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HomeMy WebLinkAbout1998-09-01; City Council; 14827; RANCHO CARRILLO ASSESSMENT DISTRICT NO. 96-1 FINAL PUBLIC HEARINGa % 2 .. z 0 F Y z 3 0 0 J G c ab RITY OF CARLSBAD - AGENuA BILL DEPT HD. TITLE: RANCHO CARRILLO FINAL PUBLIC HEARING AB# 14,827 MTG. 09/01/98 ASSESSMENT DISTRICT NO. 96-1 CITY ATT CITY MGF DEPT. FIN . RECOMMENDED ACTION: Adopt Resolution No. 98-290 declaring the results of the assessment ballot tabulation, con’ assessments, ordering the acquisition of improvements, and approving the assessment report. Adopt Resolution No. 98-291 authorizing issuance of bonds and approving the form of CE documents. Adopt Resolution No. 98-292 approving the form of certain agreements. ITEM EXPLANATION: On June 23, 1998, City Council adopted a Resolution stating its intent to form an assessmi to fund certain public improvements necessary to serve the Carrillo Ranch Area. At that tim adopted a map of the proposed district, passed on the preliminary report by the assessment set the date for this public hearing, and ordered the initiation of the assessment ballot procel This agenda item contains the final actions necessary to complete the district formatior assessments and to allow for the issuance of the related assessment district bonds. The boundaries of the district generally consist of the area of the Rancho Carrillo Ma including the Leo Carrillo Park site. The improvements to be paid by the assessment district 0 Melrose Drive, from Palomar Airport Road to Alga Road. Six lanes (two are considere Palomar Airport Road, 1000 feet east and 700 feet west of the Melrose intersection benefit and will be paid by the developer). - 0 Utility backbone systems 0 Riparian mitigation 0 0 Incidental design and administration The total estimated costs for the improvements as shown in the attached engineer’s repor million. The addition of formation and financing costs brings the total assessment costs million. The developer will pay for the costs related to the general benefit portions of the ro; the special benefit attributed to the school site and Leo Carrillo Park totaling approximately The assessment lien per single family detached home should not exceed $13,200. Due to the restrictions of Council Policy 33 and previous Council guidance, there art provisions of this District and bond financing which are unique. These provisions are incluc attached documents and adoption of the resolutions will indicate Council’s acceptance counsel. Relocation of the Vallecitos Water District sewer mains provisions. These terms have been reviewed and approved by both the underwriter : Page 2 of Agenda Bill # e827 e Ov~vall Value fo Lien: According to Council Policy 33, the project property value to lien ratio should be 4:l installation of the improvements to be financed. A project may be approved with a ratio be and a minimum of 3:l if the ratio is recommended by both bond counsel and the underwriter City Council finds the reduced ratio to be within parameters acceptable to them. In addi should be no overlapping bond assessments or tax liens unless the combined assessments the property value ratios noted above and approved by the City Council, upon the advic counsel. The amount of bonds issued will be limited to an amount which would provide a 3:l Val (including this assessment district and the anticipated school district CFD) on the total p addition, a certain amount of bond proceeds will be escrowed (set aside in a trust fund) whict the value to lien ratio down to 3:l on a village-by-villaqe basis. The escrowed bond procee released to the developer when sufficient value has been demonstrated to the City’s si Based on the latest estimates, approximately $4 million of the bond proceeds will be escrowe Tax Burden Restriction: A further restriction on the size of the bond issue is that the estimated average tax burdc single family home in the District should not be expected to exceed 1.8% of the estimated price. At this time, it is anticipated that the total amount of bonds issued will be reduced by due to this restriction. Final Map Agreement: Every property owner in the District at the time of formation will be required to enter into an “A family lot within the District will not be substantially in excess of that of similar properties in the The agreement states that prior to the approval of a final map, a preliminary assessment spre performed. If the preliminary assessment spread shows any assessment exceeding more tha of the maximum assessment per detached single family lot as shown in the engineer’s report, excess must be paid by the developer into the District to reduce the lien on the property. 0 Disclosure Agreement : Continental Ranch, Inc. (the property owner) has requested to be allowed to pass-thrl assessment to the prospective purchasers of the individual lots. As required under Council PC disclosure agreement is attached which is substantially the same as the one used by the A Assessment District. This agreement states that the assessment must be paid off prior t escrow for any residential home buyer unless a Notice of Assessment is executed by the hoi and deposited into escrow. It also states that the developer will incorporate the amou assessment lien and disclose the pass-through option in any sales literature. Ballot Summary: district. There was only one property owner as of the date the ballot was mailed. The returnec voting in favor of the district is attached. for Filing of Final Maps” (Exhibit 1). This agreement will ensure that the lien on any detached As of August 21, 1998, the City had received no protests of any form related to the formation o Sale of fbe Bonds The attached resolution authorizes the sale of the bonds to Stone & Youngberg on a negotiate Council previously authorized Stone & Youngberg to act as the underwriter on this bond issue. resolution sets the total amount of the underwriter’s discount at an amount not to exceed 1.7% 2 Page 3 of Agenda Bill ## e, 827 e bond issue. It also states that the interest rate on the bonds cannot exceed 8% per annum. 1 actual amount of the discount and the interest rate will be set when the bonds are priced. The financial advisor, Carl Kadie of Kadie-Jensen, Johnson and Bodnar, will participate in the negc to ensure that the City is receiving a fair price for the bonds. Reauested Actions Staff is requesting that Council adopt the attached resolutions which will: 1. Declare the results of the ballot procedure, confirm the assessments and order the acqi the improvements 2. Approve the Engineer’s Report which describes the costs to be assessed, and the n assessment to be used by the District 3. Authorize issuance of bonds no greater than the total of the assessments to be levied 4. Approve the form of the documents needed to cause the bonds to be issued, sold and and authorize certain officials to execute the documents with such additions and chi advisable subject to review by the City Attorney and Bond Counsel. These documents i with the City Clerk and include the following: 0 Preliminary Official Statement 0 Bond Indenture 0 Continuing Disclosure Agreements Band Purchase Agreement 5. Approve the form of the Special Assessment Disclosure Agreement and the Agreement fc the Filing of Final Maps (Exhibits 3 and 4). All of the above actions (with the exception of 5) are required under state law to be part of the of forming the district, issuing bonds, and levying assessments. FISCAL IMPACT: The Rancho Carrillo Assessment District will fund improvements and related costs approximately $20.8 million. This estimate includes debt issuance costs and the establishn debt service reserve fund. The City will receive reimbursement for certain administrative cost to the formation of the assessment district as well as to cover ongoing costs. The Ci responsible for the funding of any of the improvements included within the District. The caler for bonds to be sold in September 1998 with closing of the bonds in early October 1998. EXHIBITS: 1. Location Map 2. Final Engineer’s Report for Assessment District No. 96-1 (Rancho Carrillo) Ac Agreement, August 18,1998 Special Assessment District Disclosure Agreement Agreement for the Filing of Final Maps Within Assessment District No. 96-1 (Rancho Carrillo) 3. 4. 3 d Page 4 of Agenda Bill # $4,827 0 5. Assessment ballot 6. Resolution No. 98-290 declaring the results of the assessment ballot tabulation, confirming the assessments, ordering the acquisition of improvements, and approving the assessment engineer’s report Resolution No. 98-291 authorizing issuance of bonds and approving the form of certain bond documents Resolution No. 98-292approving the form of certain agreements 7. 8. Documents on file with the City Clerk: 0 Preliminary Official Statement 0 Bond Indenture 0 Continuing Disclosure Agreements 0 Bond Purchase Agreement 4 LAnLDLI / 5 2 0 0 - City of Carlsbac October I , 1998 I Robert E. Hessell Brown, Diven, Hessell & Brewer 400 So. Sierra Avenue, Suite 100 Solana Beach, CA 92075 RE: ASSESSMENT DISTRICT NO, 96-1 - (RANCHO CARRILLO) Enclosed per your request are the following documents from the City Council Meeting of June 23,1998: 1. Certificate of Compliance with Notice Requirements (8/31/98) 2. City Council Minutes (6/23/98) 3. Resolution Nos. 98-209, 98-210, 98-21 1 and 98-21 2 Also enclosed are the following documents from the City Council Meeting of Septembt 1,1998: 1. Certificate of Compliance with Notice Requirements (9/28/98) 2. City Council Minutes (9/1/98) 3. Resolution Nos. 98-290, 98-291 and 98-292 4. Notice of Assessment, Recorded 9/8/98 5. Proof of Publication - Notice of Recordation of Assessment and Diagram 6. Statiment and Final Assessment (2), dated 9/9/98 If YOU have any questions regarding this matter, or need additional information, please do not hesitate to contact me at (760) 434-2917. &* Assistant ENR.K City Clerk DTZ, C Enclosures 1200 Carlsbad Village Drive Carlsbad, CA 92008-1989 a (760) 434-28C ID 0 CERTIFICATE OF COMPLIANCE WITH NOTICE REQUIREMENTS ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) State of California County of San Diego City of Carlsbad Aletha L. Rautenkranz, under penalty of perjury, CERTIFIES as follows: The undersigned is now, and at all times mentioned herein was, the duly qualified and acting CITY ( of the CITY OF CARLSBAD, CALIFORNIA, and as such, accomplished or caused the accomplish the following notice requirements in connection with the referenced Assessment District, as noted: RECORDATION The original of the ASSESSMENT ROLL AND DIAGRAM was recorded in the Office of the ap Superintendent of Streets on the 4-4 day of September, 1998. A copy of the ASSESSMENT DIAGRAM was filed in the Office of the County Recorder, in E Assessment and Community FacilitiesDistrict Maps, Book Jd, p Page@) $7 , on the 2 of September, 1998, as Document No. /f~f-,S&?