMILY DETACHED 12,350 - 2,649 SF)
CLASS 6 SINGLE FAMILY OETACHED 1',900 -2,349 SF)
CLASS 7 SINGLE FAMILY DETACHED (1,500-1,699 SF)
CLASS 6 SINGLE FAMILY DETACHED« 1,500 SF)
ClASS 9 SINGLEFAMILYATTACHED (=> 1,700 SF)
ClASS 10 SINGLE FAMILY ATTACHED « 1,700 SF)
CLASS11NFOf\OABLE U~ITS (MODERATE)
CLASS12 AFFORDABLE UNITS (LOWER)
.. CLA!,.'!.!.~..~:,?,~~"'-~!,I:é~.!~~~"~~~!_---_..-..-
TOTAL MAXtMUM SPECIAL TAXES
VII. DEBT SERVICE COVERAGE
GROSS DEBT SERVICE COVERAGE'
NET DEBT SERVICE COVERAGE ..
Oraft - Unaudited
2603...
260.
2004-0.
266.
2005-06
2006
2006-07
2007
..8
$0 $0 $0
$0 $0 $0
$760,000 $929,693
$0 $30,000
$0 ($21,848)
-_!.S7.~~) --------~
$0 SO $037,845
$0 $0 $0 $0
$0 $0 $0 $0
.. Dm "me< =',"uu oW,"",", ""CH , '"" 'EP"""<E' , 'O"" WMEN" -
$0 $0 $0
$0 $0 $0
$0 $0 $3,410 $3,037
$0 $0 $3,182 $2,834
$0 $0 $3,039 $2,707
$0 $0 $2,9" $2,662
$0 $0 $2,704 $2,409
$0 $0 $2,453 $2,165
$0 $0 $0 $0
$0 $0 $1,'69 $1,764
$0 $0 $2,112 $1,881
$0 $0 $1,719 $1,531
$0 $0 $378 $337
$0 $0 $209 $186
$0 $0 $53 $47
$0 $1,116,558 $445,834 $0
$0 $0 $0 $0
$92,070
$159,100
$69,897
$56,772
$29,744
$46,607
$0
$1,097.22'
NA
NA
110.02%
112.37%
$1,082,872
2""'9
2009
$0
$0
$929,693
$30,000
($21,848)
----_.._~
$037,84'
$0
$0
$0
$0
$3,037
$2,834
$2707
$2,662
$2,409
$2;185
$0
$1,754
$1,881
$1,531
$337
$186
$47
$92070
$169,100
$69,8"
$56,772
$29,744
$46,607
$0
$2'8,094
$133,056
$187,371
$23,814
$4,598
-----!!,~
$1,052,872
'D"DROSSDE"""'KE
no"""",,, "RNmu,. ",'WED "DRDEED"" ""KE
110.02%
112.37%
2009.1'
2010
$0
$0
$0
$0
Page 4
$0
$0
$937,8"
$0
$0
$0
$0
City of Tustin CFD No. 04-1 (Tustin Legacy/John Laiog Homes): 8
FISCAL YEAR. COLLECTION OF TAXES
CALENOAR YEAR - PAYMENTS TO BOND HOLDERS
I CFD BONDED INDEBTEDNESS
BOND FINANCED CONSTRUCTION PROCEEDS
-----------.-..-..--.-.-..-.-..----..-..-.
TOTAL CONSTRUCTION PROCEEDS
TOTAL BONDED INDEBTEDNESS
ION; BUtLDING PERMITS (as of 1/1
, PROPERTY
UNDEVELOPED ACREAGE
NON-RESIOENTIAL PROPERTY
D NON-RESIDENTIAL ACREAGE
OEVELOPED RESIDENTIAL PROPERTY
CLASS 1 SINGLE FAMILY DETACHED I-> 3,350 SF)
CLASS 2 SINGLE FAMILY DETACHED 13,150 - 3,349 SF)
CLASS 3 SINGLE FAMILY DETACHED 12,950 - 3,149 SF)
ClASS 4 SINGLE FAMILY DETACHED 12,650 . 2,949 SF)
ClASS 5 SINGLE FAMILY DETACHED (2,350.2,649 SF)
C SINGLE FAMILY DETACHED (1,900 - 2,349 SF)
C SINGLE FAMILY OETACHED 1',500 -1,B99 SF)
C SINGLEFAMILY DETACHED 1< 1,500 SF)
C SINGLEFAMILY ATTACHED t-> 1,700 SF)
C SINGLE FAMILY ATTACHEO 1< 1,700 SF)
C 11 AFFORDABLEUNITStMODERATE)
ClASS 12 AFFORDABLE UNITS (LOWER)
CLASS 13 AFFORDABLE UNITS IVERY LOW)
.....-----..-.-
CLASS 2
ClASS 3
ClASS 4 SINGLE fAMILY DETACHEI
ClASS 5 SINGLEFAMILYDETACHEI
CLASS 6 SINGLE fAMILY DETACHE!
etASS7 SINGLEFAMILYOETACHEI
CLASSB SINGLE FAMILY DETACI
ClASS 9 SINGLE FAMILY ATTACI
CLASS10 SINGLEFAMILYATTAO
ClASS 11 AFFORDABLE UNITS (MODEM
ClASS 12 AFFORDABLE UNITS (LOWER)
ClASS 13 AFFORDÞ,!JLE UNITS (VERY LO
.-----.-----..-.--------.-.-...-..-..--..----.
TOTAL SPECIAL TAXES
2011.12
2012
$82,011
$141,716
$62,261
2012.13
2013
$0
$0
$0
0.0
0.0
0.0
27
50
23
19
11
19
0
126
B3
109
"
50
23
19
11
63
$0
$0
$0
$937,845
$937,64S
Oraft - Unaudited
2013.14
2014
$82,011
$141,716
$82,261
$50,570
$26,494
$41,515
$0
$220,990
$l1B,520
$IB6,901
$21,212
$4,Q96
$1,558
$937,B4'
201""1'
201S
$0
0.0
0.0
0.0
0.0
27
50
23
19
11
19
21
50
23
19
11
19
o
126
63
109
22
33
56.
$0
$0
2015--16
$B2,011
$141,71B
$62,261
$50,570
$26.494
$41.515
$0
$937,B4S
2016-17
2017
$0
$0
$0
27
50
23
19
11
63
22
33
$0
$82,011
$141,71B
$62,261
$50,510
$26,494
$41,515
Page 5
2016-10
2010
$0
$0
0.0
0.0
0.0
27
50
23
19 10
11
126
63
109
63
22
33
65
$0 $0
$0
21
50
0
126
63
City of Tustin CFO No. 04-1 (Tustin Legacy/John Laing Homes) , 8
FISCAL YEAR - COLLECTION OF TAXES
CALENDAR YEAR 'PAYMENTS TO BOND HOLDERS
IV CFD BOND STRUCTURE
NEW BONDED INDEaTEDNESS
NEW RESERVE FUND
ANNUAL DEaT SERVICE - SERIES 2OQ4
CFDADMINISTRATION
UNDEVELOPEO PROPER
NON-RESIDENTIAL PRO
RESIDENTIAL PROPERTY, PER UNIT
ClASS 1 SINGLE FAMILY OETACHED I~ 3,350 SF)
ClASS 2 SINGLE FAMILY DETACHED (3,150 - 3,349 SF)
ClASS 3 SINGLE FAMILY DETACHED 12,950- 3,149 SF)
ClASS~: ~:~~~E FAMILY DETACHED 12,S50- 2,949 SF)
E FAMILY DETACHED 12,350 - 2,649 SF)
E FAMILY DETACHED 11,900-2,349 SF)
LE FAMILY OETACHED 11,500-1,699 SF)
ClASS 8 SINGLE FAMILY DETACHED 1< 1,500 SF)
ClASS 9 SINGLE FAMILY ATTACHEO 1=> 1,700 SF)
etASS10 SINGLE FAMILY ATTACHED «1,700 SF)
ClASS 11 AFFOROABLE UNITS (MODERATE)
ClASS 12 AFFORDABLE UNITS (LOWER)
CLASS 13 AFFOROABLE UNITS (VERY LOW)
- - ,CIAL T,
UNDEVELOPED PROPERTY
NON-RESIDENTtAL PROPERTY
RESIDENTIAL PROPERTY
ClASS 1 FAMILY DETACHED(=> 3,350 SF)
CLASS 2 FAMILY DETACHED 13,150-3,349 SF)
CLASS 3 E FAMILY OETACHED 12,950- 3,149 SF)
ClASS 4 E FAMILY OETACHED 12,650 - 2,949 SF)
ClASS 5 SINGLE FAMILY DETACHED (2,350 - 2,649 SF)
ClASS 6 SINGLE FAMILY DETA (1,900 - 2,349 SF)
ClASS 7 SINGLE FAMILY OETA 1,500 -1,699 SF)
ClASS 8 SINGLEFAMILYDETA SF)
ClASS 9 SINGLEFAMILYATT )
CLASS10 SINGLEFAMILYATT SF)
ClASS 11 AFFORDABLE UNITS
CLASS 12 AFFORDABLE UNITS (LOWER)
.~~~-'-..~"'?-RP'~~-"..'!-"_"'!J~":':-,~!'.L-.___--_.---
TDTAL MAXIMUM SPECIAL TAXES
VII DEBT SERVICE COVERAGE
GROSS DEBT SERVICE COVERAGE'
NET DEBT SERVICE COVERAGE .,
2011.12
2012
13,037
12,834
12,707
12,002
52,409
52,185
50
51,754
51,881
51,531
5337
5186
$47
592,070
5159,100
569,897
556,772
529,744
$46,607
50
5248,094
5133,056
5187,371
523,814
54,598
-____~."?~~
51,052,872
110.02%
1t2.37%
Oraff - Unaudited
2012.'3
2013
2013"4
2°'4
2015-16
2016
50
50
$0
$0
5929,693
$0
50
50
50
$0 $0
$0 10
$0 $0 10
$0 $0 10
53,037 53,037 $3,037 $3,037
12,834 12,834 12,834 $2,834
$2,707 52,707 52,707 $2,707
12.662 12,662 52,002 12,682
$2,409 52,409 52,409 12,409
12.185 12,185 52,185 12,185
$0 $0 50
11,754 11,754 51,754
11,881 11,88' 51,881
51,531 51,531 51,531
1337 1337 5337
1186 1186 $186
147 147 $47
$0 10 10 $0
10 50 $0 $0
192,070 $92,OW $92,070 192,070 192,070
$159,100 1159,100 1159,100 5159,100 1159,100
569,897 $69,697 $69,697 169,897 $69,897
556,772 556,772 156,772 156,772 $56,772
529,744 529,744 529,744 129,744 529,744
546,607 $46,607 $46,607 146,607 146,607
$0 50 50 50 $0
5248,094 5248,094 5248,094 $246,094 $246,094
5133,056 5133,056 5133,OS6 5133,056 56
5167,371 1187,371 5167,371 5167,371 71
123,614 $23,614 523,614 14
14,596 $4,598 14,598
-_.._~~ .___~-':'.4~ ----_.!"~ -_....!!,~~~
51,052,"'2 51,052,612 51,052,872 51,052,872 51,052,672
