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HomeMy WebLinkAboutCC RES 07-35RESOLUTION NO. 07-35 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 WHEREAS, the City Council (the "City Council") of the City of Tustin (the "City"} has received a written petition (the "Petition") from VestarlKimco Tustin, L.P., a California limited partnership ("Vestar"}, Costco Wholesale Corporation, a Washington corporation, and Lowe's H IW, I nc., a Washington corporation (collectively, the "Land- owners") requesting the institution of proceedings for the establishment of a community facilities district (the "Community Facilities District"); WHEREAS, each Landowner, respectively, has represented and warranted to the City Council that it owns the land designated on Exhibit A to the Petition as being owned by such Landowner, which is all of the area of land proposed to be included within the Community Facilities District; WHEREAS, under the Mello-Roos Community Facilities Act of 1982 (the "Act"), the City Council is authorized to establish the Community Facilities District; WHEREAS, Section 53314.9 of the Act provides that, at any time either before or after the formation of a community facilities district, the legislative body may accept advances of funds from any source, including, but not limited to, private persons or private entities and may provide, by resolution, for the use of those funds for any authorized purpose, including, but not limited to, paying any cost incurred by the local agency in creating a community facilities district; WHEREAS, Section 53314.9 of the Act further provides that the legislative body may enter into an agreement, by resolution, with the person or entity advancing the funds, to repay all or a portion of the funds advanced, as determined by the legislative body, with or without interest, under all the following conditions: (a} the proposal to repay the funds is included in both the resolution of intention to establish a community facilities district adopted pursuant to Section 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; WHEREAS, the City and Vestar are entering into a Deposit and Reimbursement Agreement, dated as of December 1, 2006 (the "Deposit Agreement"}, that provides for the advancement of funds by Vestar to be used to pay costs incurred in connection with Resolution No. 07-35 Page 1 of 22 the establishment of the Community Facilities District and the issuance of special tax bonds thereby, and provides for the reimbursement to Vestar 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; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Tustin as follows: Section 1. The City Council hereby finds that the Petition is signed by the requi- site number of owners of land proposed to be included in the Community Facilities District. Section 2. 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 Commu- nity 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. Section 3. The name proposed for the Community Facilities District is "City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)." Section 4. The public facilities (the "Facilities") proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption "Facilities" on Exhibit A hereto, which is by this reference incorporated herein. Those Facilities proposed to be purchased as completed public facilities are described under the caption "Facilities to be Purchased" on Exhibit A hereto. The services (the "Ser- vices") 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 ex- penses 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- purchasearrangement. Section 5. 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 Resolution No. 07-35 Page 2 of 22 the proposed Community Facilities District to estimate the maximum amount that he or she will have to pay, is described in Exhibit 6 attached hereto, which is by this refer- ence incorporated herein. The conditions under which the obligation to pay the special tax may be prepaid and permanently satisfied are specified in the Rate and Method. The special tax will be collected in the same manner as ordinary ad valorem property taxes or in such other manner as the City Council shall determine, including direct billing of the affected property owners. The tax year after which no further special tax to pay for public facilities will be levied against any parcel used for private residential purposes is specified in the Rate and Method. Under no circumstances shall the special tax to pay for public facilities levied against any parcel used for private residential purposes be increased as a consequence of delinquency or default by the owner of any other parcel or parcels within the Community Facilities District by more than 10%. For purposes of this paragraph, a parcel shall be considered "used for private residential purposes" not later than the date on which an occupancy permit for private residential use is issued. Section 6. Pursuant to Section 53344.1 of the Act, the City Council hereby re- serves 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. Section 7. The City Council hereby fixes Tuesday, June 5, 2007, 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. Section 8. 