&~, A copy of the NOTICE OF ASSESSMENT was recorded in the Office ofthe County Recorder on thi day of September, 1998, as Document No. /f96-d~d 9-8, PUBLICATION The STATEMENT OF ASSESSMENT, pursuant to Section 6066 ofthe Government Code of the California, was published once a week for two successive weeks, with at least five days intervening t publications; said publications being accomplished on the /j-t;C day of September, 1998, anc a4 day of September, 1998. MATLING The STATEMENT OF ASSESSMENT, pursuant to the provisions ofthe "Municipal Improvemen 1913", was mailed, postage prepaid, to each person owning property in the Assessment District at known address as it appears on the tax rolls of the County, or on file in the Office of the undersigned Notice designated the property belonging to each such owner and contained a statement of the am be assessed; said mailing being accomplished on the EXECUTED this &?fe day of @&&L&.J 7'- , 1998, at Carisbad, California. day of September, 1998. Carlsbad, CA 92008 NOTICE OF ASSESSMENT * I) 4 0 I) 1163 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) OWNER NAMES Continental Ranch, Inc. (a wholly owned subsidiary of Continental Homes Holding Corporation) Shea Homes Limited Partnership e 0 CERTIFICATE OF COMPLIANCE WITH NOTICE REQUIREMENT’S CITY OF CARLSBAD (RANCHO CARFULLO) ASSESSMENT DISTRICT NO. 96-1 STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CARLSBAD The undersigned, under penalty of perjury, CERTIFIES AS FOLLOWS: The undersigned is now, and at all times mentioned herein was, the duly appointed, quali and acting Assistant City Clerk of the City of Carlsbad, California, as such, certifies that the following requirements in connection with the referenced Assessment Dis have been accomplished and satisfied: POSTING A copy of the AGENDA for the meeting of June 23, 1998, was posted in a location accessible tc general public at least 72 hours before the time set for said meeting; said posting being accompli! on the /9= day of -.%dd.. , 1998. RECORDING A copy of the proposed BOUNDARY MAP was filed in the Office of the County Recorder w fifteen (15) days after the adoption of the Resolution Setting Hearings; said filing being accompli; onthe &+ day of Gkz , 1998. MAILING The NOTICE OF PUBLIC HEARING and the ASSESSMENT BALLOT PACKAGE was maik the record owners of all real property proposed to be assessed according to the names and addre of such owners as the same appear on the last County Assessment Roll, or at the address as know the undersigned; said mailing being accomplished on the /g* day of &,L THE COMPLETE ASSESSMENT BALLOT PACKAGE) at least forty-five (45) days prior to the date set for the final public hearing. +, ( TTACH A lgg8, COP\ Il EXECUTED this &Ya7” day of y , 1998, at Carlsbad, California. City of Carlsbad 'V ~ fi.-<.=-, 0 ! c;$ &wJ og# I I INC- ; ' 7, I F/JDtV\cL@P, lux i ! ./ i /p"S,L -&/? $- $4 CL7i&*, , I I :I LITTER OF TRANSMITTAL !. .' $ ~ To: ~ %itv of Carisbad/ Date: June 29, 1998 I, i 5076 Las Palrnas Dr. : earisbad, CA Si009 .. Project: Assessment Dist. 96-1 A,ttn: Richard Alllen B&H Job No. 141 95.00 ! (Rancho Carrillo) .. ,. .. :. Via: I : - X Messenger - Express - Blueprinter We arb I' forwarding hedewith: Other - Pickup - Mail - ,. i! :X Originals I Copies Report Specifications a I Prints I I Plans Drawings Other 1: !' !' I .I Des$flption: Oriqinal/ 'conformed copv' of the Proposed Boundarv Map for Assessrr District 96-1 (Rancho1 Carrillo) recorded at the Countv Recorder's Office of the Count! Sa.n!Dieqo on June 26, 1998, in Book 32, Page 31 of Maps of Assessment and Commu Facihifies I, Districts. I I ! I 1, ,/ i! ,I i /; This material is: I ! For your review.! 1; Ii X For your files. - Approved by us. - Returned by us. I. -, j For your approval. -, ! For use on job. ~ - - Per your request. - - ,I ': I. I .. F&I: Berryman 6 Yenigar Copies to: file Joan Cox, B&H Santa Ana .. ,. .. i: .I .I :! i. ,, .I !I I! 'I I! ;: .. If &closures received are not as listed above, notifY us at once. rn:\4/p~-rlebad\omlI~~*~~~~~lt~~~ diagram.doc !I I ' I j! I. ,. 11590 W. Bern rdo Court San Diego, CA 92127 0 (619) 451-6100 FAX (619) 451-2846 An Equal Opportunify €rrp/oYer t :. .. TO1 FINAL ENGlNEER 'S REPORT FOR ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) ACQUISITION DISTRICT CITY OF CARLSBAD SAN DIEGO COUNTY CALIF0 RNIA Prepared by; Berryman & Henigar 77590 West Bernard0 Court, Suite 700 San Diego, CA 92727-7622 JN: 14195.00 August 78, f998 L 0 Assessment District No. 96-1 (Rancho Carrillo) Acquisition District TABLE OF CONTENTS SECTION PA INTRODUCTION AND CERTIFICATIONS. ........ I.. .. + ....... .I,. ... ..* ......, .... .*. ,.. ..( ,. ,, .... ,,, , , ,, PART I Plans and Specifications ........................................................................... PART II Cost Estimates .......................................................................................... PART Ill Assessment Roll and Method of Assessment Spread ............................... PART IV Annual Administrative Assessment ........................................................... PART V Diagram of Assessment District ................................................................ PART VI Description of Facilities .............................................................................. Appendix A- Resolution of Intention Appendix B Acquisition Agreement Appendix C- Environmental Certification Appendix D- Property Owners List Appendix E- Acquisition Cost Information (Bound Separately) Appendix F- Assessment Engineer's Qualifications Appendix G- Exhibit Identifying Rancho Carrillo Master Plan Villages s \$projectbrlsbad\ncho carnllo\engr repts\finalrept 8-1 7 doc / Berryman & Hen4 Y City Of Carlsbad - Ass ament District No. 96-1 (Rancho @rille) Final Engineer's Report - August 18, 1998 Pagr a AGENCY: CITY OF CARLSBAD PROJECT: ASSESSMENT DISTRICT NO. 96-1 (Rancho Carrillo) TO: CITY COUNCIL ENGINEER'S "REPORT" PURSUANT TO THE PROVISIONS OF SECTlON 10204 OF THE STREETS AND HIGHWAYS CODE Pursuant to the provisions of Article XlllD of the State Constitution, the "MuniciF Improvement Act of 1913", being Division 12 of said Code, City of Carlsbad Policy 2 and the Resolution of Intention, adopted by the City Council of the City of Carlsbz State of California, in connection with the proceedings for Assessment District No. 96 (Rancho Carrillo), (hereinafter referred to as the "Assessment District"), we, JEFFRE M. COOPER, P.E., and JOAN E. COX, P.E., Registered Professional Engineers a authorized representatives of Berryman & Henigar, the duly appointed Engineer Work, herewith submit the "Report" for the Assessment District, consisting of six I parts as stated below. PART I This part contains the plans and specifications which describe the general natu specifications are referenced herein and made a part hereof. Said plans a specifications are on file in the Office of the Superintendent of Streets / City Engineer location and extent of the proposed improvements to be acquired. The plans a PART II - This part contains an estimate of the cost of the improvements, including capitaliz interest, incidental costs and expenses in connection therewith as set forth in Exhibit and 2 inclusive, attached hereto. PART 111 This part consists of a proposed assessment of the total amount of the costs i expenses of the proposed improvements upon the several subdivisions of land wit the Assessment District, in proportion to the estimated special benefits to be receii by such subdivisions from said improvements, as set forth upon the assessment filed herewith and made a part hereof. PART IV This part contains the proposed maximum annual administrative assessment to levied upon each subdivision or parcel of land within the Assessment District to pay Berryman & Henis Y s !Spro~ectbrlsbad\rancho carnllokngr reptsVinairept 8-17 doc City Of Carlsbad - Ass Yarnent District No. 96-1 (Rancho &h) Final Engineer's Report - August 18, 1998 Page !? costs incurred by the City of Carlsbad, and not otherwise reimbursed, resulting from tk administration and collection of assessments or from the adininistration and registratic of any associated bonds and reserve or other related funds. PART V This part contains a map showing the boundaries of the Assessment District, and diagram showing the Assessment District, the boundaries and the dimensions of tt subdivisions of land within said Assessment District, as the same existed at the time the passage of the Resolution of Intention, is filed herewith and made a part hereof, ar a part of the Assessment District Report. PART VI This part consist of a detailed description of the improvements to be funded by tl Assessment District and a right of way certificate certifying the status of the right of Wi accepted or t~ be accepted by the City of Carlsbad. This report is submitted on the 18th day of August, 1998. 04 &b -. +sEiz$Zw JEFFREY 4 . COOPER P.E., R.C.E. No. 31572 (Expires 12/31/2000) BERRYMAN & HENIGAR ENGINEER OF WORK PROJECT MANAGER CITY OF CARLSBAD STATE OF CALIFORNIA Preliminary approval by the CITY COUNCIL of the CITY OF CARLSBAD, SAN DIEC COUNTY, CALIFORNIA, on the 23rd day of June, 1998. R.C.E. No. 41965 (Expires 3/31/2000) BERRYMAN & HENIGAR CITY OF CARLSBAD STATE OF CALIFORNIA -4 RANZ, CITY CERI CITY OF CARLSBAD STATE OF CALIFORNIA Final approval by the CITY COUNCIL of the CITY OF CARLSBAD, SAN DIE( COUNTY, CALIFORNIA, on the /& day of w , 1998. 6,. -& ~&THAYWUT@~RANZ, CITY CL& CITY OF CARLSBAD STATE OF CALIFORNIA s\$project\carlsbad\rancho carnllokngr reptdfinalrept F-17 doc P Berryman & Henig -1 e City Of Garlsbad # A essrnenf Disrricr No. 964 (Rancho Carrillo) f3 9 Final Engineer's Report - August 18, 1998 Part I Plans and Specifications The plans and specifications for the improvements to be constructed and/or acqc generally include grading, roadway, utility relocation, landscape and irrigation, si drainage facilities, domestic water mains, pressure reducing station, reclaimed \rlr system, sewer mains, riparian mitigation, dam repair and other ancillary improvemc for the area described as Assessment District 96-1 (Rancho Carrillo) are referer herein and incorporated as if attached and a part of this Report. An acquisition re prepared and is on file with the City. Said plans include: 1) Melrose Drive Grading, City Plan DWG. 331-1A, 2) Melrose Drive and Palomar Airport Road Street Improvements, City Plan D 3) Detention Embankment and Mitigation Area, City Plan No. 331-1D, prepare 4) Irrigation and Landscape Plan City Plan DWG. 331-1M, prepared by has been prepared that analyzes the improvements for purchase eligibility, has k 331 -1 , Rick Engineering; and Landscape and Architecture Planning and Glenn Lukos Associates Inc. Said F were used as the basis for the determination of costs and benefits for Assessment District. The plans and specifications for the improvements are on file in the office 01 Superintendent of Streets / City Engineer. Prior to acquiring the improvements, as based. Facility improvement diagrams showing the general location of the improvements 1 constructed and/or acquired by the Assessment District are included in Part Description of Works of Improvements of this Report. All improvements to be acq shall be constructed in accordance with the standards of the City of Carlsbad, Carl Municipal Water District, Vallecitos Water District and other agencies as approprii No improvements may be acquired until they have been accepted by the CI Carlsbad or other appropriate agency. The proposed improvements include: 1. Roadway improvements. The construction or acquisition of roadways gem consisting of the grading and paving of streets, installation of driveways, CL gutters, sidewalks, medians, parkways, street lights and conduits, signing striping, storm drain, detention embankment, damn repairs and riparian mitig area necessary due to the impacts caused by the grading for Melrose t drawings shall be reviewed for consistency with the Plans upon which this report s Vsproject\carlsbad\ncho camllokngr reptsrninalrept 8-1 7 doc /- Berryman & Hen 0 a City Of Carisbad - Assessment District No. 96-7 (Rancho Carriilo) Final Engineer’s Report - August 18, 1998 A including grading, planting, off-site easement acquisition maintenance monitoring , landscape and irrigation of medians, parkways, and adjacent slo traffic control and utility relocation including relocation of 2,900 feet of 12” and Vallecitos Water District sewer force mains impacted by the grading work