110.02% 110.02% 110.02% 110.02% ::~02%
112.37% 112.37% 112.37% 112.37%
. M.va~,"SPECmT-"",u;,;s~o"","""""uo'""'=O"GRO"DEBT"""Œ
.. "'".w'" SPEGAL WESU;,;sUD 'OM""muuoNnu' """-£E.OAN<N"" omDED",'GRD"D""""',£
53,037
52,634
52,707
$2,662
12,409
$2,185
50
50
2017.18
2016
50
$0
$0
$0
Page 6
50
50
$0
City of Tustin CFD No. 04-1 (Tustio Legacy/John Laing Homes): B
FISCAL YEAR . COLLECTION OF TAXES
CALENDAR YEAR . P"'{ ItENTS TO BOND HOLDERS
I CFD BONDED INDEBTEDNESS
BOND FINANCED CONSTRUCTION PROCEEDS
---.-------------.---.-----------------.---
TOTAL CONSTRUCTION PROCEEDS
TOTAL BONDED INDEBTEDNESS
11
DEVELOPED RESIDENTIAL PROPERTY
CLASS 1 SINGLE FAMILY DETACHED (=> 3,350 SF)
CLASS 2 SINGLE FAMILY DETACH - 3,349 SF)
CLASS 3 SINGLE FAMILY DETACH -3,149 SF)
CLASS 4 SINGLE FAMILY DETACH - 2,949 SF)
CLASS 5 SINGLE FAMILY DETAC ,350 -2,649 SF)
SS6 SINGLEFAMILYDETAC ,900-2,349 SF)
SINGLE FAMILY DETACHED (1,500-1.8911SF)
SINGLE FAMILY DETACHEO « 1,500 SF)
SINGLE FAMILY ATTACHED (:> 1,100 SF)
SINGLE FAMILY ATTACHED« 1,700 SF)
ClASS 11 AFFORDABLE UNITS (MOOERATE)
ClASS 12 AFFO
ClASS 13 AFFO
RESIDENTIAL PROPERTY SPECtAL TAXES
CLASS 1 SINGLE FAMILY DETACHED (:> 3,350 SF)
CLASS 2 SINGLE FAMILY DETACHED (3,150-3,349 SF)
CLASS 3 SINGLE FAMILY DET ACHEO (2,950 - 3,149 SF)
CLASS 4 SINGLE FMlIL Y OET"CHEO (2,650 - 2,949 SF)
CLASS 5 SINGLE FAMILY DETACHED (2,350 - 2,649 SF)
C1.J\SS6 SINGLE FAMILYOETACHEO (1,900. 2,34. SF)
C1.J\SS 7 SINGLE FAMILY DETACHED 11,500.1,899 SF)
ClASS 8 SINGLE FAMILY OETACHED 1< 1,500 SF)
ClASS 9 SINGLEFAMIL Y ATTACHED (=> 1,700 SF)
CLASS 10 SINGLE FAMILY "TTACHEO « 1,700 SF)
C1.J\SS 11 AFFORDABLE UNITS (MODERATE)
CLASS 12 AFFORDABLE UNITS (LOWER)
_~lASS.!_"--~-"-?R~",,~,! NIT ~.r:.E~~~"-~!_._---------
TOTAL SPECIAL TAXES
201940
2020
0.0
27
50
23
19
11
19
0
126
63
109
63
22
33
$0
$0
$82,011
$141,718
$62,261
$50,570
$26,494
$41,515
$0
$220,9110
$118,520
$'66,'"
$21,212
$4.096
$1,558
$937,845
0.0 00 0.0 0.0 0.0
0.0 0.0
27 27 ~ 27
50 50 SO
23 23 23
19 19 19 19
11 11 11 11 11
19
0
126
63
109
63 63 63 63 63
22 22 22 22 22
33 33 33 33
'__h
565 565
$0 $0
$0
$82,011 $82,011 $82,011
$141,71B $141,718 $141,71B
$62,2BI $62,261 $62,2BI
$50,570 $50,570 $50,570
$26.494 $26.494 $26.494
$41,515 $41,515 $41,515
$0 $0 $0 $0
$220,9" $220,990 $220,9" $220,990
$11","20 $116,520 $118,520 $116,520
$166.901 $t66,'" $166,901 $166,901
$21,212 $21,212 $21,212 $21,212
$4,096 $4,09B $4,096 $4,096
$1,55B $1,55B $1,558 $1.558
5937,645 5937,645 5937,845 5937,845
2020-21
2021
$0
$0
$0
$B2,OI1
$141,71B
$B2,2BI
$50,570
$26.494
$41,515
$0
$220,990
$I1B,520
$166c901
$21,212
$4,09B
$1,55B
5937,84'
Oran - Unaudited
2023-24
2024
$0
$0
$0
$0
$0
Page 7
2028-27
2027
27
50
23
,.
11
,.
0
126
63
109
63
22
33
so
CityofTustin CFD No, 04-1 (Tustin Legacy/John Laing Homes): 8
HOLDERS
J!
NEW BONDED INDEBTEDNESS
NEW RESERVE FUND
ANNUAL DEBT SERVICE - SERIES 2004
CFD ADMINISTRATION
NET ANNUAL DEBT SERVICE
ANNUAL SIiRPLUS/IDEFICIT)
CUMULATIVE SIiRPLUS/IDEFICIT)
V AVERAGE ANNUAL SPECIAL TAX
UNDEVELOPED PRDPERTV,PER A<;RE
NON-RESIDENTIAL PROPERTV.PER ACRE
RESIDENTIAL PRI)PERTV, PER UNIT
ClASS 1 SINGLE FAMILY DETACHED(", 3,350 SF)
CLASS 2 SINGLE FAMILY DETACHED(3,150. 3,34~ SF)
CLASS 3 SINGLE FAMILY DETACHED (2,950 - SF)
ClASS 4 SINGLE FAMILY DETACHED (2,S50- )
CLASS 5 SINGLE FAMILY DETACHED (2,350. )
ClASS 6 SINGLE FAMILY DETACHED (1,900 - )
ClASS 7 SINGLE FAMILY DETACHED (1,500 .1,B99 SF)
ClASSB SINGLE FAMILY DETACHED « 1,500 SF)
ClASS 9 SINGLE FAMILY ATTACHEO 1=> 1,700 SF)
CLASSW SINGLE FAM'LY ATTACHED 1< 1,700 SF)
CLASS l1AFFQ",DASI.);UNITS (MODERATE)
CLASS 12 AFFORDASLE UNITS (LOWER)
ClASS 13 AFFOROASLE UNITS (VERY LOW)
'i!.
UNDEVELDpED
NON-RESIDENTI,
RESIDENTIAL PROPERTY
CLASS 1 SINGLEFAMILY DETACHED 1=>
CLASS 2 SINGLEFAMIL Y DETACHED 13,1
CLASS 3 SINGLE FAMILY DETACHED 12,9
CLASS 4 SINGLE FAMILY OETACHED 12,650
ClASS 5 SINGLE FAMILY DETACHED 12,350
CLASS 6 SINGLE FAMILY OETACHED 11,900 - 2,349
ClASS 7 SINGLE FAMILY DETACHED 1',500 .1,B99
ClASSB SINGLEFAMILY OETACHED 1< 1,500 SF)
CLASSB SINGLE FAMILY ATTACHEo (=> 1,700 SF)
ClASS 10 SINGLE FAMILY ATTACHED 1< 1,700 SF)
CLASS 11 AFFORDASLE UNITS (MODERATE)
ClASS 12 AFFORDASLE UNITS (LOWER)
..E.',!'~~-~'-_~!:9~EA~~~~,-'!J~~"-!-S'!'.L--_._---_.
TOTAL MAXI,
2020
$937,845
$0
$0
2020.21
Oraft . Unaudited
2021-22
2022
2022.23
2023
2023-24
2024
$0
$0
$929,693
$30,000
1$21,"8)
$0
$0
$0
$3,037
$2,834
$2,707
$2,662
$2.409
$2,1B5
$0
$1,754
$1,'81
$1,S31
$337
$186
$47
$92,070
$159,100
$69,897
$56,772
$29,744
$46,607
$1,O52,B72
$0
$0
$0
$0
$0
$1,754
$1,BB1
$1,531
$337
$186
$47
$3,037
$2,834
$2,707
$2,862
$2.40~
$2,185
$0
$1,754
$1,861
$1,531
$337
$"B
$47
$3,037
$2,B34
$2,707
$2,662
$2,408
$2,1B5
$0
$1,754
$1,BB1
$1,531
$337
$1~6
$47
110.02%
112.37%
$29,144
$46,607
$0
$248,094
$133,056
$"7,37t
$23,B14
$4,598
$1,748
$1,852,872
2024-25
2025
$0
$0
$929,B93
$30,000
($21.848)
--------_It>
$937,B"
$0
$0
$92,070
$159,100
$69,B97
$56,772
$29,744
$46,607
$0
$4,59B
.__~'l.4~
,72
2025-2.
202B
$3,037
$2,B34
$2,707
$2,662
$2.409
$2,185
$0
$1,754
$1,'B1
$1,531
$337
$1B.
$47
$0
$0
$92,070
$159,100
$69,B97
,,772
$1,052,872
110.02%
112.37%
Page 8
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$3,037
$2,'34
$2,707
$2,662
$2.409
$2,1'S
$0
$1,754
$1,6"
$1,531
$337
$186
$47
$0
$0
City ofTustin CFD No. 04-1 (Tustin Legacy/John Laing Homes), 8
FISCALYliAR - COLLECTION OF TAXES
CALENDAR YEAR. PAYMENTS TO BONO HOLDERS
I. CFD BONDED INDEBTEDNESS
BONO FINANCED CONSTRUCTION PROCEEDS
-.--.....----...-------...--...-------------......----.--.--
TOTAL CONSTRUCTION PROCEEDS
TOTAL BONDED INDEBTEDNESS
II. ABSORPTION - BUILDING PERMITS fas of 1/1\
UNDEVELOPED PROPERTY
REMAINING UNDEVELOPED ACREAGE
OEVELOPEO NON-RESIDENTIAL PROPERTY
IAL ACREAGE
ClASS 1 ACHED ("> 3,350 SF)
ClASS 2 FAMILY DETACHED (3,IS0-3,349 SF)
CLASS 3 FAMILY OETACHED (2,950. 3,149 SF)
ClASS 4 SINGLE FAMILY DETACHED (2,650 - 2,949 SF)
ClASS 5 SINGLE FAMILY DETACHED (2,350.2,649 SF)
ClASS 6 SINGLE FAMILY DETACHEO (1,900.2,349 SF)
CLASS 7 SINGLE FAMILY DETACHED (1,500. 1.699 SF)
ClASS 8 SINGLE FAMILY DETACHEO « 1,500 SF)
ClASS 9 SINGLEFAMILY ATTACHED("> 1,700 SF)
ClASS 10 SINGLE FAMILY ATTACHED « 1,700 SF)
CLASS 11 AFFORÐAeLE UNITS (MODERATE)
ClASS 12 AFFORDAeLE UNITS (LOWER)
ClASS 13 AFFORÐAeLE UNITS tVERY LOW)
----.---.----.--.-------...---- -- ------.....