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. Section 9. 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. Section 10. 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 Resolution No. 07-35 Page 3 of 22 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. Section 11. Vestar has heretofore advanced certain funds, and may advance ad- ditionalfunds, 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. Section 12. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things which they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsis- tentwith the provisions hereof. Section 13. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Tustin on the 1 st day of May, 2007. LOU BONE Mayor PA LA STOKER City Clerk Resolution No. 07-35 Page 4 of 22 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Pamela Stoker, City Clerk and ex-officio Clerk of the City Council of the City of Tustin, California, do 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 No. 07-35 was duly assed and adopted at a regular meeting of the Tustin City Council, held on the 1st day of May, 2007, by the following vote: COUNCILMEMBER AYES: Bone Amante, Davert; Kawashima. Palmer (5) COUNCILMEMBER NOES: None (0) COUNCILMEMBERABSTAINED: None (0) COUNCILMEMBERABSENT: None (0) PAMELA STOKER City Clerk Resolution No. 07-35 Page 5 of 22 EXHIBIT A FACILITIES, FACILITIES TO BE PURCHASED, SERVICES AND INCIDENTAL EXPENSES Facilities The types of facilities proposed to be financed by the Community Facilities Dis- trict are street improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, storm drains, utilities, public parks and recreation facilities, public library facilities, fire protection facilities and equipment and land, rights-of-way and easements necessary for any of such facilities. Facilities to be Purchased The types of facilities to be purchased as completed facilities are street im- provements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, storm drains, utilities, public parks and recreation facilities, public library facilities, fire protection facilities and equipment and land, rights-of-way and easements necessary for any of such facilities. Services The types of services proposed to be financed by the Community Facilities Dis- trict 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 au- thorized purposes of the Community Facilities District; and (c) any other expenses incidental to the construction, completion, and inspection of the authorized work. Resolution No. 07-35 Page 6 of 22 EXHIBIT B PROPOSED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX Resolution No. 07-35 Page 7 of 22 RATE AND METHOD OF APPORTIONMENT FOR CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT No. 07-01 (TUSTIN LEGACY/ RETAIL CENTER) A. Special Tax shall be levied and collected on all Assessor's Parcels located within the boundaries of City of Tustin Community Facilities District No. 07-01(Tustin Legacy /Retail Center) ("CFD No. 07-O1 "). The amount of Special Tax to be levied in each Fiscal Year on an Assessor's Parcel in CFD No. 07-01, commencing in Fiscal Year 2007-2008, shall be determined through the application of this Rate and Method of Apportionment as described below. All of the real property in CFD No. 07- 01,unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS In addition to the capitalized terms set forth in the preceding paragraph, capitalized terms used in this Section A shall have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County parcel map. The square footage of an Assessor's Parcel is equal to the Acreage of such parcel multiplied by 43,560. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the actual or reasonably estimated costs directly related to the administration of CFD No. 07-01, including but not limited to the following: (i) the costs of computing the Special Taxes and of preparing the annual Special Tax collection schedules (whether by the CFD Administrator or designee thereof, or both); (ii) the costs of collecting the Special Taxes (whether by the City, County, or otherwise); (iii) the costs of remitting the Special Taxes to the fiscal agent or Trustee for any Bonds; (iv) the costs of commencing and pursuing to completion any foreclosure action arising from delinquent Special Taxes; (v) the costs of the fiscal agent or Trustee (including its legal counsel) in the discharge of the duties required of it under any Indenture; (vi) the costs of the City, or its designee of complying with arbitrage rebate and disclosure requirements of applicable federal and State of California securities laws, the Act, and the California Government Code, including property owner or Bond owner inquiries regarding the Special Taxes; (vii) the costs associated with the release of funds from any escrow account; (viii) the costs of the City, or its designee related to any appeal of a Special Tax; and (ix) an allocable share of the salaries of the City staff and City overhead expense directly relating to the foregoing, Administrative Expenses shall also include amounts advanced by the City or the City for any administrative purposes of CFD No. 07-01. "Assessor's Parcel" or "AP" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's parcel number. City of Tustin April 26, 2007 Resolution 07-35 District No. 41-01 (Tustin Legacy/Retail Center) page 1 Page 5 of 22 "Assessor's Parcel Map" means an official map of the County Assessor designating parcels by Assessor's .Parcel number , "Authorized Facilities" means those authorized facilities proposed to be financed by CFD No. 07-01 pursuant to the Act .and lisfied in Exhibit A to this Rate and Method of Apportionment. "Authorized Services" means those authorized services proposed to be financed by CFD No. 07-01 pursuant to the Act and listed in ,Exhibit A to this Rate and Method of Apportionment. "Bonds" means any bonds or other debt (as defined in Section 53317(4) of the Act), whether in one or more series, issued byCFD No. 07-O1 under the Act. "CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement for Facilities and the Special Tax Requirement for Services and providing for the levy and collection of the Special Taxes. "CFD No. 07-01"means City of Tustin Community Facilities District No.2007-01 (Tustin Legacy/ Retail Center). "City" means the City of Tustin, California. "Council" means the City Council of the City, acting as the legislative body of CFD No. 07-01. "County" means the County of Orange, California. "Developed Property" means for a Fiscal Year, all Taxable Property (i) which was within a Final Map that was recorded prior to January 1 of the previous Fiscal Year, and (ii}for which a building permit for new construction, other than: the construction of a garage, parking lot, parking structure or .street, was issued aver January 1, 2005, but. prior to January 1 of the previous Fiscal Year. "Exempt Property" means any Lot located within the boundaries ofCFD No. 07-0 l which is exempt from the Special Tax pursuant to law or Section G below. "Final Map" means a final map, lot line adjustment, or parcel map, or portion thereof, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq,) and recorded with the County Recorder that creates individual Lots for which building permits may be issued. The term "Final Map" shall not include any Assessor's Parcel Map or subdivision map or portion thereof that does not create individual Lots for which a building permit may be issued, ''Fiscal Year" means the twelve month period starting on July 1 of any calendar year and ending the following June 30. City of Tustin Resolution 07-35 April 26,2007 Community Facilities District No. 07-01(Tustin Legacy/Retail Center) "Floor Area" or "FA" for Residential orNon-residential Property means the total of the gross area of the floor surfaces within the exterior wall of the building, not including space devoted to stairwells, basement storage, required corridors, public restrooms, elevator shafts, light courts, vehicle parking and areas incident thereto, mechanical equipment incidental to the operation of such building, and covered public pedestrian circulation areas, including atriums, lobbies, plazas, patios, decks, arcades and similar areas, except such public circulation areas or portions thereof that are used solely for commercial purposes: ~ The determination of Floor Area shall be made by reference to appropriate records kept by the Department of City Planning or Department of Building and Safety. Notwithstanding the above, for purposes of determining the square footages of Floor Area for the Original Parcels in order to determine the allocation of Special Tax A to Successor Parcels, the square footages listed in Table 3 shall apply. "Future Public Property" means Taxable Property at the time offormation of CFD No. 07- 01 that becomes Public Property at some point thereafter. "Indenture" means the indenture,. fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time. "Land Use" means the classification of Taxable Property, as identified in Section B below. "Lot" moans a lot created by a