Melrose Drive, temporary high line piping including grading for future Poins Lane which is necessary to relocate the sewer mains, and other appurtenant w as shown on the plans for Melrose Drive and a portion of Palomar Airport Road. 2. Domestic Water Improvements. The construction and/or acquisition of a b bone domestic water distribution system located within Melrose Drive incluc hydrants, pressure reducing station and other appurtenances necessary w Melrose Drive serving the Assessment District area. 3. Sewer improvements. The construction and/or acquisition of gravity sew manholes, and appurtenances in Melrose Drive and within public easement serve the Assessment District area. 4. Reclaimed Water Improvements. The construction and/or acquisition I reclaimed water distribution system, and appurtenances for an irrigation sy! within the Melrose Drive medians, parkways, mitigation areas, and adja roadway slopes in and adjacent to the public streets and public easements. The above improvements are more specifically described in Part VI of this report. P s \$pro]ect\carlsbad\ncho carnllokngr repts\finalrept 8-1 7 doc Berryman & ffeni i 0 0 City Of Carisbad - Assessment District No. 96-1 (Rancho Carrilio) Finai Engineer's Report - August 78, 1998 Pa Part II Cost Estimates The following table provides a summary of costs for constructing and/or acquiring works of improvements as identified in the description of improvements describe * Part VI. The Estimate of Costs includes construction costs, easement acquisition c design and construction administration costs, incidentals expenses, financing co! developer contributions and the total amount to be assessed. See Exhibit I, on the following page. s \$pro]ect\carisbad\rancho camllokngr repts\finalrept 8-17 doc Berryman & Her , 0 0 Cify Of Carlsbad - Assessment District No. 96-7 (Rancho Carrillo) Final Engineer's Report - August 18,1998 P: EXHIBIT 1 SUMMARY OF COSTS Preliminary Confirme Roadway, Drainage, Landscaping and Reclaimed Water $1 3,248,524 $1 2,981 ,i Domestic Water $790,304 $81 5,; Right of Way & Easements $426,300 $426,: Subtotal Hard Construction Costs $14,518,508 $14,277,' Design Engineering, Survey and Staking $1,081,303 $1 ,I 63,! Soils Engineering $524,4 5 3 $500,( Landscape Architecture $21,856 $17,( Permits/Fees/Bonds $1,205,033 $1,203,: Construction Adm. (2.5%) $362,963 $356,: Construction Contingencies $725,925 Subtotal Design & Const. Admin. Expenses $3,921,623 $3,241 ,t Total Construction Costs: $1 8,440,132 $17,519,( Construction Hard and Soft Costs Riparian Mitigation (included in Roadway Costs) -- -- Sewer $53,380 $53,: Formation Expenses Appraisal Services $40,000 $40,[ Assessment Engineering $27,000 $27,( Construction Acquisition Services $70,000 $70,( Special Counsel $50,000 $50,( City Administration $100,000 $1 OOJ Financial Advisor $20,000 $20,C Printing, Advertising, Notices (Est.) $2,500 $2,5 Incidental Contingencies $16,288 $17,C Total Incidental Expenses: $325,788 $326,8 Bond Financing Costs Underwriter's Discount 1.75% $394,000 $352,C Bond Reserve $2,252,000 $1,552,( Funded Interest $1,801,000 $1,021 ,C Bond Registrar and Paying Agent (Est.) $1 5,000 $1 5,( Bond and Official Statement Printing (Est.) $1 5,000 $15,C Total Bond Costs: $4,512,000 $2,990,0 Total : $23,277,919 $ 20,835,8 Contribution (Estimate) Disclosure Counsel $35,000 $35,C (762,91 9) ($74o,a TOTAL AMOUNT TO ASSESSMENT: $22,515,000 $20,095,0 s \$project\carlsbad\rancho carrillo\engr repts\finalrept 8-17 doc - revised August 20, 1998 Berryman & Hen4 i 0 0 City Of Carlsbad - Assessment District No. 96-1 (Rancho Carrillo) Fina/ Engineer‘s Report - August 18, 7998 Pa! Exhibit 2 Construction Cost Estimates The following is a summary of the eligible acquisition costs as provided by Continent Homes and as provided within contract documents presented by Continental Homes Details of the costs are shown in Acquisition Cost Information (Appendix “E”). Eligible Reimbursement Amount Roadway, Drainage, Landscaping, Reclaimed Water, Vallecitos Sewer Relocation, and Riparian Mitigation Sukut Construction $8,164,791 Sim J Harris $3,709,182 Erreca’s Inc $602 , 65 1 Hubbard Contracting $59,148 Habitat West $445,991 $12,981,763 Sim J Harris $815,706 Sim J Harris $53,380 Domestic Water Sewer Right of Way & Easements Design Engineering, Survey and Staking $426,297 Rick Engineering $944,9 I 6 Van Buuren Khper $5,000 Wilson Engineering $28,026 Devenco, Inc $1 3,800 Corrao Brady Group $4,598 Simon Wong Engineering $2,398 Glenn Lukos Associates $120,185 SD Natural History $17,575 Recon Environmental $20,869 Helix Environmental $3,683 Swee fwa ter Environmental $2,943 $1 , 163,993 Soils Engineering Geocon $500,081 Landscape Architecture ONA, Inc $17,656 Permits/Fees/Bonds $1,203,209 s \$project\carlsbad\rancho carnllo\engr repts\finalrept 8-1 7 doc - revised August 20, 1998 Berryrnan & Wen& ’7 0 a City Of Carlsbad - Assessment District No. 96-7 (Rancho Carrillo) Final Engineer's Repsrf - August 78, 7998 Page Part 111 Assessment Roll and Method of Assessment Spread On June 23, 1998 the City Council cf the City Of Carlsbad, State of California, d pursuant to the provisions of the 1913 Act "Municipal Improvement Act of 1913", bei Division 12 of the Streets and Highways Code, of the State of California, Article XlllD the State Constitution, and City of Carlsbad Policy 33, adopt its Resolution of Intentic No. 98-21 0, for acquisition of certain public improvements, together with appurtenanci and appurtenant work in connection therewith, in a special assessment district knov and designated as: ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLB) (hereinafter referred to as the "Assessment District"); and WHEREAS, said Resolution of Intention, as required by law, did direct the Engineer Work to make and file a "Report", consisting of the following as required by Secti 10204 of the Act: a. Plans and specifications for the proposed improvements in sufficient detail to shc or describe the general nature, location and extent of the improvements; b. A general description of the works of improvements and any property necessary convenient for the operation of the improvements to be acquired as part of tl improvement; c. An estimate of the cost of the improvement and the costs of lands, right-of-wz easements, and incidental expense in connection with the improvements d. Assessment Diagram showing the Assessment District exterior boundaries, tl boundaries of any zones within the district and the lines and dimensions of ea parcel within the district existing at the time of the adoption of the resolution Intention: e. A proposed assessment of the costs and expenses of the works of improveme levied upon the parcels within the boundaries of the Assessment District proportion to the estimated special benefits to be received by each subdivision p ropedy; f. The proposed maximum annual assessment to be levied upon each subdivision parcel of land within the Assessment District to pay the costs incurred by the C and not otherwise reimbursed resulting from the administration and collection assessments or from the administration and registration of any associated. bon and reserve or other related funds. s \$project\carlsbad\rancho carrillo\engr repts\finalrepf 8-1 7 doc Berryman & Henig p. 4 0 0 City Of Carlsbad - Assessment District No. 96-1 (Rancho Carrillo) Final Engineer's Report - August 18,1998 Page For particulars, reference is made to the Resolution of Intention as previously adopted copy of which is included in the Appendix "A" of this report. NOW, THEREFORE, WE, JEFFREY M. COOPER and JOAN E. COX, the authorize representatives of BERRYMAN & HENIGAR, pursuant to Article XlllD of the Californi Constitution and the "Municipal Improvement Act of 1913", do hereby submit th following: 1. Pursuant to the provisions of law and the Resolution of Intention, I have assessed the costs and expenses of the works of improvement to be performed in the Assessment District upon the parcels of land in the Assessment District specially benefited thereby in direct proportion and relation to the estimated special benefits to be received by each of said parcels. For particulars as to the identification of said parcels, reference is made to the Assessment Diagram, a copy of which is attached hereto. 2. As required by law, a Diagram is attached, showing the Assessment District, as well as the boundaries and dimensions of the respective parcels and subdivisions of land within said District as the same existed at the time of the passage of said Resolution of Intention, each of which subdivisions of land or parcels or lots respectively have been given a separate number upon said Diagram and in said Assessment Roll 3. The subdivisions and parcels of land the numbers therein as shown on the respective Assessment Diagram as attached hereto correspond with the numbers as appearing on the Assessment Roll as contained herein. 4. NOTICE IS HEREBY GIVEN that bonds will be issued in accordance with Division IO of the Streets and Highways Code of the State of California (the "Improvement Bond Act of 191 57, to represent all unpaid assessments, which bonds shall be issued not to exceed the legal maximum term as authorized by law, THIRTY-NINE (39) YEARS from the 2nd day of September of the next succeeding twelve (12) months from the date of the bonds. Said bonds shall bear interest at a rate not to exceed the current legal maximum rate of 12% per annum. 5. By virtue of the authority contained in said "Municipal Improvement Act of 1913", and by further direction and order of the legislative body, 1 hereby recommend the following Assessment to cover the costs and expenses of the works of improvement for the Assessment District based on the costs and expenses as set forth below: s \$projectbrlsbad\ncho carnllo\engr repts\finalrept 8-1 7 doc Berryman & ffeniga I: 0 0 City Of Carlsbad - Assessment District NO. 96-11 (Rancho Carrillo) Final Engineer’s Report - August 18, 1998 Pagt As Preliminarily As Approved Confirmed Construction and Incidental Costs : $18,440,132 $17,519,014 Formation Expenses: $325,788 $326 , 827 Financing and Bond Costs; $4,512,000 $2,990,000 Total District Costs: $23,277,920 $20,835 , 84 1 Less Developer Contribution (I): ($762,919) ($740,84 1) Total Assessment: $22,515,000 $26,095,800 For particulars as to the individual assessments and their descriptions, reference is made to Exhibit “A” attached hereto. (I) The Developer contribution covers general benefit not assessed associated with a portion of Melrose Drive determined to confer general benefit as discussed in Exhibit A and prepayment or the special benefit conferred to the school and park parcels. Summary of Developer Contributions to Off-Set General Benefit and Pu biic Parcel Assessment Prepayments Special Benefit General Benefit Total Contribution Received by School and Park Melrose Drive $ 444,915 $ 295 , 926 $ 740,841 Benefit Received by 6. The Method and Formula of Spread of Assessment is as set forth in Exhibit “A”, which is attached hereto, referenced and so incorporated. s \$pro]ect\carlsbad\rancho carrillo\engr repts\finalrept 8-17 doc - revised August 20 1998 Berryman & Hen& 0 a City Of Carlsbad - Assessment District-No. 96-7 (Rancho Carrillo) Final Engineer's Reporf - August 78, 7998 Page EXHIBIT 3 ASSESSMENT ROLL Construction Formation As Finall Assessment Construction Incidental Incidentals & Contribution Preliminary Confirmed Mumber t!OStS Expenses Bond Costs Amount Assessment Recorde 1 $ 63,606 $ 14,443 $ (78,049) $ $ 2 $ 14,213,540 $ 3,227,425 $ 3,316,827 $ (662,792) $ 22,515,000 $ 20,095,OO $ 14,277,146 $ 3,241,868 $ 3,316,827 $ (740,841) $ 22,515,000 $ 20,095,OO s \$project\carlsbad\rancho