TOTAL DEVELOPED REStOENTIAL UNITS
III, MELLO-ROOS SPECIAL TAXES
UNDEVELOPED PROPERTY SPECIAL TAXES
NON-RESIDENTIAL PROPERTY SPECIAL TAXES
RESIDENTIAL PROPERTY SPECIAL TAXES
ClASS 1 SINGLE FAMILY DETACHED("> 3,350 SF)
CLASS 2 SINGLE FAMILY OETAC 50- 3,349 SF)
ClASS 3 SINGLEFAMILYDETAC 149 SF)
CLASS 4 SINGLE FAMILY DETAC 949 SF)
CLASS 5 SINGLE FAMILY DETACHED SF)
CLASS 6 SINGLE FAMILY DETACHED, ,SF)
CLASS 7 SINGLE FAMILY DETACHED (1,500.1,899 SF)
ClASS 8 SINGLE FAMILY DETACHED « 1,500 SF)
ClASS 9 SINGLE FAMILY ATTACHED I"> 1,700 SF)
CLASS 10 SINGLE FAMILY ATTACHED« 1,700 SF)
ClASS 11 AFFOROAeLE UNITS (MODERATE)
CLASS 12 AFFORÐAeLE UNIT
ClASS 13 AFFORÐAeLE UNIT
2.2748
2028
0.0
0.0
27
50
23
19
11
19
0
126
63
109
63
22
27
50
23
19
11
19
0
126
63
63
$0
$82,011 $82,011
$141,718 $141,718
$62,261
$50,570
$26,494
$41,515 $41,515
$0 $0
$220,990 $220,990
$118,520
$166,901
$21,212 $21,212
$4,096 $4,096
$1,558 $1,558
$937,845 S937,845
Dran - Unaudited
2029-3.
2030
2030.31
2.31
$0
0.0
19 19
11 11
19
0
126
63
109
63 63
22 22
33 33
....-
565 565
2031-32 2032-33
2032 2033
$0 $0
$0
$0
0.0
$0
$0
$0
0.0
23
19
11
19
27
50
23
19
11
19
0
126
63
109
63
22
33
109
63
22
33
$0
$0
$8~'"
$141,718
$62,261
$50,57'
$26,494
2033-34
2034
Page 9
TOTAL
$9,733,438
59,733,438
512,000,000
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
63
109
63
22
so
SO
$0
City of Tustin CFD No. 04-1 ITustin Legacy/John Laing Homes), 8
FISCAL YEAR. COLLECTION OF TAXES
CALENDAR YEAR. PAYMENTS TO BOND ~OLOERS
IV CFD BOND STRUCTURE
NEW BONDED INDEBTEDNESS
NEW RESERVE FUND
CFD ADMINISTRATION
NET ANNUAL OEBT SERVICE
ANNUAL SURPLUS/IDEFICIT)
CUMULATIVE SURPLUS/IDEFICIT)
V AVERAGE ANNUAL SPECIAL TAX
UNDEVELOPEO PROPERTY, PER ACRE
NON-RESIDENTIAL PROPERTY, PER ACRE
RESIDENTIAL PROPERTY, PER UNIT
CLASS 1 SINGLE FAMILY DETAC~ED ("> 3,350 SF)
CLASS 2 SINGLEFAMIL Y DETAC~ED (3,150 -3,349 SF)
CLASS 3 SINGLEFAMIL Y DETAC~EO (2,950 - 3,149 SF)
CLASS' SINGLE FAMIL Y OETAC~EO (2,650 - 2,949 SF)
CLASS 5 SINGLE FAMIL Y DETAC~ED 12,350.2,649 SF)
CLASS 6 SINGLEFAMILY DETAC~ED (1,900 - 2,34' SF)
ClASS 7 SINGLE FAMILY DETAC~ED (1,500.1,'" SF)
CLASS' SINGLEFAMILY OETAC~ED 1< 1,500 SF)
CLASS 9 SINGLE FAMILY ATTACHED ("> 1,700 SF)
CLASS10 SINGLEFAMILYATTACHED«I,700SF)
CLASS 11 AFFORDABLE UNITS IMDDERATE)
CLASS 12 AFFORDABLE UNITS lLOWER)
CLASS 13 AFFORDABLE UNITS IVERY LOW)
VI. MAXIMUM SPECIAL TAXES
UNDEVELOPED PROPERTY
NON-RESI
RESIDENT
CLASS 1 SINGLE FAMILY DETAC~ED ("> 3,350 SF)
CLASS 2 SINGLE FAMILY DETAC~EO (3,150- 3,349 SF)
ClASS 3 SINGLEFAMIL Y DETAC~ED (2,950 - 3,149 SF)
CLASS. SINGLEFAMILYDETAC~EO SF)
CLASS 5 SINGLE FAMIL Y DETAC~ED SF)
CLASS 6 SINGLE FAMIL Y DETAC~ED SF)
ClASS 7 SINGLEFAMIL Y DETAC~ED 1,899 SF)
CLASS a SINGLEFAMIL Y DETAC~ED SF)
CLASS 9 SINGLEFAMILYATTACHED SF)
CLASS 10 SINGLEFAMILY ATTAC~ED « 1,700 SF)
CLASS 11 AFFORDABLE UNITS (MODERATE)
CLASS 12 AFFOROABLE UNITS (LOWER)
."£~-".!.~~.':£~.!'~~'!!'!-'-s.£!~~:r.!o()\YL____--_----
TAXES
Draft - Unaudited
2027-28 2028-29 2029-30
2028 2029
$0 $0 $0
$0 $0 $0
$929,693 $929,693
$30,000 $30,000
(!?I,646) ($21,948)
$0 $0
2032
$3,037
$2,83'
$2,707
$2,662
$2,409
$2,185
$0
$1,754
$1,881
$1,531
$337
$186
$47
$0
$0
$0
$0
$3,037
$2,'34
$2,707
$2,662
$2,409
$2,IB5
$0
$1,764
$1,'81
$1,531
$337
$186
$47
$0
$0
$0
$0
$92,070
$159,100
$69,897
$58,772
$29,744
$48,607
$0
$248,094
$133,056
$187,371
$23,814
$4,596
$1,749
$1,052,872
$3,037
$2,834
$2,707
$2,662
$2,409
$2,185
$0
$1,754
$1,881
$1,531
$337
$188
$47
$0
$248,094
$133,056
$187,371
$23,814
$4,596
.----_.I!!~
$0
$0
$3,037
$2,834
$2,707
$2,662
$2,409
$2,185
$0
$1,764
$1,881
$1,531
$337
$186
$47
$0
$0
2033
$0
$0
$1,052,872
110.02%
.37%
2033-3.
2034
$0
$0
$0
$0
Page 10
TOTAL
$0
$0
NA
NA
NA
NA
NA
NA
NA
NA
110.02%
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SHEET 1 OF 1
1
PROPOSED BOUNDARIES OF
CITY OF TUSTIN
COMMUNITY FACILITIES DISTRICT NO. 04-1
(Tustin Legacy I John Laing Homes)
COUNTY OF ORANGE
STATE OF CALIFORNIA
Prepared by David Taussig & Associates. Ina.
Reference is hereby
made to the Assessor
maps of the County
of Oronge ond Tract
map No, 16474 for an
exact description of
the lines and
dimensions of each
lot ond parcel.
LEGEND
--
Proposed Boundaries of
City of Tustin Community
FacUlties DIstrict No. 04--1
(1) Filed in the office of the City Clerk of the City of
Tustin this - day of ~ 2004.
Pamela Stoker, Tustin City Clerk
(2) I hereby certify that the within map showing the
proposed boundaries of City of Tustin Community
Facilities District No. 04-1 (Tustin Legacy I John Laing
Homes), Orange County, State of California, was
approved by the City Council at a regular meeting
thereof, held on this- day of
2004, by its Resolution No,
Pamela Stoker, Tustin City Clerk
(3) Filedthis_dayof
hour of - o'clock _m, in Book
Maps of Assessment and Community Facilities
Disbicts at page and as Instrument No,
in the office of the County
Recorder of Orange County, State of California.
,2004, at the
of
Fee
Tom Daly
County Clerk-Recorder of Orange County
By
Deputy
Exempt recording requested, per
CA Govemment Code §6103
RESOLUTION NO. 04-54
2
3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TUSTIN, CALIFORNIA TO INCUR BONDED INDEBTEDNESS OF
THE PROPOSED CITY OF TUSTIN COMMUNITY FACILITIES
DISTRICT NO. 04-1 (TUSTIN LEGACY/JOHN LAING HOMES)
4
5
6
WHEREAS, the City Council (the "City Council") of the City of Tustin (the
"City") has this date adopted its 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 the
City of Tustin Community Facilities District No, 04-1 (Tustin Legacy/John Laing
Homes) (the "Community Facilities District") pursuant to the Mello-Roos
Community Facilities Act of 1982 (the "Act") for the purpose of financing certain
public facilities (the "Facilities") and services, as further provided in said Resolution;
and
7
8
9
10
11
12
WHEREAS, in order to finance the Facilities it is necessary to incur bonded
indebtedness in the amount of up to $15,000,000;
NOW, THEREFORE, be it resolved by the City Council of the City of Tustin
as follows:
13
14
The City Council hereby declares that in order to finance the Facilities, it is
necessary to incur bonded indebtedness,
The purpose for which the proposed debt is to be incurred is to provide the
funds necessary to pay the costs of the Facilities, including construction costs and
all costs incidental to, or connected with, the accomplishment of said purpose and
of the financing thereof, as permitted by Section 53345,3 of the Act.
15
16
17
18
19
The maximum amount of the proposed debt is $15,000,000.
The City Council hereby fixes Monday, July 19, 2004, at 7:00 p.m., or as
soon thereafter as the City Council may reach the matter, at 300 Centennial Way,
Tustin, California, as the time and place when and where the City Council will
conduct a public hearing on the proposed debt issue.
20
21
The City Clerk of the City is hereby directed to publish, or cause to be
published, a notice of said public hearing one time in a newspaper of general
circulation published in the area of the Community Facilities District. The
publication of said notice shall be completed at least seven days prior to the date
herein set for said public hearing. Said notice shall contain the information
prescribed by Section 53346 of the Act.
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.
22
23
24
25
26
27
This Resolution shall take effect immediately upon its adoption.
28
APPROVED and ADOPTED by the City Council of the City of Tustin on
June 7, 2004.