Final Map for which building permits may or have already been issued for either residential ornon-residential structures. "Maximum Special Tax" means the Maximum Special Tax A andl or Maximum Special Tax B, as applicable. "Maximum Special Tax A" means the Maximum Special Tax A, determined in accordance with Section C, that can be levied in any Fiscal Year on any Assessor's Parcel. "Maximum Special Tax B" means the Maximum Special Tax B, determined in accordance with Section C, that can be levied in any Fiscal Year on any Assessor's Parcel. "Non-residential Property" means all Lots of Developed Property for which a building permit permitting the construction of one or more non-residential buildings or facilities has been issued by the City. "Original Parcel" means a Lot which was valid for Fiscal Year 2007-2008, as listed in Table 1 and Table 3 of Section C below. City of Tustin April 26, 2007 Resolution 07-35 District No. 07-01 (Tustin Legacy/Retail Center) Page 3 Page 10 of 22 "Privately Owned Specific Retail Preperty" means property consisting of the following Lots: Lot Lit Line Adjustment Instrument Number , Recordm Date ' 2006000276405 Parcel2 ~, 2006-01 (4/25/06) ` 2006000744979 Parcel/ ~ 2006-07 11/13/06) 2006000744979 Parcel2 ~ 2006-07 11/03/06 ( ) ` 2006000419431 Parcel2 '; 2006-02 6/22/06) P c l 4 are 2006-0 ~ 3 2006000419912 6/23/Ob AP:434-431-24 NA NA AP:434-441-12 NA NA "Proportionately "mean that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Lots of Taxable Property. "Public Proper means (i) any Assessor's Parcel for which the owner of record, as determined from the County Assessor's secured tax roll for the Fiscal Year in which the Special Tax is being levied, is the federal government, the State of California, the County, the City, or .any local government or other governmental agency, (ii) any property within a Final Map that is located within the boundaries of CFD No. 07-O1 and was recorded as of the January 1 preceding the Fiscal Year in which the Special Tax is being levied and which, as determined from such Final Map, is or will be a public street, or (iii) any Assessor's Parcel which, as of the April 1 preceding the Fiscal Year for which the Special Tax is being levied, has been conveyed, irrevocably dedicated to, or irrevocably offered to the federal government, the State of California, the County, the City, or any local government or other governmental agency, provided such conveyance, dedication, or offer is submitted to the CFD Administrator prior to the May 1 preceding the Fiscal Year for which the Special Taxis being levied. "Remainder Lot" means Successor Parcels designated as a remainder lot by the CFD administrator for which a no building permit will be issued for a Taxable Property use (e.g., Public Property). "Residential Property" means all Lots of Developed Property for which a building permit permitting the construction thereon of one or more residential dwelling units has been issued by the City. "Special Tax" means the Special Tax Aand/or Special Tax B, as applicable. City of .Tustin Resolution 07-35 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) ''Special Tax A"means the special taxes to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax Requirement for Facilities. "Special Tax B" means the special taxes to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax Requirement for Services. "Special Tax Requirement for Facilities" means (a) that amount with respect to CFD No. 07-01 required in any Fiscal Year to pay (i) for annual debt service on all outstanding Bonds due in the calendar year which commences in such Fiscal Year; (ii) periodic costs on the Bonds, including, but not limited to, the costs of remarketing, credit enhancement, and liquidity facility fees (including such fees for instruments that serve as the basis of a reserve fund in lieu of cash related to any such Bonds) and rebate payments; (iii) the Administrative Expenses; (iv) any reasonably anticipated delinquent Special Taxes based on the delinquency rate for Special Taxes levied in the previous Fiscal Year or otherwise reasonably expected; (v) any amounts required to establish or replenish any reserve funds established for the Bonds, and less (b) available funds as directed under the Indenture. "Special Tax Requirement for Services" means the amount required in any Fiscal Year for CFD No. 07-01 to (i) pay directly for Authorized Services due in the calendar year commencing in such Fiscal Year, (ii) pay a proportionate share of Administrative Expenses; less (iii) a credit for funds available to reduce the annual Special Tax B levy, as determined by the CFD administrator. "State" means the State of California. "Successor Parcel" means a Lot created by a Final