carnllokngr repts\finalrept 8-17 doc - revised August 20, 1998 Berwman & Henigi Y 0 0 City Of Carlsbad - Assessment District No. 96-7 (Rancho Carrillo) Final Engineer’s Report - August 18, 1998 Page EXHIBIT A METHOD AND FORMULA OF ASSESSMENT SPREAD Since the improvements are to be funded by the levying of assessments, the “Municip Improvement Act of 1913” requires and the statutes provide that assessments must t improvement. In addition, Article XlllD of the State Constitution and the “Propositic 218 Omnibus Implementation Act” requires that a parcel’s assessment may not excer the reasonable cost of the proportional special benefit conferred on that parcel. Sectil 4 of Article XlllD provides that only special benefits are assessable and the loc agency levying the assessment must separate the general benefits from the spec benefits. It also requires that publicly owned property which benefit from tt improvements be assessed. Neither the Act nor the State Constitution specifies tt method or formula that should be used to apportion the costs to properties in ai special assessment district proceedings. The responsibility for recommending i apportionment of the costs to properties which benefit from the improvements rests wi the Assessment Engineer, who is appointed for the purpose of making an analysis the facts and determining the correct apportionment of the assessment obligation. order to apportion the assessments to each parcel in direct proportion with the spec and direct benefit which it will receive from the improvements, an in-depth analysis h, been completed and is used as the basis for apportioning costs to each property with the Assessment District as explained below. Based upon an analysis of the special and direct benefit to be received by each parc from the construction of the works of improvement, the Assessment Engine recommends the apportionment of costs as outlined herein. The final authority at action rests with the City Council after hearing all testimony and evidence presented a public hearing, and the tabulation of the assessment ballots previously mailed to i record owners of property within the Assessment District. Upon the conclusion of tt public hearing, the City Council must make the final determination whether or not tt benefits received by each parcel within the Assessment District. Ballot tabulation h be finalized at that time and, if a majority of the ballots weighted by assessment amou are not opposed to the Assessment District, then the City Council may form tt Assessment District. The following sections define and explain the special benefits and general benefits, ar set forth the methodology used to apportion the costs of the improvements providir special benefits to each parcel, and confirm that the Assessments are reasonable ar justified. based on the estimated speGial benefit that the properties receive from the works assessment spread has been made in direct proportion to the estimated speci r s \Isprojectkarlsbad\ncho carrillo\engr repts\finalrept 8-7 7 doc Berryman & Henigz 1: e d) City Of Carisbad - Assessment District No. 96-4 (Rancho Carrillo) Final Engineer’s Report - August 18,1998 Page The Method of Apportionment The Assessment District improvements have been assigned into four bene components; roadway, domestic water, sewer and incidental expenses. Roadwi improvement costs are spread on vehicle trip generation. Water and sewer are spre; on an equivalent dwelling unit basis, and incidental expenses have been prorated c the hard costs. Because most of the assessor parcel boundaries do not coincide with the plannir Village areas, some initial assessments will be placed in aggregate on multip assessor parcels until final maps are recorded and the new assessor parcels coincic with the Village Planning areas. The procedure of identifying and apportioning special benefit to the land uses 31 parcels has been organized as follows: A. Identification of Benefit Components A-1 Backbone Roadway A-2 Backbone Water and Sewer A-3 Incidental Expenses B. Special Benefits C. .General Benefits D. Proportioning Special Benefits 0-1 Land Use Categories D-2 Proportioning Roadway Costs D-3 Proportioning Utility Improvement Costs D-4 Proportioning Incidental Costs E. P roc lama tio ns E-I E-2 E-3 Future Apportionment Assessments Equal to or Less Than the Proportional special benefits Reasonableness and Justification of Assessments s \$project\carlsbad\ncho carrillo\engr repts\finalrept 8-1 7 doc PL Berryman & Henis; 6 0 1) City Of Carlsbad - Assessment District No. 96-1 (Rancho Carrillo) Final Engineer's Report - August 18, 1998 Page A. Identification of Benefit Components The improvements to be funded and acquired by the Assessment District are necessa for development of the Assessment District parcels and are required by the Rancl Carrillo Master Plan and the conditions of development. Without the improvements, tt parcels within the Assessment District can not be developed to their planned ultima uses. It is unfeasible and impractical for the parcels to be utilized to their highest and best u! without the backbone roadways and utilities that will be funded by the Assessme District. A-I Backbone Roadway Construction Improvement Components The foremost purpose of the Assessment District is to provide backbone roi access so the Assessment District parcels can be developed. The most significa and costly improvement is the work associated with the road construction. TI road construction has created the need to relocate Vallecitos Water District sew1 force mains, re-establish riparian habitat areas, and install landscaping and stor drains to protect the roadway. The road construction has created the need construct storm drains to protect the roadway and to relocate other facilities ar provide wetland and upland habitat areas that would not have otherwise be6 necessary if the road was not constructed. The road and associated costs hav been placed into one roadway improvement component for the purpose of definin the roadway costs and apportioning special benefit. The costs of the back-bone reclaimed water distribution system have been sprez in the same manner as the roadway expenses. The reclaimed water system provided as a back-up irrigation water system for roadway landscaping, commc areas, and habitat and open space areas. The roadway improvement component includes: Melrose Drive, Palomar Airpo Road, relocation of utilities, establishment of habitat mitigation areas, an reclaimed water system to serve the roadway landscaping and habitat areas. A-2 Backbone Water and Sewer Construction Improvement Components Coincidental to the roadway improvements, is the necessity to construct certa backbone utility improvements within the roadway right of way concurrently wii different benefit to the properties than the roadway improvements. Therefor water and sewer (other than relocated facilities for the roadway costs have bee separated into a wet utility components for purposes of defining special benefil and allocating costs. construction of the roadway improvements. These improvements confer s \$project\carlsbad\rancho carrillo\engr repts\finalrept 8-1 7 doc Berryman & Henigz 0 e City Of Carlsbad - Assessment District No. 96-P (Rancho Carrillo) Final Engineer's Report - August 18, 7998 Page A-3 incidental Expense Components In addition to the improvement costs, there are incidental constructic administration and Assessment District formation expenses. These costs includ, construction administration, construction supervision, design, testing, surveyin! assessment engineering, acquisition audit, financial advisors, bond counsel underwriting, bond printing, financing cost and establishment of a band resefa fund. The costs of the formation of the Assessment District, including the bor costs, have been determined to be eligible for inclusion and is included in tt Assessment District incidental costs. 4 B. SPECIAL BENEFITS The purpose of this Assessment District is to fund the construction and acquisition c public improvements required to serve the Assessment District Parcels. Special bene is received by each parcel within the boundaries of the Assessment District from ne roadway access and the availability of utility services that are required and necessa for the properties to develop to their highest and best use. The improvements to be constructed and/or acquired by the District accommodate tt- planned development within the Assessment District area. The Rancho Carrillc Specific Plan environmental documents, and the Tentative map identify the need fc access and utilities and place conditions upon the parcels within the Assessmei District. The Assessment District Improvements satisfies the conditions of developmei by providing access and backbone utilities so the project can support its planned use: Without the improvements, the parcels within the Assessment District could not t developed to their planned and conditionally approved uses. The special benefit conferred to the parcels within the Assessment District from th proposed improvements include: increased development potential, relief from acces constraints, improved accessibility to utilities, fulfillment of development conditions an ensured investment returns. The benefit to each parcel is such that the parcels will b allowed to gain access to a public street network and have water, sewer and reclaime water readily available, thereby allowing it to develop to its highest potential. Special benefit accrues to each parcel to be subdivided and served by the facilities t be constructed. Since some of the areas within the Assessment District have not bee subdivided into individual lots at this time, the assessments will be placed in aggregat on one or more assessor parcels and apportionment of the assessments will take plac as final maps record. s \$project\carlsbad\anGho carnllo\engr repts\finalrept 8-1 7 doc r- Berryman & Heniga <I 0 * City Of Carlsbad - Assessment Districr No. 96-1 (Rancho Larrillo) Final Engineer's Report - August 18, 1998 Page C. GENERAL BENEFITS Some public improvements will confer general benefit to properties or the public at lar! outside the Assessment District. In making our analysis, a review was conducted of tt surrounding areas. The review resulted in identifying benefits accrued to propertic outside the Assessment District. Melrose Drive is designated as an prime arterial roadway. Previously, Melrose Dri\ did not exist south of Palomar Airport Road. Six lanes are proposed to be constructe Four lanes are required to serve the estimated volume of traffic generated by tt Assessment District parcels. Two lanes, (one in each direction, the center or 5" and I lanes) are required for through traffic. The costs associated with the construction ai placement of the asphalt and base for the two (5" & 6'' ) lanes has been determined be a general benefit and will not be assessed to parcels within the Assessment Distric Based on the estimated roadway construction costs, the cost of the roadway base ar asphalt pavement to provide the two 5'h & 6" lanes is approximately $295,926. TI grading beneath the two Sth & 6'h lanes benefit the Assessment District because provides lateral support to the Assessment District paved lanes. This grading can n be eliminated from the overall roadway grading without constructing retaining walls th would unreasonable increase the Assessment District cost. Therefore all of the Melro: Drive grading provides special benefit to the Assessment District Properties. 