2
3
4
5
6
Tony Kawashima
Mayor
ATTEST:
7
8
9
Pamela Stoker
City Clerk
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
AoIR e ,o1 u II 00 04-54 T ° I",uo B ooded I od e b t ed 0 e" OfP 00 po ,ed Com m"" Ity F ad" lie, 0" t., cL d 00
- 2-
2
3
STATE OF CALIFORNIA)
COUNTY OF ORANGE)
CITY OF TUSTIN )
4
5
6
RESOLUTION NO, 04-54
7
8
Pamela Stoker, City Clerk and ex-officio Clerk of the City Council of the City of
Tustin, California, does hereby certify that the whole number of the members of the
City Council of the City of Tustin is five; that the above and foregoing Resolution
was passed and adopted at a regular meeting of the City Council held on the 7th
day of June, 2004 by the following vote:
9
10
COUNCILMEMBER AYES:
COUNCILMEMBER NOES:
COUNCILMEMBER ABSTAINED:
COUNCILMEMBER ABSENT:
11
12
13
14
15
16
Pamela Stoker
City Clerk
17
18
19
20
21
22
23
24
25
26
27
28
A, IRe so I ,110 0 04 - 54 To I ",",Boo ded lode b t ed 0 e" OfP oopo ,ed Com m U 0 ltyF eell It; e, 0; st.; ct. d 00
- 3 -
EXHIBIT A
SCOPE OF WORK
TUSTIN LEGACY
SPECIAL TAX CONSULTANT
CITY OF TUSTIN - LAING HOMES PROJECT
David Taussig & Associates, Inc, COT A") shall provide special tax consulting services necessary to
assist the City of Tustin (the "City") in the fonnation ofa Community Facilities District ("CFD") to
fund public infrastructure for the Laing Homes project within Tustin Legacy (the "Project"), The
CFD will finance public improvements which will ultimately be owned and maintained by the City
and/or other public agencies.
Task 1.
Preliminary Tax Spread
Prepare initial spread of special taxes (the "Tax Spread") based on land use, building square footage,
and/or acreage. Calculate special taxes to support proposed financing. DT A may recommend
altemative techniques to apportion special taxes to enhance project feasibility.
Data necessary for Tax Spread shall be provided by Project Landowner and/or the City with the
assistance of DTA. The Project Landowner and/or the City are responsible for providing and
verifying data describing types of projected development, improved property values, development
absorption rates, net taxable acreage, estimated water usage, and the estimated cost of the public
improvements proposed to be financed. DTA shall rely on such data provided by the City and
Project Landowner, and shall not be responsible for verifying its accuracy. The City may hire an
appraiser or other outside consultants to verify this data.
Task lA
Tax Spreads for Additional Improvement Areas or Zones (OPTIONAL)
Should more than one Project Landowner participate in the CFD, and should it be necessary to
establish separate Improvement Areas or Zones for any of these additional Project Landowners,
DT A shall prepare Tax Spreads and undertake the activities listed under Task I for each additional
Improvement Area or Zone. The City and each additional Project Landowner shall have the same
responsibilities as listed under Task I,
Task 2.
Tax Spread Revisions
Based on input from City and Project Landowner, prepare revisions to Tax Spread. DT A shall
prepare up to a total of twenty Tax Spreads, utilizing various absorption, cost and bond structuring
assumptions.
Task 3.
Rate & Method of Apportionment and Public Report
Prepare the Rate and Method of Apportionment of Special Tax which describes the methodology
City of Tustin -Laing Homes Project
Proposal for Community Facilities District Special Tax Consultant
Puge A.l
March 10, 1004
used to calculate the annual special tax levy for the CFD, Prepare the Public Report, containing
descriptions of the proposed public facilities, their estimated costs, projected bonded indebtedness,
the anticipated issuance date and projected annual special tax rates,
Task 4.
Document Review and Preparation
Assist Bond Counsel and Underwriter's Counsel with the preparation of required documents,
including the Resolution of Intention, Resolution of Fonnation, Indenture, various tables in the
Official Statement and related items, Also provide necessary data and advice to Bond Counsel
regarding the implementation of the CFD, including policies which address changes in land uses
which occur after district fonnation, parity bonds tests, integration of reimbursement programs trom
the State or other public districts or fee programs, and the fonnation of an advisory board to make
decisions regarding the issuance of parity bonds and/or the enrollment of special taxes.
Task 5.
Re!!istrar of Voters Certification
Coordinate obtaining a certificate from the registrar of voters regarding the number of registered
voters.
Task 6.
Joint Community Facilities A!!reements and Fundin!! and Acquisition
A!!reements
Review and comment on Joint Community Facilities Agreements and Funding and Acquisition
Agreements, and assist City in negotiating such agreements.
Task 7.
Appraisal
Review appraisal process and methodology with City, Recommend appraiser(s) if requested,
Provide special tax and bond construction proceeds data to appraiser, and review and comment on
appraisal.
Task 8.
Bond Sizin!!
Assist Underwriter in sizing of bond issue (e.g., use of increasing debt service, capitalized interest,
etc,) to establish an optimal schedule of bond sales to maximize funding capacity and generate the
greatest possible benefit to all interested parties, as well as to alleviate cash flow constraints
Task 9.
Special Tax Consultant Certificate
Prepare and execute a Special Tax Consultant Certificate confinning the adequacy ofspecial taxes to
meet debt service requirements for first bond issue. If applicable, DTA shall require an executed
landowner infonnation certificate from each Project Landowner confinning net taxable acreage and
other relevant data prior to executing the Special Tax Consultant Certificate.
Task 10.
Meetin!!s
Attend up to a total of seven meetings, These meetings may be used to discuss or present the Tax
City of Tustin - Laing Homes Project
Proposal for Community Facilities District Special Tux Consaltant
Page A.2
March 10, 2004
Spread, Rate and Method of Apportionment of Special Tax, Public Report, or other items prepared
by DT A, They may also be used for the protest hearing, or other public meetings. After a total of
seven meetings attended by DTA have been completed, additional meetings will require fees beyond
the maximum established in the Fee Schedule if the budgeted amount has been completely expended
based on hourly rates quoted herein.
Task 11.
Verbal Consultinl! Services
Provide verbal consulting services and advice to City and Project Landowner regarding the
financing during the period in which Tasks 1 through 10 are being completed,
Task 12.
Additional Consultinl! Services
For additional fees, DTA shall complete other tasks related to financing and administration of the
CFD as agreed upon by DT A and the City. Such tasks may include holding additional meetings with
various participants in the fonnation process, preparing additional computerized Tax Spreads, a
detailed value-to-lien or overlapping debt analysis, annual special tax setting, and/or construction
management services,
Task 13.
Preparation and Recordation of Boundarv Map (OPTIONAL)
Prepare CFD boundary map pursuant to the requirements ofthe Mello-Roos Act and the County of
Orange Recorder's Office, assuming that computerized base maps are provided by Project
Landowner, Record map at Orange County Recorder's Office.
City of Tustin -Laing Homes Project
Proposalfor Community Facilities District Special Tax Consultant
Page A.3
March 10, 2004
EXHIBIT B
FEE SCHEDULE
TUSTIN LEGACY
SPECIAL TAX CONSULTANT
CITY OF TUSTIN - LAING HOMES PROJECT
Fees for First Bond Issue
Total compensation (excluding expenses) for completion of Tasks I-II in Exhibit A should a
Community Facilities District be fonned and a first bond issue be sold shall be based on the size of
the bond issue, due to the increased liability risk associated with larger bond issues. DTA's
proposed budget for Optional Task 13 is $3,000, The totalfee to be charged for Tasks I-II shall be
based on the following schedule:
First Bond Issue Size
Total Fee (excluding Out-of-pocket Expenses)
Less than $2,000,000
$2,000,000 - $5,000,000
$5,000,001 - $10,000,000
$10,000,001+
$25,000
$25,000 + ,0025 of amount over $2,000,000
$32,500 + ,0019 of amount over $5,000,000
$42,000 + ,0007 of amount over $10,000,000
Prior to the sale of a first bond issue, DT A shall be remunerated for services based on the hourly
rates shown in Table I below, with invoices being submitted to City on a monthly basis, Upon the
sale of a first bond issue, any remaining portion of the total fee shall be paid ITom the proceeds of the
issue. Should no bonds be sold, DT A shall only receive remuneration for hours worked and out-of-
pocket expenses.
Should more than one Project Landowner participate in the fonnation of the CFD, and should one or
more of these additional Project Landowners desire to be placed in a separate Improvement Area or
Zone from the first Project Landowner, additional time and materials may be charged, up to a
maximum of $6,000 per Improvement Area or Zone (Optional Task IA).
Table 1
Hourly Rates
President
Vice President
Manager
Senior Associate
Associate
Financial Analyst
Research Assistant
$ 185/Hour
$1 75/Hour
$155/Hour
$ 140/Hour
$130/Hour
$105/Hour
$ 80/Hour
City of Tustin - Laing Homes Project
Proposal for Community Facilities District Special Tax Consultant
Page B.l
March 10, 2004
Consulting services related to the annual collection of special taxes, or the preparation of
certifications or tax spreads for later bond issues, shall be covered under a separate Agreement.
Any additional tasks assigned by City if the total fee listed above has been exceeded shall be
charged at the hourly rates listed above. An excessive number of meetings (more than seven) or tax
spread computer runs (more than twenty)!lli!Y also require additional fees if the total fee has been
exceeded. Such additional fees shall be added to the "Total Fee" amounts listed above. The hourly
fees listed above apply for a twelve month period after execution ofthis Agreement, and are subject
to a cost-of-living increase after that period, and on an annual basis thereafter.
In addition to fees for services, City shall reimburse DTA for travel, photocopying, courier,
facsimile, clerical, telephone expenses, and administrative charges, not to exceed $2,500.
J:IPROPOSALIMELLOITustin\Marine Corps Air Station\Laing CFD.doc
City of Tustin -Laing Homes Project
Proposalfor Community Facilities District Special Tax Consultant
Page B.2
March 10, 2004
AGREEMENT
FOR
BOND COUNSEL SERVICES
THIS AGREEMENT (this "Agreement"), dated as of Apri121, 2004, is by and between
the CITY OF TUSTIN (the "City") and ORRICK, HERRINGTON & SUTCLIFFE LLP ("Bond
Counsel").
WITNESSETH
WHEREAS, the City has prepared a MCAS Tustin Reuse PIan/Specific PIan and is in
the process of preparing and implementing redevelopment plans for the portions of said PIan
project areas 10cated within the City's boundaries (the "Tustin Legacy Project");
WHEREAS, in connection with the Tustin Legacy Project, the City Council of the City
(the "City Council") expects to initiate proceedings under and pursuant to the Mello-Roos
Community Facilities Act of 1982 (the "Act") to form from time to time community facilities
districts (each, a "Community Facilities District"), to authorize the levy of special taxes upon the
land within each such Community Facilities District, and to issue bonds (the "Bonds") secured
by said special taxes, the proceeds of which are to be used to finance certain public facilities;
WHEREAS, the City desires to employ Bond Counsel to provide legal services incident
to the formation of the Community Facilities Districts and the authorization, issuance and sale of
the Bonds; and
WHEREAS, Bond Counsel possesses the necessary professional capabilities and
resources to provide the legal services required by the City as described in this Agreement;
NOW, THEREFORE, it is mutually agreed by the parties hereto as follows:
Section 1. Scope of Services. (a) Bond Counsel shall perform the following legal
services (the "Preliminary Services") preliminary to the establishment of the Community
Facilities Districts and the issuance of Bonds thereby:
(i) consultation with representatives of the City, including the City Attorney,
and the special tax consultant concerning the City's proposed use of the Act in connection
with the Tustin Legacy Project, and including the rendering of legal advice with respect to
the 10cal goals and policies (the "Goals and Policies") concerning the use of the Act
required to be adopted before the City may initiate proceedings to establish a
Communities Facilities District;
(ii) preparation of the Goals and Policies and the City Council Resolution
adopting the same;
(iii) attendance at such City Council meetings and Tustin Legacy Project team
meetings or conference calls as the City may request, and assistance to the City staff in
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preparation of such explanations or presentations to the City Council as such staff may
request; and
(iv)
such other legal services as may be incidental to the foregoing.