Map, lot line adjustment, or similar instrument that is not an Original Parcel. "Taxable Property" means all Lots which are not exempt from the Special Tax pursuant to law or Section G below. "Trustee" means the trustee or fiscal agent under the Indenture. "Undeveloped Property" means, for each Fiscal Year, all Taxable Property not classified as Developed Property or Public Property. B, ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, commencing with Fiscal Year 2007-2008, all Taxable Property shall be classified as either Developed Property, Undeveloped Property, or Public Property and shall be subject to Special Taxes in accordance with this Rate and Method of Apportionment determined pursuant to Sections C, D, and E below. City of Tustin April 26, 2007 Resolution 07-35, District No. 07-01(7'ustin Legacy/Retail Center) Page 5 Page 12 of 22 C. MAXIMUM SPECIAL TAX 1. Special Tax A Only the Lots identified in Table 1 below are subject to Special Tax A. a. Developed Property The Maximum Special Tax A for each Lot of Developed Property shall be the applicable Maximum Special Tax A identified in Table 1 below. Table 1 Fiscal Year 2007-2008 Maximum Special Tax A Community Facilities District No. 07-01 Recording Date Maximum Special Tax A Lot (Instrument Number) 2006-07 APN 434-441-18 NA $74,098 06/22/2006 Parcel 1 of LLA No. 2006-01 $19,458 (No. 2006000419431) 2006-07 APN 434-441-16 NA $409,774 11 /03 /2006 Parcel 1 of LLA No. 2006-05 $16,500 (No. 2006000744977) 06/23/2006 Parcel 1 of LLA No. 2006-04 $13,200 (No. 2006000421177) 06/23/2006 Parcel. 2 of LLA No. 2006-03 $12,926 (No. 2006.000419912) 06/23/2006 Parcel 3 of LLA No. 2006-03 $10,725 ~(No. 2006000419912) 06/22/2006 Parcel l ofLLA No.2006-02 $19,846 (No. 2006000419431) 06/23/2006 Parcel2 of LLA No. 2006-04 $317,3.38 (No. 2006000421177) The Fiscal Year 2007-2008 Maximum Special Tax A, identified in Table 1 above, shall increase, commencing on July 1, 2008 and on July 1 of each Fiscal Year thereafter, by an amount equal to twa percent (2%) of the amount in effect for the previous Fiscal Year. City of Tustin April 26, 2007 Community Facilities DistrlctNo. 07-01 (Tustin Legacy/Retail Center) Resolution No. 07-35Page 13 of 22 b. Undeveloped Property The Fiscal Year 2007-2008 Maximum Special Tax A for each Assessor's Parcel of Undeveloped Property shall be $26,051 per Acre, and shall increase, commencing on July 1, 2008 and on July 1 of each Fiscal Year thereafter, by an amount equal to two percent (2%) of the Maximum Special Tax A for the previous Fiscal Year. 2. Special Tax B All Assessor's Parcels of Developed Property within CFD No. 07-01 will be subject to Special Tax B, unless exempted pursuant to Section G below. a. Maximum Special Tax B The Fiscal Year 2007-2008 Maximum Special Tax B shall be $0.06 per square foot of Floor Area. b. Increase in the Maximum Special Tax B The Fiscal Year 2008-2009 Maximum Special Tax B for Developed Property shall be $0.12 per square foot of Floor Area. The Fiscal. Year 2009-2010 Maximum Special Tax B for Developed Property shall be $0.18 per square foot of Floor Area. The Fiscal Year 2010-2011 Maximum Special Tax B for Developed Property shall be $0.25 per square foot of Floor Area. On each July 1, commencing July 1, 201 1, after the Maximum Special Tax B has been increased to $0.25 per square foot of Floor Area, the Maximum Special Tax B shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. Table 2 Maximum Special Tax B 2007-08 throw h 2011-12 Fiscal Year Maximum S ec~al Tax B 2007-08 $0.06 2008-09 $0.12 2009-10 $0.18 2010-11 $0.25 Escalates by 2011-12 2% annually City of Tustin April 26, 2007 Resolotion No. 07-35 District No. 07-01 (Tustin Legacy/Retail Center) Page 7 Page 14 of 22 D. ALLOCATION OF MAXIMUM SPECIAL TAX A 1. Original Parcels. Square footage of Floor Area for the Original Parcels is shown in Table 3 below. Table 3 FA of Original Parcels Community Facilities District No. 07-01 Original Parcels Square Footage of Floor Area* 2006-07 APN 434-441-18 44,908 Parcel 1 of LLA No. 2006-01 11,793 2006-07 APN 434-441-16 248,348 Parcel 1 of LLA No. 2006-OS 10,000 Parcel 1 of LLA No. 2006-04 8,000 Parcel 2 of LLA No. 2006-03 7,834 Parcel 3 of LLA No. 2006-03 6,500 Parcel 1 of LLA No.2006-02 12,028 Parcel 2 of LLA No. 2006-04 192,326 Square footage amounts contained herein aze for the puipase of setting Special Tax A rates and may not conform to the squaze foot amounts as shown. on a building permit. The square foot amounts contained herein will govern for purposes of implementing this Rate and Method of Apportionment . 