0. PROPORTIONING SPECIAL BENEFITS D-I Land Use Relationships The following -land use categories describe the relative relationships of speci< benefit for different land use categories. Park Parcels - Active Park areas developed for community recreational purpose will be assessed by net active acreage. Park areas that are passive have bee determined not to receive special benefit because they do not require access 1 utilities. Passive areas could have existed without the proposed improvements. School Parcels - Proposed, active and developed school areas will also 1: assessed by net active area acreage. Open Space - Non-active and undeveloped open space areas do not receiv benefit from the works of improvements and will not be assessed. Open spac areas are those areas that are deeded or perpetually designated in easemehts. s \$project\carlsbad\rancho carrillo\engr repts\finalrept 8-1 7 doc .-fl Berryman & Henigz 4 c 0 0 city Of Carlsbad Assessment District NO. 96-4 (Rancho Cardlo) Final Engineer's Report - August 18,1998 Page D-2 Proportionate Special Benefit of Roadway Improvements Trip Generation Factors for Roadway Improvements The use and need of roadway improvements is a function of the number of vehic trips per day generated by the use of the land served by the streets. Trafl engineers have developed traffic generation factors which are related development density and. type of land use. Therefore, trip generation is i appropriate basis for apportioning roadway improvements and related cos among the specially benefited parcels. Our trip generation factors will be estimatc from the December 1996, Sandag Trip Generation Manual. Single Family Residential Trip Generation The Average Daily Trips (ADT) per detached single family dwelling is 10 AD7 The Rancho Carrillo single family dwelling product types are similar to the Sand: study areas. Multi-Familv Residential Trip Generation The Average Daily Trips for each attached dwelling unit for multifamily unit is ADT. Communitv Facilitv Trip Generation This use has not been surveyed by Sandag. The Carrillo Ranch Master PI; allows church and institutional uses in this zoning. The Sandag Trip Generatic Manual generation rates ranging from 30-70 ADT for these uses. We recommer 40 ADT per gross acre for the community facility category. Day Care Trip Generation The Average Daily Trips rates for day care use is 80 ADT per 1,000 square fee as established in the 1996 Sandag Trip Generation Manual. School Trip Generation The estimated Average Daily Trips generation for the proposed San Marcc Elementary School is 60 ADT per gross acre, as established in the 1996 Sanda Trip Generation Manual. Park Trip Generation The Average Daily Trips generation for a community park is 20 ADT per gro$ acre, as established in the 1996 Sandag Trip Generation Manual. Proportionate Special Benefit of Utility Improvements Construction Costs The most pertinent and reasonable utility improvement benefit variable is averag daily demand. The detached single family home will be the basic equivalence fc measuring demand to other land use categories. Berryman & Henigz 3 ? s \$project\carlsbad\rancho carrillo\engr reptsnnalrept 8-17 doc 0 0 City Of Carlsbad - Assessment District No. 96-1 (Rancho Carrillo) Final Engineer's Repsrf - August 18, 1998 Page Domestic Water and Sewer Water and sewer demand is proportional to occupancy. The average San Die! County single family detached dwelling has a per dwelling occupancy of 3.5. multifamily dwelling unit averages 3.0 persons per dwelling unit. Based on tt lower average occupancy per dwelling unit for multifamily land uses, we ha1 assigned an equivalent dwelling unit (EDU) weight of 0.85 to multifamily units. To compare demand for service of non-residential uses to residential, v1 compared nan-residential water and sewer demand per gross acre, to per 3 persons to determine a per gross acre relationship. According to the McGraw-H Handbook of Essential Enclineerina Information and Data; copyright 1991, tt median metropolitan metered water demand is 150 gallons per capita per day. Based on commercial facility uses, schools and active park area historic demanc It has been estimated that the average demand per gross acre of commercial us( is equivalent to approximately five and half single family dwellings. We hai therefore assigned an equivalent rate of 5.5 EDUs per gross acre for commerc. uses. And an equivalent rate of 4.0 EDUs per gross acre for schools and acti\ park areas Exhibit 4 Summarv of Special Benefit Factors Land Use Category Estimated Average Daily Water & Sewer Traffic Generation EDUs ------_--___ ____ . Single Family, Detached 10 I DU 1.0 / DU Multi-Family and Duplex, 8 /DU 0.85 /DU Attached Community Facility 40 / AC 5.5 / AC Day Care 80 I 1,000 SF 5.5 I AC Recreation Vehicle Storage 10IAC 2.0 / AC School 35 I AC 4.0 I AC Park 20 / AC 4.0 1 AC D-4 Proportioning Incidental Costs The costs to form this Assessment District have been determined to be eligible fc inclusion in the Assessment District Funding. Incidental and financing costs hac been assessed on a pro-rata basis relative to the improvement costs associate with each parcel. s \$project\carlsbad\ncho carnllokngr repts\finalrept 8-1 7 doc 75 Berryman & Henig; '8- City Of Carlsbad - Ass ssment District No. 96-7 (Rancho arrillo) Final Engineer's Report - August 18, 7998 Page ' 9 t E. PROCLAMATIONS E-I Assessments are equal to or less than the proportional special benefit eac parcel receives The special benefit received from the Assessment District improvements exceec the assessment allocated to each parcel. The improvements provided w increased the value of each parcel by more than the assessment levied upon il To ensure that the assessments will be equal to or less than the proportion special benefit conferred, a review was made of similar properties in the offices COMPS InfoSystems, Inc.. Comparison of recent sales records indicated that tt average price per square foot of raw land increased in an amount greater than tt costs of the assessments per square foot after backbone roadway and utili improvements were in place. E-2 Reasonableness and Justification of Assessments It is well known and understood, by the development community that pub1 infrastructure is required for raw land to develop to its highest and best use. ARC the passage of Proposition 13 and Assembly Bill 1600, developers and investor realize that they must provide the public infrastructure to support the developments without burdening existing properties. The Assessment Distri improvements in Rancho Carrillo are estimated to add 15% or more value to tt- each parcel's overall value. A review of other developments has shown that th percentage is consistent with the costs of providing backbone access and utilitic to raw land in similar developments. Therefore this Assessment levy is reasonab in relationship to the added value the improvements provide to the parcels. Special Benefit will accrue to each parcel to be subdivided. Since som Assessment District parcels have not yet been subdivided into final lots, th . assessments will be placed in aggregate on one or more assessor parcels. Apportionment of the assessments will take place from time to time as final map record. It is the City of Carlsbad's policy that final lots that receive similar specia! benef also have similar final assessments. If the future subdivision of any Villas planning area does not yield the estimated number of dwelling units, the Ci reserves the right to require upon application of assessment reapportionment, th, a portion of the outstanding assessment be paid by the property owne Continental Homes, to ensure that the assessments remain consistent within an between the planning areas. All reapportionments will be subject to City ( Carlsbad policies and procedures. E-3 Future Apportionment Of Special Benefit Berryman & Henigz 2L s \$pro]ect\carlsbad\rancho carnllokngr repts\finalrept 8-1 7 doc 2 Q Q T 0 s k s s s 0 e (II \r Q, d $2 6 e" *Q, 0- .s - v QG E: 0;. 5 -5 &g 2 -2 82 s$ qa 'e *a 4a hm U U C m vja, .= .r 5: # ui gs - 0 i E9 %E €S e4 8 >>r -- 0 .- L €S Y- c = moommmmmmmmmmmmmm ~.=000hhbbbbb0b0bbbb ES&&&ddddddd&d&dddd w3NNo17rrrrvrN-Nrr-r ~~v)-~-v)---7---q--'--mrm---r ~poooooooomoo-m-o-o-m-o-~- rl-7-rPr!-FrPPrTrrrr OmOmrObcomrb10bN10m10 L. 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Ea, -3 0-0 v) *i7 m C C c v) U Q - Q.E .P 0 + "h-cn Eo cn a m b co m (D (D a2 7 In aJ- 7 m r - - - Q) 7- I c- 2 rnL .wm ........................ e U ---r?t- m'pcoN 0 22 a& u- 5 $xQ II 2; (3 ZZ3 0 2%: s =I ~=-~gzbm bcn N mm N b pjacog m 0 -= maQ 2 Sui sz- 3 N s ai$ m c- Qa, Q) v) 5 E 6Z.E v) '0 .E gg $! w T- aD a cn m b co a 03 (D - 10 m - T .- c r 0 r ao n a - mmv)v)v)mG m mv)v)v) m5 ~v)mmmmmmmm~m~mmmm a, a, E ggz cncnmc c .5 .s E E = G ~.55~~ m.5 m..cg,S~ 3 2 2 mE'g z 3zzz333333303aI3333 .- a,a,a,5~zzg;~~~5~ Ga,; mu E +4gs m 8dd,,,,,,,,~~~~~~~~~~" ~nnnaaoa .- 2 a,=.- a ~~~~~~~~~~~~~~~~~.~~,=~~ 0 c35 * .-d .- mmLLlLLLLL~L~LlLLL .- EQZ z 3 SEE x ~y=j~~s~Ez~=~=E~~z 5 < 5 35s = 2s" m amz & m~~umonw~~~~~~~zo~unv)~~~ 5Ti3 LC pg -a Kwa v) i3 .2sE g gei n 3 ~EEEmmmmmmmEmEmmmmv)~ Q)>r 0 >.=%% a, a, a, al a, al a,'= a'= Q) a, a, a, I z z .r .s .E .E .r .E .r I .E I G .E .E .E 0 6 OL a, v)cov)v)v)v)co co v)v)v)o a II gss cnmC 5 ca, 5 %Ea, 'i; "?a) * ow2 s +am o Lm L 2 / \ * \ 215-030-09 $0.00 $0.80 215-031-05 $0.00 $0.00 215-031-06 $0.00 $0.00 21 5-031 -04 $249,349.55 $224,572.25 221 -01 0-1 8 $1,355,241.77 $1,209,927.51 221 -01 2-08 $356,255.97 $318,056.83 221 -012-09 $2,274,161.08 $2,030,3 1 7.38 222-0 1 0-02 $3,746,801.01 $3,345,326.35 222-0 1 1-05 $2,294,729.16 $2,048,679.43 222-0 1 1 -06 $1,537,180.99 $1,372,529.84 222-0 12-09 $1,401,797.66 $1,242,858.35 222-012-02 $1,067,691.89 $952,813.69 221-012-12 $1,377,278.22 $1,229,601.12 221-012-13 $6,854,511.98 $6,120,317.25 City Of Carlsbad - Assessment 0 District No. 96-7 (Rancho e barrillo) Final Engineer's Report - August 78, 7998 Page FINDINGS AND DETERMINATIONS OF ASSESSMENT WGINEER The undersigned, acting on behalf of Berryman & Henigar, hereby finds and determ as follows: A. The proportionate special benefit derived by each parcels proposed to assessed has been determined in relationship to the entirety of the costs oft improvements to be funded from the Assessment District proceeds. B. No assessment is proposed to be imposed on any parcel which exceeds t reasonable cost of the proportional special benefit conferred on that parcel. C. Only special benefits have been assessed. D. Parcels within the District that are owned or used by any agency, the State California or the United States and which receive a special benefit from t improvements have been assessed accordingly. In conclusion, it is my opinion that the assessments for the referenced AssessmG District have been spread in direct accordance with the estimated special benefits tt each parcel receives from the works of improvement. Dated: August 18, 1998 Berryman & Henigar OAN E. COX, P.E. 47 JEFFR Y . CO ER, P.E. R.C.E. No. 31572 (Expires 12/31/2000) R.C.E. No. 41965 (Expires 3/31/2001 ASSESSMENT ENGINEER PROJECT MANAGER CITY OF CARLSBAD CITY OF CARLSBAD SAN DIEGO COUNTY SAN DIEGO COUNTY STATE OF CALIFORNIA STATE OF CALIFORNIA By: 4Le- e- s !