(b) Bond Counsel shall perform the following legal services (the "Bond Issuance
Services") in connection with the establishment of each Community Facilities District and the
issuance of Bonds thereby:
(i) preparation or review of all legal proceedings undertaken to form the
Community Facilities District and authorize the levy of the special tax therein, including
preparation of necessary resolutions, ordinances, ballots and notices, and preparation of
all other proceedings incidental to or in connection with the authorization, issuance and
sale of the Bonds;
(ii) consultation with representatives of the City, including the City Attorney,
the special tax consultant, the financial advisor, the underwriter, underwriter's counsel,
the owners of property within the Community Facilities District and their counsel, and
others, concerning the proposed financing and its timing, terms and structure, and
including the rendering of legal advice with respect to the proceedings deemed necessary
or desirable to comply with all requirements of law preliminary to the authorization,
issuance and sale of the Bonds;
(iii) preparation of documents to be adopted or entered into by the Community
Facilities District required for the issuance of each series of the Bonds, including
preparation of the authorizing resolution and the indenture (or supplemental indenture)
providing for the issuance of each series ofthe Bonds (the "Major Legal Documents");
(iv) preparation of the continuing disclosure agreement to be entered into in
connection with the issuance of the Bonds; provided, however, that, as Rule 15c2-12
applies only to underwriters, compliance with such rule will be the responsibility of
underwriter's counsel, and that if, as a result, the continuing disclosure agreement is
prepared by underwriter's counsel, all references to that document contained in this
Agreement shall be deemed deleted;
(v) preparation of summaries of the Major Legal Documents included in the
official statement;
(vi) attendance at such City Council meetings and working group meetings or
conference calls as the City may request, and assistance to the City staff in preparation of
such explanations or presentations to the City Council as such staff may request;
(vii) preparation of final closing papers to be executed by the Community
Facilities District required to effect delivery of each series of the Bonds (including the tax
certificate) and coordination of the closing;
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(viii) rendering of Bond Counsel's customary finallegal opinion on the validity
of each series of the Bonds and the tax-exempt status of interest thereon; and
(ix)
such other legal services as may be incidental to the foregoing,
(c) Bond Counsel shall perform the following legal services (the "Disclosure
Services") in connection with each issuance of Bonds by a Community Facilities District:
(i) participation in conferences with representatives of the City, including the
City Attorney, the special tax consultant, the financial advisor, the underwriter,
underwriter's counsel, the appraiser, the market absorption consultant, the owners of
property within the Community Facilities District and their counsel, and others, and
compilation of information about the Community Facilities District, such property owners
and their development plans and financing plans for such property, the Bonds and other
pertinent information;
(ii)
the Bonds;
preparation of the preliminary official statement and official statement for
(iii)
review and negotiation of the bond purchase agreement for the Bonds;
(iv) rendering of Bond Counsel's customary form of "10b-5" opinion to the
underwriter ofthe Bonds with respect to the official statement for the Bonds;
(v)
such other legal services as may be incidental to the foregoing.
(d) The City shall and will rely on City Attorney to render day to day and ongoing general
counsel legal services. Bond Counsel shall circulate documents to and coordinate its services
with City Attorney to the extent requested by the City or City Attorney, Bond Counsel shall be
entitled to assume that City Attorney has reviewed all documents and matters submitted to the
City for adoption or approval or to officers of the City for execution prior to such adoption,
approval or execution.
In rendering opinions and performing legal services under this Agreement, Bond Counsel
shall be entitled to rely on the accuracy and completeness of information provided and
certifications made by, and opinions provided by counsel to, the City and other parties and
consultants, without independent investigation or verification.
Bond Counsel services are limited to those specifically set forth in this Section. Bond
Counsel services do not include any services beyond those set forth in this Section, including,
without limitation (i) any representation of the City or any other party in any litigation or other
legal or administrative proceeding involving any of the Bonds or any related matter, (ii) the
preparation of any bond purchase agreement or credit enhancement agreement or the preparation
or review of any investment agreement, (iii) any responsibility for compliance with federal or
state securities laws, environmental, land use, real estate, any tax laws (except as required for tax
exemption of the interest on the Bonds), insurance or similar laws or matters or for title to or
perfection of security interests in real or personal property, or (iv) any financial advice or
DOCSLAI,466575.3
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3
analysis, Bond Counsel will not be responsible for the services performed or acts or omissions of
any other participant. Also, Bond Counsel services with respect to each series of Bonds will not
extend past the date of issuance of such series of Bonds and will not, for example, include
services related to rebate compliance or continuing disclosure (although Bond Counsel may be
available for separate engagement to provide either or both such services pursuant to separate
contract) or otherwise related to such series of Bonds.
Section 2. Compensation. (a) For the Preliminary Services described in subsection (a)
of Section I hereof, Bond Counsel shall be paid a flat fee of $10,000. Such fee shall be payable
by the City at or prior to the commencement of the legal proceedings undertaken to form the
initial Community Facilities District for the Tustin Legacy Project.
(b) For the Bond Issuance Services described in subsection (b) of Section 1 hereof in
connection with the issuance and sale of the initial series of Bonds for each Community Facilities
District, Bond Counsel shall be paid a flat fee of $72,500, For the Bond Issuance Services
described in subsection (b) of Section 1 hereof in connection with the issuance and sale of each
subsequent series of Bonds for each Community Facilities District, Bond Counsel shall be paid a
flat fee of$57,500.
In addition to the fee provided above, for each series of Bonds, Bond Counsel shall be
paid a flat amount of $2,500 to cover costs and expenses (direct and indirect) incurred in
connection with the Bond Issuance Services rendered pursuant hereto, including (without
limitation) document reproduction and delivery, travel, 10ng distance telephone, telecopy, word
processing, computer research, secretarial overtime, final transcripts and other similar expenses.
The fee payable to Bond Counsel pursuant to this subsection in connection with the
issuance and sale of each series of the Bonds is based, in part, upon the assumption that the scope
of services will conform to the description thereof contained in subsection (b) of Section 1
hereof, the transaction will not have an extraordinary amount ofproblems/issues, Bond Counsel
will be required to attend no more than the usual number of meetings and conference calls, Bond
Counsel will not be required to generate an inordinate amount of drafts of the Major Legal
Documents, the structure of the transaction will not materially change (particularly after
preparation of the Major Legal Documents has commenced), and the Bonds of each series will be
issued not later than four months from the date initial drafts of any of the Major Legal
Documents for such series are distributed by Bond Counsel. If any part of this assumption is
incorrect, or if any unusual or unforeseen circumstances arise, and occasion substantial additional
work or responsibility on the part of Bond Counsel, Bond Counsel will be entitled to seek
additional compensation in such amount as the City and Bond Counsel shall mutually agree to be
appropriate,
Bond Counsel's fee and expenses for Bond Issuance Services rendered connection with
the issuance and sale of each series of the Bonds shall be payable by the City at or after the
issuance of such series of Bonds, Payment of such fee and expenses shall be made from
proceeds of such series of the Bonds and shall be entirely contingent upon the issuance of such
series of the Bonds.
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(c) For the Disclosure Services described in subsection (c) of Section 1 hereof in
connection with the issuance and sale of each series of Bonds for each Community Facilities
District, Bond Counsel shall be paid a flat fee of $37,500; provided, however, that if, at the time
of issuance of a series of Bonds for a Community Facilities District, the ownership of the
property within the Community Facilities District and the development pIan therefor is
substantially similar to that at the time of the issuance of a previous series of Bonds for such
Community Facilities District, said flat fee shall be $32,500.
In addition to the fee provided above, for each series of Bonds, Bond Counsel shall be
paid a flat amount of $1,500 to cover costs and expenses (direct and indirect) incurred in
connection with the Disclosure Services rendered pursuant hereto, including (without limitation)
document reproduction and delivery, travel, 10ng distance telephone, telecopy, word processing,
computer research, secretarial overtime, final transcripts and other similar expenses,
The fee payable to Bond Counsel pursuant to this subsection in connection with the
issuance and sale of each series of the Bonds is based, in part, upon the assumption that the scope
of services will conform to the description thereof contained in subsection (c) of Section 1
hereof, the transaction will not have an extraordinary amount ofproblems/issues, Bond Counsel
will be required to attend no more than the usual number of meetings and conference calls, Bond
Counsel will not be required to generate an inordinate amount of drafts of the official statement,
the structure of the transaction will not materially change (particularly after preparation of the
official statement has commenced), and the Bonds of each series will be issued not later than four
months from the date initial drafts of the official statement for such series is distributed by Bond
Counsel. If any part of this assumption is incorrect, or if any unusual or unforeseen
circumstances arise, and occasion substantial additional work or responsibility on the part of
Bond Counsel, Bond Counsel will be entitled to seek additional compensation in such amount as
the City and Bond Counsel shall mutually agree to be appropriate,
Bond Counsel's fee and expenses for Disclosure Services rendered connection with the
issuance and sale of each series of the Bonds shall be payable by the City at or after the issuance
of such series of Bonds. Payment of such fee and expenses shall be made from proceeds of such
series of the Bonds and shall be entirely contingent upon the issuance of such series of the Bonds.
(d) If Bond Counsel is requested by the City to provide services in addition to those
described in Section 1 hereof, Bond Counsel shall be compensated for such services at its usual
hourly rates or on such other basis as the City and Bond Counsel shall mutually agree to be
appropriate.
Section 3. Termination of A!!:reement and Le!!:al Services. This Agreement and all
legal services to be rendered under it may be terminated at any time by written notice from either
party, with or without cause, In that event, all finished and unfinished documents prepared for
adoption or execution by the City, shall, at the option of the City, become its property and shall
be delivered to it or to any party it may designate; provided that Bond Counsel shall have no
liability whatsoever for any subsequent use of such documents. In the event of termination by
the City, Bond Counsel shall be paid for all satisfactory work at its usual hourly rates unless the
termination is made for cause, in which event compensation, if any, shall be adjusted in the light
DOCSLA t 0466575.3
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5
of the particular facts and circumstances involved in the termination. If not sooner terminated as
aforesaid, this Agreement and all legal services to be rendered under it shall terminate upon the
final issuance of a series of the Bonds; provided that the City shall remain liable for any unpaid
compensation or reimbursement due under Section 2 hereof. Upon termination, Bond Counsel
shall have no future duty of any kind to or with respect to the Bonds or the City, For various cost
and other reasons, Bond Counsel reserves the right to dispose, in any manner it chooses, of any
documents or other materials retained by it after such termination.