2. Methodology for Allocating Maximum Special Tax A to Successor Parcels If any Original Parcel reflected in Table 3 above is subsequently changed or modified by the recordation of a Final Map, lot line adjustment or similar instrument, the total Maximum. Special Tax A for all of the newly created Successor Parcels affected by such Final Map,. lot line adjustment or similar instrument, excluding any Lot classified as a Remainder Lot, shall be equal to the Maximum Special Tax A of the Original Parcel(s). Maximum Special Tax for Successor Parcels shall be computed as follows: a. Determine the square footage of Floor Area for each Lot and Remainder Lot located within the Final .Map, lot line adjustment or similar instrument that created the Successor Parcels. City of Tustin April 26, 2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Resolution No. 07-35 Page 15 of 22 b. Divide the square footage of Floor Area for each newly created Lot by the aggregate square footage of Floor Area of all Lots of Taxable Property calculated in paragraph "a," to determine the percentage of the aggregate square footage of Floor Area to be allocated to each such Lot. c. Multiply the percentages(s) computed in paragraph "b" by the Maximum Special Tax A of the Original Parcel to determine the Maximum Special Tax A for each Lot. The aggregate Special Tax for the Lots will be levied on the corresponding Assessor's Parcels. E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX 1. Special Tax A Commencing with Fiscal Year 2007-2008. and for each following Fiscal Year, the Council shall determine the Special Tax Requirement for Facilities and shall levy the Special Tax A until the total Special Tax A levy equals the Special Tax Requirement for Facilities. The Special Tax A shall be levied each Fiscal Year as follows: First: The Special Tax A shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Maximum Special Tax A for Developed Property; Second: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first step has been completed, the Special Tax A shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property at up to 100% of the applicable Maximum Special Tax A for Undeveloped Property. Notwithstanding the above, under no circumstances will the Special Tax A levied against any Assessor's Parcel of Residential Property for which a certificate of occupancy has been issued be increased by more than ten percent as a consequence of .delinquency or default by the owner of any other Assessor's Parcel within CFD No. 07-01. 2. Special Tax B Commencing with Fiscal Year 2007-2008 and for each follorwing Fiscal Year, the Council shall levy the Special Tax B until the total Special Tax B levy equals the Special Tax Requirement for Services. The Special Tax B shall be levied each Fiscal Year as follows: The Special Tax B shall be levied Proportionately oneach Assessor's Parcel of Developed Property within CFD No. 07-01 at up to 100% of the applicable Maximum Special Tax B for such parcel. City of Tustin April 26, 2007 Resolution 07-35 District No. 07-01(Tustin Legacy/Retail Center) Page 9 Page 16 of 22 F. FUTURE PUBLIC PROPERTY If any of the Original Parcels identified in Table 1 are acquired by a public entity through .negotiated transaction, by gib, or devise, the present owner of that Parcel will be required to prepay and permanently satisfy the Special Tax A associated with such Parcel. G. EXEMPTIONS 1. Special Tax A No Special Tax A shall be levied on Privately Owned Specific Retail Property or Public Property. 2. Special Tax B No Special Tax B shall be levied on Public Property or Undeveloped Property. H. MANNER OF COLLECTION The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes and shall be subject to the same penalties,. the same procedure, sale and lien priority in the case of delinquency; provided, however, that the Special Tax maybe billed directlyand/or may be collected at a different time or in a different manner if necessary or convenient to meet the financial obligations of CFD No. 07-01, or as otherwise determined by the CFD Administrator. The foreclosure remedies provided for in the Indenture shall apply upon the nonpayment of Special Tax A. I. REVIEWS. AND APPEALS Any taxpayer may file a written appeal of the Special Tax levied onhis/her property with the CFD Administrator, provided that the appellant is current. in his/her payments of Special Taxes. During the pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator .shall review the appeal., meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant's property. No refunds of previously paid Special Taxes shall be made. J. PREPAYMENT OF SPECIAL TAX A 1. Prepayment in Full The obligation of an Assessor's Parcel to pay the Special Tax A may be prepaid and permanently satisfied as described herein; provided that a prepayment may be made only for Assessor's Parcels of Developed Property, or an Assessor's Parcel of