$project\carlsbad\ncho carnllo\engr reptsifinalrept 8-17 doc 7c; Bertyman & Henigi - 0 0 City Of Carlsbad - Assessment District No. 96-1 (Rancho barrillo) Final Engineer's Report - August 18, 1998 Page I, Aletha L. Rautenkranz, CITY CLERK of the CITY OF CARLSBAD, CALIFORNIA do hereby certify that the foregoing Assessment, together with the Diagram attached thereto, was filed in my office on the W'&day of A~GG , 1998. c+JL-..k..d~.,&#zz~ CLE CITY OF CARLSBAD STATE OF CALIFORNIA I, Aletha L. Rautenkranz, CITY CLERK of the CITY OF CARLSBAD, CALIFORNIA ( hereby certify that the foregoing Assessment, together with the Diagram attachi thereto, was preliminarily a proved by the City Council of the CITY OF CARLSBA CALIFORNIA, on the .JJb J day of d- , 1998. dzLaZz%( CITY OF CARLSBAD STATE OF CALIFORNIA I, Aletha L. Rautenkranz, CITY CLERK of the CITY OF CARLSBAD, CALIFORNIA ( hereby certify that the foregoing Assessment, together with the Diagram attachc thereto, was approved and confirmed by the City Council of said City on the /b d;: of *I 1998. , """cy CITY OF CARLSBAD STATE OF CALIFORNIA I, Lloyd B. Hubbs, Superintendent of Streets / City Engineer of the CITY G CARLSBAD, CALIFORNIA do hereby certify that the foregoing Assessment, togetht with the Diagram attached thereto, was filed in my office on the day of 1998. SUPERINTENDENT OF STREETS /CITY ENGINEER CITY OF CARLSBAD STATE OF CALIFORNIA s \$projed\carlsbad\rancho camllokngr repts\finalrept 8-17 doc Berryman & Henigz 33 0 0 City Of Cadsbad - Assessrnenf Disfricf No. 96-1 (Rancho Carrillo) Final Engineer's Report - August 78, 1998 Page Part iV Annual Administrative Assessment A proposed maximum annual administrative assessment shall be levied on each par( of land and subdivision of land within the Assessment District to pay for necessi costs and expenses incurred by the City of Carlsbad, and not otherwise reimburse resulting from the administration and collection of assessments and/or from t administration or registration of any bonds and reserve or other related funds. TI maximum assessment hereinafter set forth is authorized pursuant to the provisions Section 10204(f) of the Streets and Highways Code, and said maximum assessmc shall not exceed five percent (5.0%) of the annual assessment per individr assessment parcel per year. The annual administrative assessment will be collected in the same manner and in ti same installments as the assessment levied to pay for the cost of the works improvement . s !$pro]ect\carIsbad\rancho carnllokngr repts\finalrept 8-17 doc ;;/ Berryman & Henis; City Of Carlsbad - Asse sment District No. 96-1 (Rancho @rriIlo) Final hgineer's Report - August 18, 1998 Page : 9 Part V Diagram of Assessment Reduced copies of the Boundary Map, initial Assessment Diagram, and fin Assessment Diagram are shown on the following pages. Full-size copies of tt Boundary Map, initial Assessment Diagram, and final Assessment Diagram are on fi in the Office of the City Clerk, of the City of Carlsbad. As required by the Act, the Assessment Diagram shows the exterior boundaries of t). Assessment District and the assessment number assigned to each parcel of lar corresponding to its number as it appears in the Assessment Roll contained in Part II The Assessor's parcel number is also shown for each parcel as they existed at the tirr of the passage of the Resolution of Intention and reference is hereby made to tt Assessor's Parcel Maps of the County of San Diego for the boundaries and dimensior of each parcel of land. s \$pro~ect\carlsbad\ncho carnllokngr repts\finalrept 8-1 7 doc Berryman & Henigz .@ 0 PRCPOSED BOUNDARY MA# SH I ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) CITY OF CARLSBAD COUNTY OF SAN DIEGO, CALIFORNIA mw N mc OFFIE oc WE CIN URK OF WE LEGEND LED mIs - DAY OF IB-. " mx .-, PACE CF MAPS CF CNSBIO. WS - DAY Cf AT *C HCUR ff O'CLOW ,M. ASSESWEN7 3fSTRlCE IN 7% WnCE OF 7M COONW CALlFrnN,A. PECOPOER w W€ CWNW oc sev LnEGo. - - - - - -- - - Assessor Parcel Line BY. CWNN REcMlDER ANNEX EVANS snx w CILIF~II CWNT OF SAN DIEGO I HEREBY cmnn rdAr WE M~N YAP SHOWN, PROPOSED BCUNOMES ff AssEssumr oismrcr IN WE WIY Of CnRLSBID. COUNrY OF SAN OIEG CNIFORMA. WAS *ppROL€O BI IHE Cln CWNU CIW (F cmmm Ar A EUIR mnNc wmo ON r* - oAr OF BY lE REYXUII(XI NO, By: CIW am un OF rasB*o srAx OF CUIFCWNIA 227-012-13 . 222-012-w OIUENSIONS Of EACH PARCEL REFER TO THE 1997 COUNT? Of S4N 0 CARRILLO.DW gw/Li 33 SHEET ASSESSMENT DIAGRAM 0 ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) CITY OF CARLSBAD COUNTY OF SAN DIEGO, CALIFORNIA ?LW IN THE OFflCE oi l!-!E CITY CLEPK OF W€ CITY OF CAKLSBM. WlS __ 0.41 OF 199- FILW THIS ___ DAY OF 199-. IN BO(W - PAGE CF UWS OF ASSESSMENT OlS?RlCTS IN Pi€ OFFIE of 7BE CWNTI RECMIOER OF llK CWTY OF SAN DIEGO. cLvIfL*1NlA. *T THE wm OF OCLOCK -.,, By: CITY URK CITY of CAmSBM STATE OF CALIFORNIA BY CWNW RECCUOER ANNETTE EVANS CWNn OF SAN BEW SrAlE OF CNFORNIA W ASSESSMENT WAS LmED BY WE CIW CWNWL of WE UNO WOW ON ?HIP ASSESWENT UACRAU WAS LEMW OU ?HE - DAY OF , $93- M ASSmUENT WAUI*U .AND ASfsy(DI7 RLYL HERE RECWlKD IN mE WFlCE OF WE SUPERINIFNENT OF SX'EEiT FM) THE EXACI AUWT OF CAW ASSESSMENT LEUED AGNNST EACH PAREL OF LAND %OW ON lHlS ASSiSYPIT DlAUI/UI. UTI OF C~SBAD MY mc Lars. PIECES AND PARCELS OF THE ASWL(ENT BY an URX CITY or CARLSBM STATE OF CWFORNlA VICINITY MAP N.T.S. LEGEND -_-- District Boundary Boundories SHEET INDEX 2 'iilloqes C & 0 3 Village H 4 Village J 5 Village 0 6 & 7 Village Q (Phase I) FOR TUE LINES PNO OlYEHSlOHS Of fACU PARCEL WITHIN THE DISTRICT REFER TO THE 1997 COUNN OF SdiH OKGO Berryman & Henfg8r MS? Caelmli. bc. . H.n+ & Ron inc AssEssaR's YAPS. CI\Y.?ILLOOl(j *a 7,) 21-1 ,J,~~~ESSjtlEr\lT D1STRiCT p\l~. A- 30- i VILLAGE 'C' & 'D' (RANCHO CARRILLO) DEL CANON - . . . . . . . . . . TOR THE LINES AND OIUENSIONS Or EACH PARCEL WITHIN THE OISTRICT REFER r0 THE COUNTY OF SAN 01 ISSESSORS UAPS. ;--__ i..,,. - 3.5- ASSESSMENT DIAGRAM > q-”.?C‘ A,-~J~.~:.~~IE~~~JT DISTRiCi p.10. 96- ‘1 (RANCHO CARRILLO) VILLAGE ’H’ SEE SHEET FiO. 1 / 43 .-’- LEGEND 0 b’-t~*,:!i;r! .r Fiircpi - ‘i .\ i SEE SHEET NO. 4 Berryman & Henfgar <.~mk,ttf,~/,<, A6 4 ?6 -:E- A/- ASSESSMENT DlAGRAk 0 T r r- 7-h,- H L x-x+;iE4 ii 3jZ’,TPICT pjL;. >:;”-- ; WLLAGE ’J’ (RANCH 0 CAR RI LLO) - SEE SHEET NO 3 h (1 I3h. 1 LEGEND ____ ---- FOR rnE LINKS AND OMENSIONS or EACH PARCEL WITHIN THE DISTRICT REFER TO ‘HE COUNTY OF SAN OlECO ASSESSOR 5 UIPS *” 1 73 . ASSESSMENT DIAGRAM ;HE€ ASSESSMENT DISTRICT Pie. 96-'1 (RANCHO CARRILLO) VILLAGE '0' N SEE SHEET ~ i :nt-,-i-,$ iri ?~ LEGEND -_-_ .L ,(! 3 .!I.. - 8:1iwr,, FOR WE LINES AND OlUENSlONS Of EACH PARCEL WITHIN WE OISTRICT REFER TO IWE COUNTY OF SAN OlEGO ASSESSOR'S NAPS. Berryman & Hen/gar m5, Conr"!to"lr ("C . M""'*OI B do" /"C ."?X#LLL -.\c -.., 7 .?? d2 (RANCHO CARRILLO) VILLAGE 'Q' PHASE 1 37 j.l /.-------. - ___ . .-- - -__-- SEE SHEET NO. I k!rir.i Eumicrv ---- FOR THE LINES AND DIUENSIONS OF EACH PARCEL WITHIN THE DISTRICT REFER TO THE COUNil OF SIN DIE8 ASSESSOR'S UAPS. Berryman & Henfgar .L*WLL.,LhU . 75 d' ASSESSMENT DIAGRAM ~5SESrSi?AErIT EISTRICT NO. 95- i (RANCHO CARRILLO) VILLAGE 'Q' PHASE 1 d SEE SH NO ' --c __- -- LEGEND -u CT REFER TO THE COUNTY OF SIN DIE( 49 . a 0 City Of Carlsbad - Assessment District No. 96-7 (Rancho Carrillo) Final Engineer's Report - August 18, 1998 Page Part VI A. Description of Facilities Section 10100 of the Act provides for the legislative body of any municipality to finan certain capital facilities and services within or along its streets or any public way easement. The folh~ing is a list of proposed improvements as allowed under the P to be acquired, installed, maintained, repaired or improved under the provisions of ti Act. For the general location of the improvements to be acquired referenced is herel made to the Plans and Specifications described in Part I of this report and the facil map at the end of this section. The proposed improvements include: 1. Melrose Drive Roadway Improvements. The roadway improvements genera consist of the hard and soft costs required to construct Melrose Drive, from Palom Airport Road to the existing northern termination of Melrose Drive north of AI! Road. Six lanes will be constructed including left turn lanes, medians and should improvements. The costs associated with the construction of Melrose Drii includes clearing and grubbing demolition, grading, the relocation or reconstructic of public improvements subgrade preparation, base, asphalt pavement, curbs ar gutters, sidewalks, concrete medians, street lighting. storm drainage, guard ra traffic control and striping, irrigation and landscaping of medians, parkways ar adjacent slopes, Tt developer is dedicating the necessary roadway easement for all roadws improve men ts . 2. Palomar Airport Road, Approximately 1000 feet east and 700 feet west of th Melrose Drive Intersection. The Palomar Airport Road improvements include tt construction of left-turn pockets, acceleration lane, deceleration lane and medk break. The work of improvements includes clearing, site grading, subgrad preparation, saw cutting, removal of existing pavement, curbs, gutters, media island landscaping and hardscape, median stamped concrete, sub-base, aspha pavement, curbs and gutters, medians, street lighting, storm drainage, traffic contrc and striping and signing within the public streets and easements and othe and other appurtenant works as shown on the plans. appurtenant works as shown on the plans. 3. Utility Backbone Systems (water, sewer, and reclaimed water). The propose utility system will inciude water mains, sewer mains, reclaimed water main: pressure reducing station. The work to provide these services will include: clearin! grading, trenching, trench shoring, back-fill, saw cutting, removal of existin pavement, placing pipes(PVC & DIP) valves, fire hydrants, air release valves: vault! connections to existing systems, testing, inspection, manholes, asphalt pavemer Berryman & Heniga 41 s \$pro]ectbrlsbad\rancho carrillo\eflgr repts\fnalrept 8-17 doc Page t replacement, traffic control and other appurtenant works as shown on the plar within the public streets and easements.. City Of Carisbad - Assessment e District No. 96-1 (Rancho ? arrilio) Final Engineer‘s Reporf - August 18, 1998 4. Riparian Mitigation. Riparian Mitigation includes the creation of Approximately 1 acres of riparian area, replacing, creating and preserving riparian habitat arei . impacted caused by the grading for Melrose Drive. The work includes grading, stori drain, dam repair, irrigation, planting, off-site easement acquisition, maintenancl and monitoring. The construction of Melrose Drive and other Assessment Distri improvements impacted existing wetlands and upland habitat that require mitigation. This work consists of permit processing, grading, irrigation an landscaping, necessary to restore and mitigate the impacts at a new mitigation are immediately east of El Fuerte. 5. Relocation of Vallecitos Water District Sewer Mains. Two existing sewer forc mains, approximately 2,900 feet of 12” and 24” require relocation due to the gradir work for Melrose Drive. The work includes grading within future Poinsettia Lan which is necessary to relocate the mains, trenching, force mains construction, an temporary high line piping. 