Section 4. Nature of Enl!al!ement; Relationships With Other Parties. The role of
bond counsel, generally, is to prepare or review the procedures for issuance ofthe bonds, notes or
other evidence of indebtedness and to provide an expert legal opinion with respect to the validity
thereof and other subjects (usually including the tax status of interest on the bonds) addressed by
the opinion, Consistent with the historical origin and unique role of bond counsel, and reliance
thereon by the public finance market, Bond Counsel's role as bond counsel under this Agreement
is to provide opinions and related legal services that represent an objective judgment on the
matters addressed rather than the partisan position of an advocate.
In performing its services as bond counsel in connection with the Bonds, Bond Counsel
will act as bond counsel to the City with respect to the issuance of the Bonds; that is, Bond
Counsel will assist City Attorney in representing the City but only with respect to the validity of
the Major Legal Documents and the tax status of interest on the Bonds, and in a manner not
inconsistent with the role of bond counsel described in the first sentence ofthis Section.
The City acknowledges that Bond Counsel regularly performs legal services for many
private and public entities in connection with a wide variety of matters. For example, Bond
Counsel has represented, is representing or may in the future represent other public entities,
underwriters, trustees, rating agencies, insurers, credit enhancement providers, lenders,
contractors, suppliers, financial and other consultants/advisors, accountants, investment
providers/brokers, providers/brokers of derivative products and others who may have a role or
interest in the financing or that may be involved with or adverse to the City in this or some other
matter. Bond Counsel agrees not to represent any such entity in connection with the issuance of
any series of Bonds, during the term of this Agreement, without the consent of the City, except
possibly with respect to investment or derivative products where, because Bond Counsel has
assisted a number of the providers/brokers in designing and developing their products and
provides general and transactional advice with respect to such products, it is not practical to seek
specific consent in each case, and instead Bond Counsel agrees to separate the attorneys working
on the financings pursuant to this Agreement from the attorneys working on the investment or
derivative products. Given the special, limited role of bond counsel described above, the City
acknowledges that no conflict of interest exists or would exist, and waives any actual or potential
conflict of interest that might be deemed to arise, now or in the future, from this Agreement or
any such other relationship that Bond Counsel may have had, have or enter into, and the City
specifically consents to any and all such relationships.
Section 5. Limitation of Ril!hts to Parties; Successor and Assil!ns. Nothing in this
Agreement or in any of the documents contemplated hereby, expressed or imp Ii ed, is intended or
shall be construed to give any person other than the City and Bond Counsel any legal or equitable
DOCSLAl,466575.3
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6
right or claim under or in respect of this Agreement, and this Agreement shall inure to the so Ie
and exclusive benefit of the City and Bond Counsel.
Bond Counsel may not assign its obligations under this Agreement without written
consent of the City except to a successor partnership or corporation to which all or substantially
all of the assets and operations of Bond Counsel are transferred. The City may assign its rights
and obligations under this Agreement with respect to the Bonds of a Community Facilities
District to (but only to) such Community Facilities District. The City shall not otherwise assign
its rights and obligations under this Agreement without written consent of Bond Counsel. All
references to Bond Counsel and the City in this Agreement shall be deemed to refer to any such
successor of Bond Counsel and to any such assignee of the City and shall bind and inure to the
benefit of such successor and assignee whether so expressed or not.
Section 6. Counterparts. This Agreement may be executed in any number of
counterparts and each counterpart shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same Agreement.
Section 7. Notices. Any and all notices pertaining to this Agreement shall be sent by
U.S. Postal Service, first class, postage prepaid to Bond Counsel at 777 South Figueroa Street,
Suite 3200, Los Angeles, California 90017, Attention: Greg Harrington, and to the City at 300
Centennial Way, Tustin, California 92680, Attention: Ronald A. Nault, Director of Finance.
Section 8. Applicable Law. This Agreement and all amendments, modifications,
alterations or supplements hereto, and the rights of the parties hereunder, shall be construed
under and governed by, the laws of the State ofCalifornia.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
CITY OF TUSTIN
By:
Ronald A. Nault, Director of Finance
ORRICK, HERRINGTON &
SUTCLIFFE LLP
By:
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7
§i ;ç(/)C(¿WJf
_. J
""
March 16,2004
Mr. Ron Nault
Finance Director
City of Tustin
300 Centennial Way
Tustin, CA 92780
Subject:
Pricing Consultant Agreement
Dear Mr. Nault:
This letter shall act as an Agreement by which Gardner, Underwood & Bacon LLC (the Consultant)
will perform Independent Pricing Consultant Services for the City of Tustin (the City) for all bond
financings related to the Marine Corps Air Station (MCAS) reuse and redevelopment project (the
Project).
The Consultant shall perform all of the services specifically set forth herein and shall provide such
other services as the City deems necessary or advisable, or are reasonable and necessary to
accomplish the intent of this Agreement in a manner consistent with the standards and practice of
professional pricing consultants prevailing at the time such services are rendered to the City,
It is agreed that the Consultant shall provide a thorough evaluation of market conditions preceding
the negotiation of the terms of the sale of all Project debt and will assist the City with the
negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross
underwriting spread and provide a recommendation on acceptance or rejection of the offer to
purchase the debt. This assistance and evaluation will focus on the following areas as determinants
of interest cost:
.
Size of financing
Sources and uses offunds
Terms and maturities of the debt issue
Review of the rating in pricing of the debt issue
Investment of debt issue proceeds
Distribution mix among institutional and retail purchasers
Interest rate, reoffering terms and underwriting discount compared to similar issues
Redemption provisions
.
.
.
.
.
.
It is agreed that Consultant will devote its best efforts to assist the City with aforementioned
services and perform the services with the standard of care, skill and diligence normally provided
by professional persons in the performance of such consulting services with respect to work similar
to that contemplated hereunder.
Reimbursement for services provided relative to this Agreement is capped at $3,000,00 per Project
debt transaction and is contingent upon the successful closing of each transaction. However, if the
City chooses to hire the Consultant as a financial advisor and/or bidding agent for one or more of
the debt transactions, reimbursement for services provided under this Agreement may not be billed
separately, but may be included in any reimbursement for the expanded scope of advisory services.
Reimbursable expenses are capped at $500,00 per transaction unless prior written approval for
additional charges is received from the City. Reimbursable expenses may include, at the discretion
of the City, travel, 10dging, subsistence, publishing, overnight courier, and operator assisted
conference calls,
This Agreement shall be effective during the period from Aprill, 2004 through Aprill, 2007, or on
a mutually satisfactory schedule that may be extended by mutual Agreement, in writing.
The Consultant shall comply with alliocal, municipal, state, federal, and governmentallaws, orders,
codes, and regulations applicable to the Consultant's operations in the performance of the services
hereunder.
Neither the Consultant nor any of its employees, agents and/or representatives shall offer or give to
an officer, official or employee of the City or receive from such any gifts, entertainment, payments,
10ans or other gratuities in violation ofthe City's policies and procedures.
The Consultant agrees to keep confidential and not disclose to others nor to use without the City's
prior written consent, any information coming into the Consultant's knowledge directly or
indirectly, concerning the City's plans, operations, technical information or data.
Each party to this Agreement may, at their option, terminate this Agreement by giving prior written
notice. In this event, the Consultant will be entitled to compensation earned for work performed as
of the date of termination. This Agreement represents the entire agreement between the parties, and
shall be construed and interpreted in all respects in accordance with the laws of the State of
California.
If this Agreement is acceptable to you, please sign and return one of the originals to my office at
your earliest convenience.
Very truly yours,
William W. Reynolds
Principal
ACCEPTED AND AGREED TO:
City of Tustin
Date:
By:
Ron Nault
Finance Director
.....
cltlgroupJ
June 1,2004
Mr. Ron Nault
Director of Finance
City of Tustin
300 Centennial Way
Tustin, CA 92780
Dear Ron,
On behalf of Citigroup Global Markets Inc, thank you for the opportunity to present our fee proposal to serve as
the sole managing underwriter for the Community Facilities District No, 04-1 (Tustin Legacy/John Laing
Homes) 2004 Special Tax Bonds.
Proposed Fees
The tables below highlight our proposed fees and expenses for the 2004 Special Tax Bonds, assuming a par
amount of $12,000,000. All expense items reflect not-to-exceed dollar amounts, except those items which are
customarily a function of the issue size (PSAICaIPSA, CDIAC, CUSIP, Dalcomp and Day Loan),
Underwriter's Counsel fees are estimated to be $35,000 for the financing, however only actual fee charged
would be reimbursed, We assumed underwriter's counsel will prepare the Bond Purchase Agreement,
Underwriter's Counsel Opinion, Blue Sky Survey, and/all Disclosure Documents (including Official Statement),
as well as review all documents and attend meetings, as needed.
Community Facilities District No. 04-1 (Tustin Legacy/John Laing Homes) 2004 Special Tax Bonds
Estimated Par Amount $12,000,000
Underwriter's Total Expenses Itemized Total
Discount $/1,000 Amount $/1,000 Amount
Average Takedown $7.75 $93,000,00 Underwriter's Counsel 2.917 $35,000.00
Management Fee 1.75 21,000.00 PSAICalPSA 0.040 480,00
Underwriter's Risk 0,00 0.00 CDIAC 0.250 3,000.00
Expenses (as Itemized) 3.66 43,890.00 CUSIP 0.û25 300.00
Total Gross Soread $13.15 $157890.00 Dalcomp 0,063 750.00
Davloan 0,030 360,00
TraveVMisc. 0.333 4,000,00
Exoenses Total 3.658 $43890.00
Our number one priority is to continue our relationship with the City and that we do not want fees to be an issue
standing in the way of our retention as senior managing underwriter for the MCAS Tustin Infrastructure
financings. If there is any aspect of our fee proposal that causes concern or requires further clarification, we
are happy to discuss or clarify as necessary,
Scope of Services
As your underwriter, Citigroup Global Markets offers the City the most accomplished and knowledgeable team
of Municipal Investment Banking, Research, Syndicate, Sales and Trading professionals in the business. These
professionals will provide the City with the very best in value-added service - before, during and after the
transaction itself. Our services that we pledge to provide the City include, but are not limited to, the following:
Pre-Sale Services
.( Work with the City and its Financial Advisor to maintain an appropriate financing timetable
.( Assist the City and its Financial Advisor in selecting service providers, including bond registrar, paying
agent, depository trustee, financial printer, verification agent, rebate consultant, appraisers, absorption
consultants, etc.
.( Develop and/or analyze cash flow details as they relate to the bond issue
.( Work with the financing team to develop alternative credit structures for the financing, as necessary
.( Work with the City and its Bond Counsel to analyze all legal and financial requirements in light of existing
market conditions
.( Work closely with Special Tax Consultant, Appraiser and Absorption Consultant to ensure that the
financing is properly structured to facilitate infj-astructure development, without interfering with the
marketability of the housing product.