Undeveloped Property City of Tustin April 16,2007 Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Resolution No. 07-35 Page 17 of 22 for which a building permit has been issued, and only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax A obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount of such Assessor's Parcel, The CFD Administrator may charge a reasonable fee for providing this service. Prepayment must be made not less than 45 days .prior to the next occurring date that notice of redemption of Bonds from the proceeds of such prepayment may be given to the Trustee pursuant to the Indenture. The following additional definitions apply to this Section J: "Buildout" means, for CFD No. 07-O1, that all expected building permits have been issued. "Previously Issued Bonds" means, for any Fiscal Year, all Outstanding Bonds that are deemed to be outstanding under the Indenture after the first interestand/or principal payment date following the current Fiscal Year. The Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount plus Redemption Premium plus Defeasance Amount plus Administrative Fees and Expenses less Reserve Fund Credit less Capitalized Interest Credit Total: equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Paragraph No.: 1. Confirm that no Special Tax delinquencies apply to such Assessor's Parcel. 2. For Assessor's Parcels of Developed Property, determine the Maximum Special Tax A. For Assessor's Parcels of Undeveloped Property for which a building permit has been issued, compute the Maximum Special Tax A for that Assessor's Parcel as though it was already designated as Developed Property, based upon the building permit which has already been issued for that Assessor's Parcel. 3. Divide the Maximum Special Tax A computed pursuant to paragraph 2 by the total estimated Maximum Special Tax A for the entire CFD No. 07-O1 based on the Developed Property Special Tax A which could be levied in the current Fiscal Year on all expected development through Buildout of CFD No. 07-O1, excluding any Assessor's Parcels which have been prepaid.. City of Tustin April 16, 2007 Resolution No. 07-35 District No. 07-01 (Tustin Legacy/Retail Center) Page 11 Page 18 of 22 4. Multiply the quotient computed pursuant to paragraph 3 by the amount of Previously Issued Bonds to compute the amount of Previously Issued Bonds to be retired and prepaid {the "Bond Redemption Amount"), 5. Multiply the Bond Redemption Amount computed pursuant to paragraph 4 by the applicable redemption premium (e.g., the redemption price-l00%), if any, on the Previously Issued Bonds to be redeemed (the "Redemption Premium"). 6. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date not covered by the current Fiscal Year Special Taxes until the earliest redemption date for the Previously Issued Bonds. 7. Determine the Special Tax A levied on the Assessor's Parcel in the current Fiscal Year which has not yet been paid. 8. Compute the minimum amount the CFD Administrator reasonably expects to derive from the reinvestment of.the Prepayment Amount less the Administrative Fees and Expenses (defined below) from the date of prepayment until the redemption date for the Previously Issued Bonds to be redeemed with the prepayment. 9. Add the amounts computed pursuant to paragraphs 6 and 7 and subtract the amount computed .pursuant to paragraph 8(the "Defeasance Amount"). 10. The administrative fees and expenses ofCFD No. 07-0 l are as calculated by the CFD Administrator and include the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses"). 11. The reserve fund credit (the "Reserve Fund Credit") shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Previously Issued Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Previously Issued Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. No Reserve Fund Credit shall be granted if the amount then on deposit in the reserve fund for the Previously Issued Bonds is below 100% of the reserve requirement (as defined in the Indenture). 12. If any capitalized interest for the Previously Issued Bonds will not have been expended as of the date immediately following the first interest and/or principal payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to paragraph 3 by the expected balance in the capitalized interest fund or account under the Indenture after such first interest and/or principal payment (the "Capitalized Interest Credit"). City of Tustin April 26, 2007 Community Facilits'es District No. 07-01(Tustin Legacy/Retail Center) Resolution No. 07-35 Page 19 of 22 13. The Special Tax A prepayment is equal to the sum of the amounts computed pursuant to paragraphs 4, 5, 9, and l0, less the amounts computed pursuant to paragraphs 11 and 12 (the "Prepayment Amount"). From