6. Incidental Design and Administration. The incidental Design and Administratio consist of, but is not limited to: the acquisition of lands, easements, rights-of-wa! licenses, franchises, and permits; the preliminary and final design engineerins e nv i ro n menta I en g in ee r i n c construction inspection, geotechnical engineering, testing and surveying. en g in ee r i ng , leg a I co n s u It at i o n , construction s \%pro~ectkar!sbad\rancho carnllo\engr repts\fnalrept 8-17 doc Berryman & Heniga, 92 0 FACILITY MAP e SHE, ASSESSMENT DISTRICT NO. 96- 1 (RANCHO CARRILLO) LEGEND - = - District Boundary Right-of-way Line Assessor Parcel Line ---------_- ~/~~/~~/~,~~,,~~~~,~~llillltll~ Roodway Improvements 1-1 Riparian Mitigation Area E::=-: EXHIBIT 1 Roadway Improvements and Riparian Mitigation Area Berfytniln & Henfg8r #8S CwNlIon~s. hc. - Zmpw d Re% 1°C. CARRILLO 0% LA8 4.7 FACILITY MAP ASSESSMENT DISTRICT NO, 96- 1 (RAN C HO CARR I LLO) LEGEND -- =- District Boundary --_-------- Assessor Parcel Line -=--====-* Relocated Vailecitos Sewer Mains -a = 8 - 4 - Domestic and Reclaimed Water EXHIBIT 2 Sewer, Water and Reclaimed Water CARRILLO.SYG LAL 4Y Page City Of Carlsbad - Assessment 0 District No. 96-1 (Rancho F arriiio) Final Engineer's Report - August 18,1998 B. RIG HT-0 F-WAY C E RTI F I CAT€ STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CARLSBAD The undersigned, Lloyd B. Hubbs, hereby CERTIFIES UNDER PENALTY ( PERJURY that the following is all true and correct. That at all times herein mentioned, the undersigned was, and now is, the authoriz representative of the duly appointed SUPERINTENDENT OF STREETS/ CI ENGINEER of the CITY OF CARLSBAD, CALIFORNIA. That there have now been instituted proceedings under the provisions of Article XlllC the California Constitution, the "Municipal Improvements Act of 191 3," being Division of the Streets and Highways Code of the State of California, and the City of Carlsb Municipal Code, which is Chapter 7 of Division H of Title II of the Code of Ordinances the City of Carlsbad, State of California, as amended, for the construction of certi public improvements in a special assessment district known and designated ASSESSMENT DISTRICT NO. 96-1 (hereinafter referred to as the "Assessmt District"). THE UNDERSIGNED STATES AND CERTIFIES AS FOLLOWS: It is acknowledged that the proposed Works of Improvement must be located wit1 public rights-of-way, land, or easements owned by or licensed to the CITY ( CARLSBAD, County of San Diego, State of California, at the time of the acquisition the Works of Improvement, and the undersigned hereby further certifies that all righ of-way necessary for the Works of Improvements will be obtained and in possession the City, County, or State prior to acceptance by the City of Carlsbad. EXECUTED this day of , 1998, at City of Carlsbad, California. Superintendent of Streets I City Engineer City of Carlsbad State of California By: Lloyd B. Hubbs, Superintendent of Streets I City Engine€ Berryman & Henig w s \$project\carlsbad\rancho carnllo\engr repts\finalrept 8-1 7 doc LLi 12 i / t 13 t A&), to order the acqilisitian of cenain pubiic imprcvemtn~s, together with appurtenances and Etppurtenant LVGI-~, in a speciar assessment district known and designated as ASSESSMENT DISTRICT NG. 66-1 IRANCHG CARRlLLOj (hereinaft< 0 0 i . [' I': ti for and to specially benefit prgperiies within the boundaries of the Assessment District. All rigkts-&way and easements rrquired far tne !mprcvements shall bc shown upcn the plans referred to herein and to be filed with these proceedings. All of the improvements to 5e acquired are to be installed at the places and in the particular iocations. and to the sizes, dimensions and niateri ts the lines. grades anc elevations as shown and delineated upon the plans. profiles and specifications: all to be made a part or ?he Assessm 8. -I 1; 4 /i I 5 iI il 6 1; I1 7 I! \I 8 il !i 9 j! C. I! !I 10 ji Engineer's Re pari. 11 ]j The cescripilon of the improvements ccntained in this Rssafution is 12 j general in nature. and the plans and profiles of the work 3s contained i 3.3 I, :he Assessment Engineer's Report shall be controlfing as to the correc 14 'i and detailed descriptim thereof. l5 !' DESCRIPTION OF ASSESSMENT DISTRICT 16 i !; D. I# I SECTION 2. within -the Assessment DisZict. znd this tegislative bcdy hereby makes :he The improvements are of special benefit to the moperties md I; I ! expenses of the acquisition 3f sxh improvements charceabie cpon the Assessment District. which is discribecj as foliows: 141; of that certair, territory i the proposed Asssssmeni District included within the exterior boundary lines 19 i 1 20 1 21 jl 22 I/ /I I il shown on the map whi5iting the property specially 5enefitiea ani proposec! IC assessed to pay the costs and expenses of !he acquisition of :he xork 3rd improvements described above; suc3 map mtt!e=l "PROPOSED 53UNDARII ASSESSfvlENT DtSTRKT NO. C6-1 (~WhCHO CARRILLO)'', and which map was previcusly approved by this legislative body and is on file with the transc; 23 I! 1; 25 1; ii -26 /i ;a 22 j: 27 11 28 li j, lj I! fi 27, !PC 'ly io r OCCI-~C: I mi T'L J ZQh!UhI- i lUCC?lU!2~ m i ' I,? 37 'J 71 8 1 I Seeion 53750) (coilectiveiy, the "Assessment Law"!, such report to be in writing and 0 e 1 ' I/ 4 51 I1 6l 71 jl It 11 acquisition of the improvements is to bo paid from sources other than assessments, th ii amount of such partion of percentcise shalt first be deducted from the total esrimated ir msts and expenses of such acquisition, and sucn assessment shaif indude only the When any portion or percentage of the assessable costs and expenses of the 1 j; 2 .i 3 j\ remainder of the estimated costs and expenses. Such assessment shall refer to slich '1 subdivisions by their respective numbers as assigned pursuant to item D of this Sectic t 8 l! I/ I 91: BONDS 101 13, ,! assessments, and bear interest at :he rate of not to exceed the current legal maximun 12 1 rate of i 296 ?er annum. will be issued hereunder in the manner provided in the 13 1: improvement Sund Ac: of 191 5 (Streets ar.d Highways Cede Section 8500 and SECTION 4, Noijce is hereby given thar bonds to represent the urtpaid ii I! 1:; fdiowing), which bmds shall be issued for a term riot :a exceed the kgal maxim.um ie 14 i: 15 1; as.autfiorized by iaw, THIRTY-NINE (391 YEA.RS from the second day of September next succeeding twelve { < 2) rn~nths fyom their daie. The grrjvisions of Part 1 1 .I of SL '' 1' kt. grovidinr; an alternative pr=rcedzrs for the advance pqment of assessments and 18 i; (I 16 /! ! i . caiiing of bcnds snail appiy- 19 !: i. 21 j. 22 il 23 ij 25 1; Ths principal amount of the bonds rraturing eacP, year shaU be otber than an 2* 1; amount equal to an even annual pEpTtkm of the aggregate principal cf the bonds, a !I the amount of grincipal maturing: in aach year, plus the amount of interest payabie in ' i\ year. will be gentrally an aggregete amocnt tkar is equal each year, except for the fir " year's adjustment. 24 ji I/ PursLant to the provisions of ;he !mprovement Act and specifically Streets ani tiighways Code Section 10533, the Treasurer is hereby designated as the officer to 4! 26 il ,I coifect and receive t.ia assessments during the cash collection period. 27 I/ 28 11 1 55, PC I \J ilP' in T nrc-hnr: I '3c~~ ::L i T-,NILI - : .WGC!WK,~ Jn i . I q Lq ' I !I j i 1/ IMPROVEMENT ACT I 27 i 28 j I e 0 :I - '1 i at which the work is to De dcne. Any objec:Ions cr pr3fesfS to the propxed grade shai :: be made st the public hearing ta b2 conducted under these ?roceedings. !I PROCEEDINGS INQUIRIES ii ;i " ' designated below: 1; 2 j; 3 j; SECTION 9. For any and all infmnarion rekxh$ to these proceedinss, includi 4 /I informatian relating to protest procedurs., your artentior: is direcied to the person 4 1; 6 1; 7 i; LISA HILDABWD, DfRECTOR OF FINANCE 8 1: FiNANCE DEPARTMENT CIN OF CARLSBAD 12'30 CARLSEAD VILLAGE DRIVE /i I1 .I CARLSBAD. CALIFORNIA 92003 12 1 ! 760) 434-2867 13 i' PUBLIC PROPERN 14 !I i l5 I! pmceedings unjess athenvise expressly provided and iisted herein. li 1: t ! SECTION 19. All pubtic prs-,efij shail be subject iz assessri;ent in these l6 : jj A.CQUlSlTt0N SECTION j 1. The public interest. GXI~JE~~~RCG afid cecessity requires hat : cartaiv land. rights-of-way or easements be c.btair;ed iri o:cer to allovv the works of '! ' improvement as proposed for this Assessment, Gistrict to 5e accarn?iishes. ! ne ? ASSe$Sm€?nt Engineer's Report, upon 2dqXicPt! snali ;:c?/ide ce:',;lfication that the fan 21 jI !! cghts-of-way or easements have been acqrjixu 0: wii! $2 acquired .zs part c\i the jl xquisition of the improvemer,ts. . -. 19 i 20 .; !I 22 /i 23 1: :I NO CITY LlABtLtTY SECTION 12. This legisiative Sady hereby furtner declares not to obligate its> to advance available fur.ds from the Treasury io cure any deficiency which nay occu 26 ! 1 the bond redemption fund. This determiraricn is made pcrrsuant to the authority of 27 I Jl I1 c2 a 1' 28 I I: ! i" I ,>r. ' Q? 'i 1.9 J ?i7$'bnC! '3b] ;Y'L J ,b 8 '(- <\cl 0 0 "/i !I :( /I :l ~ec:ion 8769&) of the Streets ar:d Highways Code of the State of Caiifernia. and sxh L iJ 2 il 3 '1 4 1: j! deterr,ination shati further be set forth in the text of the bonds issuec pursuant to the I/ "improvement Bond Act of j 91 5". '1 WORK ON PRIVATE PROPERTY i/ j' 5 !! SECTtON 13. It is hereby further determined io be In the best public interest ai convenience and more eccnumicd to do certain work on private property to eliminate I! any disparity in level OF size between tke improvements and the private progeny. The actual cost of such wctk is to be added to the assessment on the lot on which the wcrl B/( I! 7; 8 ij I' 9 jl dcne. and no work of this nature is tg De perfcrrred ur:it :he writt;n consen: of the I 10 :I property owner is first obtained. 11 j .I ANNUAL ADMlNlSTRATlVE ASSESSMENT I 12 ii SECTtQN 14. It is hersby declared that tkis legislative body proposes ;o levy : :j 3.3 jj annual assessment pursuant fo Section 10204 of the Streets and Hignways Code oi -;I 14 11 State of Caiifornia, such annual assessment to pay costs incurred by the City anu" not l5 11 oiherwise reimbursed which resutt from the administration and mikction of assessm or from the administraticn or registration of any associated bonds and their related fur ;I )I I' :: UTlLfN IbIPROVEMENTS 18 ii !! SECTION 15. Pursuan: to Section 727 10 of the Streets and Highways Code I A' I' the State of CaKfornia. it is also ?he intentim of this Iegislative body with respect tb thc .1 :I ingrovemerits to be owned canaged cr ccntrzited Sy any othe: public agency, reguiz 11 public utility, or rndtual water conpany, io enter Into dn agreement with the Vaiieci:ot I' !I 20 i 22 il 21 !i \I l%r-A-r vycLG, Disk! or other public utikj campany cr pubfic agency with respect to 23 ;I !I imp:wemer?ts to be acquired prim to ordering the acciguisitjon cf improvements. 24 j: j / j !; 25 ii -26 ;: li 28 1: II il 27 I/ ii I' 5.5 x:qr ;.jn La I xD!LChnC; I '!-AI .<L J l~'lh!UJ~l' L IUCCllrF.'? 47 1. ' I'I 17 8 1 0 0 JI ~ ii :/ 1. il .I ;I F,~SSED, APPROVED AND ADOPTED at a regular rrseating of :he City Council of the I! City of Carisbad. held on the 23rd day of . t998, by :he forlowin June 3 .i - I\ vote: 3 1; AYES: ca-n-cil :.lembers Sewis, Finniia, Sygaard and 3all 411 NOES: sone ABSE~JT: Council Xember Xulcbia ABSTAl N 1 lhne 6 ,"'.. f' . / f /;, SI 8 I j ~~~($;x~<, I1 .;yd /; JI. !/ /.i.i' ". ,.: 7 /I &DEA.'iE S, 3for /j 9 I! i; l1 11 12 /i ! ,l?' y. ./ "( ATTEST. /;" .3 I .',- 13 (i I .AL~T~K~*~?~~%~~K / :", 1; ii l6 !I 17 \ X8 ! i' 19 Ii :I 20 ;I .I 21 jj 24 /I ,I 22 )I il ;I 23 '! !i 25 i! 26 ,'/ i I Ii 27 [' 28 1; i I :j v' "'I '17 ' I -0 T O-CLnC i 'PtJ L'c' -I 2~7h;UV' L ?!