.( Work with Bond Counsel to prepare all bond documents and any additional documents relating to the
refunding
.( Work closely with Underwriter's Counsel to ensure that the City provides adequate and full primary market
disclosure
.( Assist in the preparation and review of the preliminary and final official statements as required
.( Develop and present a tailored marketing plan, taking into account general economic data and forecasts,
municipal market trends, competing issues in the market and investor purchasing patterns
.( Attend meetings of the City and other relevant public meetings to the extent requested by City staff
.( Coordinate all of the efforts of the financing team with the financial advisor
Marketing and Distribution
.( Develop a comprehensive pre-sale marketing and distribution program
.( Hold conference calls with Citigroup's sales force to provide an in-depth overview of the financing
.( Host site tour and investor conference for institutional buyers, as necessary
.( Develop and present to the City for its approval a preliminary pricing scale for the bonds
.( Upon approval, establish an order period and release the bonds for offering to the market
.( Price and underwrite the City's bonds on a finn commitment basis
.( Commit capital on behalf of the City to ensure a successful and orderly distribution and sale of securities or
to place into inventory any unsold balance of bonds
Post-Sale Services
.( Coordinate the final distribution and allocation of securities
.( Coordinate with the verification agent to obtain a final report verifYing the sufficiency of the refunding
escrow
.( Prepare and present to the City a final pricing report including an analysis of the interest rates obtained
compared to other comparable financings in the market at that time, an economic overview (before and
after pricing), and a summary of financial results
.( Prepare and present to the City a sales summary including composition of institutional and retail sales
participation
.( Obtain CUSIP numbers for the bonds, arrange for DTC registration or book-entry
.( Assist with the preparation and review of all closing documentation with Bond Counsel
2
,/ Assist with the bond closing, as necessary, including the preparation of closing instructions and the flow of
funds/delivery of securities at closing
,/ Provide secondary market support for the City's securities including distributions of follow-up research
material to the investment community and the maintenance of an active trading market
,/ Monitor federal and state legislative proposals for potential effects on the City
,/ Provide technical support in defining accounting, administrative, disclosure and rebate calculation issues
necessary to meet all Government Accounting Standards Board guidelines and federal regulations
Throughout the financing process we will be mindful of the implications of our structure on the administrative
burden that staff will have in fonning and administering the financing,
We are excited about an opportunity to work for the City. If you have any questions, please do not hesitate to
contact me at (213) 486-8992 or christopher,mukai@citigroup.com
Sincerely,
Christopher Mukai
Director
cc: Nikolai J. Sklaroff
Carmen Vargas
.
RECEIVED
MAY 1 4 2004
FINANCE DEPT.
PROPOSAL
Real Estate Appraisal Services
City of Tustin
John Laing Homes
Community Facilities District
James B. Harris, MAl
Harris Realty Appraisal
5100 Birch Street, Suite 200
Newport Beach, CA 92660
949/851-1227
Harris Realty Appraisal
5100 Birch Street, Suite 200
Newport Beach, California 92660
949-851-1227 FAX949-851-2055
www.harris-appraisal.com
May 13, 2004
Mr. Ronald A. Nault
Finance Director
City of Tustin
300 Centennial Way
Tustin, California 92780
RE:
Proposal for Appraisal Services
Laing Homes Community Facilities District
Tustin Legacy
Dear Mr. Nault:
In response to your request, HARRIS REALTY APPRAISAL is submitting
the following Proposal for Appraisal Services for the proposed Community
Facilities District, Laing Homes, This appraisal will be for the purpose of
estimating the "As Is" Market Value of the taxable property within the boundaries
of the proposed CFD, It is our understanding that the City will use this appraisal
for the issuance of bonds for the proposed CFD.
The property to be appraised includes approximately 65.5 gross acres,
with 43 taxable acres in the former marine base area of Tustin. This CFD is
proposed for approximately 565 residential units. The proposed mix is for 327
detached dwellings, 120 attached dwellings and 118 affordable dwellings. The
first phase of 30 acres, known as Tustin Field, is currently under construction
with four developments that will total 376 dwellings. There will be 52 paired
homes, 126 detached cluster homes, 58 row townhouses, and 140 cluster
townhouses.
According to your request, and in compliance with the California Debt and
Investment Advisory Commission (CDIAC), the valuation will be the "As Is"
Market Value of the land and any improvements giving consideration to the
proposed infrastructure to be partially funded by this CFD. The Market Value of
the properties will consider the merchant builder ownership. The bulk values of
the merchant builder ownership will represent the "As Is" Market Value for all the
property within the proposed CFD.
The residential merchant builder land will be valued by Direct Comparison
with similar merchant builder land sales, and the Static Residual Analysis for the
indicated uses as determined by our Highest and Best Use analysis. Any
completed models and production units will be valued by the Direct Comparison
Approach.
Mr. Ronald A. Nault
May 13, 2004
Page 2
A discounted cash flow, giving consideration to the absorption estimates
provided by the absorption consultant, will be completed. Due to the various
development projects and their various development schedules, a stand-alone
absorption study would be beneficial to the appraiser and the City. In compliance
with the Standards of the Appraisal Institute, we will complete a cursory review of
the market to test the reasonableness of the absorption estimates for use in the
Developmental Analysis.
In keeping with the Standards set forth by CDIAC. the property rights to
be appraised will be the fee simple estate, subject to special tax and special
assessment liens. The Market Value provided will include the "As Is" value,
which assumes the CFD is established and funding for a portion of the public
improvements is available with this bond issue. This reflects our philosophy that
the value indicated by the CDIAC guidelines is consistent with the value a
prudent investor would pay for the property after the CFD is established.
Harris Realty Appraisal is an independent appraisal contractor, which has
operated for business in Southern California since 1982. Harris Realty Appraisal
has provided appraisal services to numerous public agencies for 22 years.
(Please refer to our qualifications.) James B. Harris is a MAl (No. 6508) and is a
Certified General Appraiser (No. AGO01846). Berri J. Cannon is a Certified
General Appraiser (No. AGO09147). They have completed numerous appraisals
of Community Facility Districts and Assessment Districts in Orange, Los Angeles,
San Diego, Riverside, San Bernardino, and Ventura Counties over the past
fifteen years.
Harris Realty Appraisal will provide appraisal services that will be
consistent with all recognized and applicable standards. These include the
Uniform Standards of Professional Practice (USPAP) of the Appraisal
Foundation; the Code of Professional Ethics and the Standards of Professional
Appraisal Practice of the Appraisal Institute; and the Appraisa/ Standards for
Land-Secured Financings, as published by the California Debt and Investment
Advisory Commission (CDIAC). The City's Consultant Services Agreement will
also be complied with. The methodology utilized will be consistent with the above
standards and will fully support the appraised value, which will represent our
opinion. The self-contained narrative reports will be fully documented and will
lead the reader to our conclusion of value. It will have a date of value of July 1,
2004.
Harris Realty Appraisal does not have a financial, business or other
relationship with any entity that may have a conflict or impact on the outcome of
the Real Estate Appraisal Services to be provided to the City. Harris Realty
Appraisal will complete all components of this project in a timely manner. At this
time, Harris Realty Appraisal is not providing appraisal services to any other
client that would have an interest in the outcome of the services we propose to
provide.
Mr. Ronald A. Nault
May 13, 2004
Page 3
Harris Realty Appraisal has completed over fifty-five appraisals for land
secured municipal bond financing over the last five years. These appraisals were
completed for the following agencies: County of Orange, City of Los Angeles,
City of Oceanside, City of San Marcos, Rancho Santa Fe Community Service
District, City of Encinitas, Eastern Municipal Water District, City of Riverside,
County of Riverside, City of Fontana, City of Yucaipa, City of Indian Wells, City of
Lake Elsinore, City of Beaumont, City of Perris, City of Victorville, City of San
Jacinto, City of Camarillo, Val Verde Unified School District, Borrego Water
District, and the Saddleback Valley Unified School District.
We have appraised master planned communities containing over 60,000
existing and proposed residential dwelling units, 20,000,000 square feet of
industrial and office buildings, 5,000,000 square feet of retail shopping centers,
land proposed for residential uses that range up to 2,500 acres, land proposed
for commercial and industrial uses that range up to 800 acres, and land in
agricultural preserve that range up to 18,000 acres, all for Community Facilities
and Assessment Districts. A summary of the Assessment and Community
Facility Districts appraised by Harris Realty Appraisal is attached to this proposal.
Within the last year, Harris Realty Appraisal has completed several
projects similar to this proposed development. For the County of Orange, we
have completed five appraisals for the new master planned community of Ladera
Ranch and a subdivision in Newport Coast. We have also reviewed developer
provided appraisals for the County of Orange for Newport Coast. Harris Realty
Appraisal is the only appraisal firm approved for CFD/AD appraisals by the
Public Finance Department of the County of Orange.
Harris Realty Appraisal also completed the appraisals for the County of
Orange for all of the CFD's in Rancho Santa Margarita, Las Flores and Foothill
Ranch, when those communities were being developed. Appraisals were also
completed for the County of Orange for four primarily industrial and commercial
CFD's adjacent to the EI Toro Marine Base.
The recent appraisals completed in Ladera Ranch would be considered
most similar to this proposed district. They included numerous detached
dwellings, attached dwellings, apartments, retail centers and office uses. The
appraisals included raw land, land under construction, finished residential lots,
dwellings and buildings under construction, and completed model and production
dwellings. Ladera Ranch will contain approximately 8,000 units when completed.
For this assignment, we are anticipating several meetings with the
Finance Team. It has been reported that sufficient development information is
being assembled to proceed with the appraisal assignment as outlined. It is also
our understanding that a stand alone absorption study will be completed for use
in conjunction with the appraisal assignment. The date of value will be July 1,
Mr. Ronald A. Nault
May 13, 2004
Page 4
2004 for this appraisal. A preliminary draft appraisal will be available by July 14,
2004, assuming receipt of all necessary information to complete the assignment
by June 10, 2004. The completed self-contained narrative report will be available
one week following the review process for the draft appraisal report, This timing
estimate is based on the awarding of the contract within two weeks, and receipt
of all necessary items by June 10, 2004. Given our understanding of the
proposed development, our fee for all appraisal services will be $22,500.
Five copies of the final report will be provided after the review process. A
certificate will be provided stating the appraisal report is complete and not
misleading.
The complexity and timing of this assignment warrant the participation of
only senior appraisers who have completed numerous similar assignments.
Therefore, the completion of your assignment will be by James B. Harris, MAl
and Berri J. Cannon.
Covered within the billable rates are the typical expenses anticipated for
this assignment. If there should be a need to redo the analysis based on a
change in the assignment by the City, an additional charge may be required. If
there is a need for more than five copies of the appraisal report, an additional
charge, based on costs will be invoiced.
The contact person will be James B. Harris. My direct line is 949-851-
1227 and the fax number is 949-851-2055. My e-mail address is jim@harris-
appraisal.com. If awarded this assignment, Berri Cannon and I will both be
working on the appraisal and will be available to answer any questions you might
have throughout the assignment. Our qualification package is attached to this
proposal.
Harris Realty Appraisal appreciates the opportunity to provide this
proposal package. If you have any questions or would like to set up an interview,
please call.
Respectfully submitted,
¡¿~
AUTHORIZATION TO PROCEED
AS SET FORTH ABOVE:
By
Title
Date
meyersgroup
Building
Knowledge..