the Prepayment Amount, the amounts computed pursuant to paragraphs 4, 5, 9,11 and 12 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Previously Issued Bonds or to make scheduled debt service payments or to pay administrative expenses related to the prepayment of the Special Tax. The amount computed pursuant to paragraph 10 shall be retained by CFD No. 07-01. The Special Tax A Prepayment Amount may be insufficient to redeem a full $5,000 increment of Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of Bonds or to make debt service payments. Upon confirmation of the payment of the current Fiscal Year's Special Tax A levy as determined under paragraph 7 (above), the CFD Administrator shall remove the current Fiscal Year's Special Tax A levy for such Assessor's Parcel from the County tax rolls, with respect to any Assessor's Parcel that is prepaid, the Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of the Special Tax A and the release of the Special Tax A lien on such Assessor's Parcel, and the obligation of such Assessor's Parcel to pay the Special Tax A shall cease. Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless, at the time of such proposed prepayment, the amount of Maximum Special Tax A that maybe levied on Taxable Property within CFD No. 07-01(after excluding Privately Owned Specific Retail Property and Public Property that are exempt from the Special Tax as set forth in Section G.1) both prior to and after the proposed prepayment is at least 1,1 times the maximum annual debt service on all Previously Issued Bonds, plus the Administrative Expenses. 2. Prepayment in Part The Special Tax A on an Assessor's Parcel of Developed Property or an Assessor's Parcel of Undeveloped Property for which a building permit has been issued may be partially prepaid. The amount of the prepayment shall be calculated as in Section J.1; except that a partial prepayment shall be calculated according to the following formula: PP = ((PE-AxF) + A These terms have the following meaning: PP = the partial prepayment PE = the Special Tax A Prepayment Amount. calculated according to Section J.1 A = the Administrative Fees and Expenses calculated according to Section J.l City of Tustin April 26, 2007 Resolution No. 07-35 District No. 07-01 (Tustin Legacy/Retail Center) Page 13 Page 20 of 22 F = the percentage, expressed as a decimal, by which the owner of the Assessor's Parcel is partially prepaying the Special Tax A The owner of any Assessor's Parcel who desires such prepayment shall notify the CFD Administrator of such owner's intent to partially prepay the Special Tax A and the percentage by which the Special Tax A shall be prepaid. The CFD Administrator shall provide the :owner with a statement of the amount required for the partial prepayment of the Special Tax A .for an Assessor's Parcel within 30 days of the request and may charge a reasonable fee for providing this service. With respect to any Assessor's Parcel that is partially prepaid, the Council shall (i) distribute the funds remitted to it according to Section J.1, and (ii) indicate in the records ofCFD No. 07-01 that there has been a partial prepayment of the Special Tax A and that a portion of the Special Tax A with respect to such Assessor's Parcel, equal to the outstanding percentage (1.00 - F) of the remaining Maximum Special Tax A, shall continue to be levied on such Assessor's Parcel pursuant to Section E.1. K. PREPAYMENT OF SPECIAL TAX B No prepayment of Special Tax B is allowed for any Assessor's Parcel within CFD No. 07-0 l . L. TERM OF SPECIAL TAX The Special Tax A shall be levied for a period not to exceed forty-five years commencing with Fiscal Year 2007-2008. The Special Tax B shall be levied as long as necessary to meet the Special Tax Requirement for Services. City of Tustin April 26, 2007 Community .Facilities District No. 07-01(Tustin Legacy/Retail Center) Resolution No. 07-35 Page 21 of 22 EXHIBIT A TYPES OF FACILITIES AND SERVICES Facilities The types of facilities to be financed by the Community Facilities District are street improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, storm drains,. utilities, public parks. and recreation facilities, public library facilities, fire protection facilities and equipment and land, rights-of-way and easements necessary for any of such facilities. Services The .types of services to be financed by the Community Facilities District are police protection services, fire protection services, ambulance and paramedic services, recreation program services, maintenance of parks, parkways and open space and flood and storm protection. services. City, of Tustin April 26, 2007 Resolution No. 07-35 District No. 01-01(Tustl'n Legacy/Retail Center) Page A-1 Page 22 of 22