May 11, 2004
Mr. Ronald A. Nault
Finance Director
CITY OF TUSTIN
300 Centennial Way
Tustin, California 92780
Subject: Market Analysis and Absorption Projection for +/-565 Sinele-Family Detached
Units at the Former Tustin Marine Base; City of Tustin, Oranee County,
California
Dear Mr. Nault:
The Consulting Group of Meyers Real Estate Information, Inc. is pleased to present this proposal
to the City of Tustin ("Tustin") for a market absorption analysis relative to a proposed initial
special tax bond offering for the former Tustin Marine Base.
The purpose of this proposal is to outline our Relevant Experience, our understanding of the
Background and Objectives, the Scope of Work required to accomplish those objectives,
Engagement Team, Deliverables, Time Requirements, and Terms and Conditions that will
govern the engagement.
I.
RELEVANT ABSORPTION STUDY EXPERIENCE
The Meyers Group has conducted numerous absorption analysis studies for Mello-Roos
Districts, Local Improvement Districts (LID's), Special Improvement Districts (SID's) and
Community Facilities Districts (CFD's) throughout California and Nevada. These studies have
included all of the land uses proposed within the Tustin Marine Base master pIan, and our
professional staff has extensive experience in analyzing residential housing and commercial
projects of all types. Recently completed absorption studies for large-scale projects include Phase
II of Anthem (Henderson, Nevada), Playa Vista (Los Angeles), Sycamore Creek (Corona),
ArrowCreek (Reno), North Natomas (Sacramento), Rancho Carrillo (Carlsbad), Paloma (San
Marcos), and Lomas Verdes, SPA I and Otay Ranch-Village One (Chula Vista), In addition, on
behalf of school districts, we have recently analyzed active and proposed housing and prepared
building permit projections for areas within the North City West School Facilities Financing
Authority (Carmel Valley and Sorrento Hills) and the San Dieguito Union High School Districts.
meyersgroup
Building
Knowledge..
Mr. Ronald A. Nault
CITY OF TUSTIN
May 11, 2004
Page 2
In addition to our absorption analysis experience, we have maintained a database of information
relative to the new residential housing market in the Orange County and Tustin area for 15 years
and our Real Estate Consulting Group has performed market analyses of numerous housing and
commercial projects in the Orange County market area.
II.
BACKGROUND AND OBJECTIVES
The City of Tustin is planning to form various special tax districts to pay for infrastructure to
develop the former Tustin Marine Base, The MCAS-Tustin closed in 1999 and a process oflocal
planning has led to a master pIan for up to +/-4,518 residential units and other land uses. The
first residential development is now getting underway. This proposal covers the initial bond
issuance. The initial district will consist of two parcels, with 43 taxable acres. There will be +/-
565 single family units built, with sizes ranging from 1,600 to 3,300 square feet. The build-out
of these units is projected to take three years.
The primary objective of this assignment is to analyze the residential market in the Orange
County and Tustin area to determine relevant market trends, implications for the subject project
and to develop corresponding absorption estimates for the planned residential development.
Factors to be examined include economic and demographic trends, historical market trends for
each land use, existing and proposed projects of the types proposed, projected market demand
and additional site-specific considerations as appropriate.
Based on our assessment of the attributes of the subject properties themselves, our conclusions
regarding potential opportunities and constraints as indicated by demographic and economic
trends, and relevant supply and demand considerations, we will provide conclusions and
recommendations relevant to the development pIan as proposed and the absorption potential for
the planned residential units. We will evaluate the impact of external events (changes in interest
rates, etc) on the proj ected absorption,
meyersgroup
Building
Knowledge..
Mr. Ronald A. Nault
CITY OF TUSTIN
May 11, 2004
Page 3
III.
SCOPE OF WORK
To meet the objectives of this assignment, we will conduct the following scope of professional
services.
1.
Materials Review and Locational Assessment: Review all relevant materials compiled to
date relative to Tustin Marine Base such as site plans, master pIan, previous market studies,
pertinent development agreements, etc. Detailed information will be required on current
timing and absorption projections for each development type, as well as detail on proposed
product types, timing, phasing, etc, Information on the infrastructure improvements planned
in the project area will be analyzed in terms of impact on anticipated development.
Definition of Competitive Market Area: Determine the most appropriate competitive
market area for each land use proposed for the subject project. Determination will be made
based on existing and planned transportation routes, natural and man-made geographic
boundaries, patterns of housing and commercial growth, historical market perceptions, etc.
2.
3,
Economic and Demographic Overview: Compile pertinent demographic data for the Orange
County and Tustin area and analyze in the context of future development such as that
proposed. Data to be compiled will include population and household growth trends,
employment growth and distribution, household income levels, age distribution, etc. Data
will be utilized to help determine anticipated future demand potential for residential
development in the Tustin market area,
Historical Market Data: Compile relevant historical data on the Tustin area housing market.
Key residential market factors to be examined will include such things as new detached
home sales and inventory trends, sales and inventory by price range, sales rates by price
range, building permit issuance, resale market trends, etc.
4,
5.
Active and Sold-Out Residential Project Overview: Survey relevant competitive residential
projects in the competitive market area. Project information will include market orientation,
number of units planned, offered and sold, product types, square footage range, base price
ranges, premiums, HOA and tax rate, amenities, buyer profile, absorption rate, etc. An
absorption analysis will be conducted for the build-out of the active for-sale projects.
Proposed Project Summary: Compile and analyze information on the most relevant planned
and proposed residential developments in the market area. To the extent possible, detailed
7,
meyersgroup
Building
Knowledge,.
Mr. Ronald A. Nault
CITY OF TUSTIN
May 11, 2004
Page 4
8,
9,
IV.
information will be presented for each project (units or square footage, timing, amenities,
pricing, etc.). This analysis will cover all projects in various stages of the approval process
in the relevant market area, and to some extent, projects in other areas (if they would be
competitive with the subject project).
Demand Analysis: Conduct a statistical demand analysis to quantify the future demand
potential for the residential development proposed for the project. Demand will be based on
a combination of statistical and judgmental methodologies, and will result in annual
demand projections over the relevant timeframe of the subject project. Demand will be
expressed in terms of annual units of demand for residential units.
Conclusions: Analyze all of the above information and draw conclusions relative to current
and future market trends and assess the potential for the development and absorption of
residential uses within the District.
10,
Absorption Strategy: Based on the above analysis, we will provide recommendations
with regard to anticipated absorption of the subject units. Absorption estimates will take
into account such things as expected market trends, community positioning, infrastructure
timing, etc. Absorption estimates will cover the anticipated period to build-out of the
community in a format to be determined with the appraiser,
ENGAGEMENT TEAM
The Consulting Group of Meyers Real Estate Information, Inc, will provide the services
described above, The Consulting Group is composed of profess iona Is from around the Western
United States with specific skills in consulting for residential and mixed-use master planned
development. It is our philosophy to bring clients the very best skills the firm has to offer. The
following key personnel will be directly interfacing with the Financing Team.
Peter Dennehy, Managing Director, will serve as overall Engagement Manager. Mr. Dennehy
has over a decade of experience in the Real Estate Industry. Mr. Dennehy has diverse expertise
with residential and commercial product development and marketing strategies and has
completed numerous similar Market Absorption analyses of master planned communities for
public and private sector clients in Califomia and Nevada.
meyersgroup
Building
Knowledge...
Mr. Ronald A. Nault
CITY OF TUSTIN
May 11, 2004
Page 5
Adam McAbee, Senior Consultant, will direct field research. He has extensive experience in the
Southern Califomia housing market.
Other specialists will also be available from our Real Estate Consulting Practice where additional
support is required. We do have an office in Costa Mesa and we will involve staff from that
office as available.
V.
DELIVERABLES
The findings will be discussed with you verbally and presented in a bound report, Our reports
are always initially presented as a draft and are only finalized once comments and questions from
the Financing Team have been addressed, The written report will include a series of graphs and
charts depicting research. An executive summary suitable for inclusion in the bond offering
statement will be provided.
To facilitate communication and ensure the highest quality product, we recommend that a team
meeting be held with you and other relevant members of the Financing Team at the study
commencement. We will be in contact with you as needed during research and analysis and we
will be available to attend Financing Team meetings as needed.
VI.
TIME REQUIREMENTS
The analysis should take approximately three to four weeks to complete from the time we are
authorized to begin work. At this writing, we understand that our report will be needed by the
end of June 2004 and that we would be authorized to begin by the end of May 2004, We
understand that these dates may change, but at this point we are prepared to meet this schedule.
We will coordinate our work schedule with the schedule agreed upon by the financing team and
will strive to provide our work product to the appraiser and to other financing team members in
an ongoing and timely manner while still maintaining high quality.
VII.
PROFESSIONAL FEES AND EXPENSES
The professional fee for this analysis will be $10,000.
meyersgroup
Building
Knowledge..
Mr, Ronald A. Nault
CITY OF TUSTIN
May 11,2004
Page 6
The above professional fees do not include direct expenses (we can cap these at 10% of total
fees, or $1,000, if you prefer). In general, expenses will include any out-of-pocket expense
related to travel, data purchases and other relevant items.
We will initiate our work upon receipt of a signed contract and will issue an invoice for 55
percent of the fees (this must be paid within 30 days). The balance of the fee will be due upon
the completion of the study, Any fee amount unpaid 30 days after the invoice date will be
assessed a bi-monthly service charge of 1,5 percent per month,
Two bound and one unbound copies of the final report are included in the fee, Additional copies
are available at a charge of $50 per copy, A separate agreement will be required for any work
requested outside the scope of this proposal (including any subsequent updates),
VIII. TERMS AND CONDITIONS
This letter sets forth our understanding of the terms and objectives of our engagement and the
nature and limitations ofthe services we will provide,
Tustin and the other members of the Financing Team and the project developers are responsible
for representations about their plans and expectations and for disclosure of significant
information that might affect the ultimate realization of the projected results.
There will usually be differences between projected and actual results because events and
circumstances frequently do not occur as expected, and the differences may be material. Our
report will contain a statement to that effect.
We will not express any form of assurance on the achievability of any pricing or absorption
estimates or reasonableness of the underlying assumptions.
We have no responsibility to update our report for events and circumstances occurring after the
date of our report,
Payment of any and all of our fees and expenses is not in any way contingent upon any factor
other than our providing services outlined in this letter.
meyersgroup
Building
Knowledge..
Mr, RonaldA. Nault
CITY OF TUSTIN
May 11, 2004
Page 7
We understand that these reports will be shared with third parties and potential investors, but in
general, the use of this report is limited to the Financing Team and should not be relied on fully
by anyone in making an investment decision.
Tustin and the Financing Team will be authorized to use the Market Absorption Analysis (or a
summary) in the preliminary and fmal Official Statements. We will sign a certificate at the
transaction's closing to assert that the market absorption information is properly presented within
the disclosure documents and that the summary is complete and accurate,
We appreciate the opportunity to work as part of your team. We are available to discuss this
proposal with you and can be reached at (858) 792-8276 x224,
Sincerely,
?~:t-. ~l
Peter F, Dennehy
Managing Director
Signature:
Acceptance:
Title:
Date:
[OC383t]