-!CSIYFr: JYI 1 ' 19 cc : qr 'I( -0 0 AGREEMENT FOR THE ACQUISITION, CONSTRUCTION AND FINANCING OF CERTAIN PUBLIC IMPROVEMENTS ASSESSMENT DISTRCT NO. 96-1 (RANCHO CARRILLO) THIS AGREEMENT is made and entered into this 9 th day of DECEMBER ,1996, by and bel the CITY OF CARLSBAD, a public agency of the State of California (hereinafter referred to as *I and CONTINENTAL RANCH, INC. (hereinafter referred to as "Pprapedy Owner). WHEREAS, the City is considering the formation of a special asswment diStfiCt Under @he t8m conditions of the "Municipal Improvement Act of 191 3*, being Dvision 12 of the Streets and Higl Code of the State of California, for tke constmction of certain public improvements, togethc appurtenances and appurtenant work within the jurisdictionai limits of said City, said special ass- district known and designated as ASSESSMENT DISTRICT NO. %-1 (RANCHO CARRILLO) (here referred to as the "Assessment District*); and, WHEREAS, Section 66462 of the Government Code of the State of California ("Subdivision Mq expressly authorizes financing and completion of public improvements under an appropriate : assessment act, and Section 10102 of the Streets and Highways Code ("Municipal Improvement 191 3") expressly authorizes the acquisition of any improvements authorized to be constructed und law; and, WHEREAS, Property Owner, in order to proceed in a timely way with its development, des construct and has constructed certain public works of improvement that are proposed to be includc the works of improvement for the Assessment District, namely, the improvements as set for described in the attached, referenced and incorporated Exhibit "A"; and, WHEREAS, the City and Property Owner are in agreement that the determined eligible wc improvement may be included within the Assessment District financing at prices determined by Si to be reasonable; and, WHEREAS, it is the intent of this Agreement to provide that Property dwner shall, upon a SUC confirmation of assessment and sale of bonds for the Assessment District, be paid for the w improvement which are integral and a part of the Assessment District, at the prices as determinec City Engineer; and, WHEREAS, the properties within the boundaries of the Assessment District will be assessed { those portions of the works of improvement that benefit the properties within the boundaries Assessment District, and this Agreement will only cover those portions of said works of improk and, WHEREAS, in performing under this Agreement, it is mutually understood that Property owner i as an independent contractor and not an agent of the City, and City shall have no responsii payment to any contractor, subcontractor or supplier of the Property Owner, and, WHEREAS, Properly Owner shall be the owner of and retain title to all of the works of imprc constructed pursuant to this Agreement until such time as the City, acting pursuant to the provi the "Municipal Improvement Act of 191 3", shall acquire such works of improvement. Upon such I such improvements shall become the property of the public agency andor regulated utility authc provide the service to the Assessment District; and, 1 56 0 0 WHEREAS, the City has no objection to purchasing the improvements from said Property Own Property owner is desirous that the City purchase said improvements, and at this time said improvi are owned by Property Owner; and, WHEREAS, if the work is not being constructed in a timely manner, the City may, at its option, g and install authorized facilities pursuant to applicable public contract faws, with payment to be mar bond proceeds. Upon exercising this option, the work being constructed shall automatically be from this Agreement. NOW, THEREFORE, IT IS MUTUALLY AGREED between the rapective parties as follows: SECTION 1. That the above recitals are all true and correct. SECTION 2. The City has no financial obligation to construct the improvements, and all expe said improvements, including all incidentals thereto, shall be borne by owners of F within the Assessment District. That said City does intend to proceed with the adoption of a Resolution of lntenti the formation of a special Assessment District for the improvements above da however, the city resews the right to determine the timing of such actions subsequent sale of the bonds for those facilities which are eligible for final fundi That the City agrees to acquire and finance through the use of special ass@ proceedings, and Property Owner agrees to convey all completed improvernenb City, those improvements being ail as set forth in the previously referenced Exhi Property Owner agrees to post with the City the required bonds to guarant performance of the work and payment of all labor and materials, said bonds to bt amounts as determined by the City. Property Owner shall be responsible for the maintenance and shall maintai improvements in a satisfactory condition prior to any final transfer and acceptani No acquisition money shall be paid for any discrete component comprising a poi an improvement until such discrete component to be acquired has been irrev offered for dedication by the Property Owner free and clear of all liens, clain encumbrances. The final payment for an improvement to be acquired shall not k unless such improvement has been irrevocably offered for dedication by the PI Owner and accepted by the City Council free and clear of all liens, clan encumbrances. Property Owner does hereby indemnify the City against all liens, or encumbrances relating to any improvement to be acquired hereunder. The final facilities and actual prices to be paid for said improvements are those t City believes to be integral and reasonable and to confer special benefit on pro within the Assessment District. The estimated prices for the improvements and incidental expenses are set forth attached, referenced and incorporated Exhibit "B". Final prices shall be based up1 prices and quantities as determined by the City to be reasonable, and no other co: expenses shall be allowed unless expressly authorized by the legislative body' of th however, final payment for the work shall not exceed the maximum amoi construction as set forth in the Engineer's "Report" as confirmed by the City COL SECTION 3. SECTION 4. SECTION 5. SECTION 6. ,---I 2 2- 0 Further limitations to the amount of assessment debt shall be the following: 1. The total public lien on any property of all outstanding special assessma Mello-Roos special tax obligations will not exceed 113 of the appraised valu 2. The annual installment for any public special assessment andor Mello-Roo will not exceed .8% of the estimated purchase price of the property. The FInance Director of the City will make determinations as to the above pi01 final confirmation of the assessment The estimated quantities set forth in the previously referenced Exhibit "B" shall be to reflect the actual quantities of works of improvement actually constructed at pi determined by the City. Any final determination shall be made by the City a prices and quantities to be paid. The Property Owner shall provide all substantiating documentation and certifica authenticity as requested by the City in the determination of either the quantities constructed or the prices to be paid for such improvements. The costs of acquisition shall also include the necessaty engineering and incidental expenses, including, but not limited to, the preparation of plans, specifi bidding and all related documentation. Said final costs and expenses art determined upon the completion of the works of improvement and certified by U The cost for said works of improvement shall be spread in accordance with the received, as determined by the City Engineer in consultation with the Ass€ Engineer for the Assessment District. SECTION 7. SECTION 8. SECTION 9. SECTION 10. All plans and specifications shall be submitted by the Property Owner, improvements shall be bid and constructsd in full compliance with all applid rules and regulations as established and approved by the City Engineer. Propert) agrees to keep records and to ailow the City to review said records for all b contracts let for any of the improvements. City shall have the right to inspect a of improvement at any time during construction. SECTION 11. At any time that the work is not progressing within a reasonable time limit as deb by the City Engineer, the City may provide written notice to the Property Owner event that Property Owner does not cause progress to be made on the wor satisfaction of the City within 60 days afterreceipt of such notice, this Agreemen terminated by ten (10) days' written notice. Following termination, upon satisf: the other provisions of this Agreement relating to payment for improvements or components thereof, the Property Owner shall be paid for any componen improvements set forth on Exhibit "C" hereto which it has completed prioi termination. Upon termination, the City may proceed to advertise and bid the ba any improvements or components thereof that haw not been completed by I Owner, and the City will have no further obligation to pay Property Owner ur Agreement with respect to the improvements or components so bid by the City 3 0 0 SECTION 12. Upon execution of this Agreement and completion of the improvements, the C have the right to use said improvements as determined necessary and integra works of improvement within the Assessment District SECTlON 13. The acquisition monies, upon the sale of bonds, shall be distributed pursuant tc instructions executed by the Property Owner herein and any mortgagee or bel under any mortgage or deed of trust where proceeds of a loan were utilized to , financing any portion of the improvements. Cash distribution will be mac instructions, the purchase price for the improvements shall be paid to the Propeq and any mortgaQee or beneficiary of a deed of trust as their interests may (Streets and Highways Code Section 1031 1.5). SECTION 14. The City agrees that, prior to the final completion and acceptance of an imprc listed in Exhibit "Am, it wiil make payments to the Property Owner for certain components of the improvements as set forth in Exhibit "C" hereto. The payme made to the Property Owner with respect to each discrete component listed in Ex shall be determined in accordance with the procedures set forth in Section € Agreement as certified by the City Engineer and shall not exceed the maximum i set forth in Exhibit "C". A reasonable amount of money due under this Agreem to exceed 10% of the cost of the improvement or discrete component thereof bei for, may be withheld to cover final possible corrections or adjustments in the wo final payment with respect to an improvement shall be made within 30 days of Councii's acceptance of the improvement. SECTION 15. This Agreement is contingent upan the confirmation of assessments and succw of bonds, and it shall be null and void if said bonds are not sold within a three I period following the date of this Agreement, or any mutually agreed extension; hl this time can be extended by request of the Property Owner and concurrencc legislative body. Any sale of bonds shall be based upon recommendations of C and authorized consultants retained for the purposes of assisting and establishin and conditions for the sale of bonds. SECTION 16. Property Owner hereby agrees to provide written notice to any potential purche lots in a form satisfactory to City so advising the potential owner of the facl proposed or confirmed Assessment District, with said document being executea potential owner during escrow procedures. Such notice shall be provided to the p owner a reasonable time before the potential owner becomes contractually comn purchase the lot so that the potential owner may knowingly consider the impac assessment in the decision to purchase the lot. A copy of all such notices exec actual purchasers shall be sent to the City. SECTION 17. Property Owner agrees to and shall assume the defense of, indemnify and hold hi the City, its officers and agents, from any action, damages, claims or losses of a resulting from this Agreement, including without limitation the design, engin construction bidding, award of the contract and construction of the improvemen provision as contained herein shall in any way limit the extent of the responsibility Property Owner for payment of damages resulting from the construcBon improvements andor any contractual relationships between Property Own contractor andor subcontractors. ' exe~ution sf me appropriatg written instnrctions, and in the absence of 4 fr 3 -1 0 e SECTION 18. This Agreement is binding upon heirs, assigns, and successors-in-interest. SECTION 19. This Agreement, by its execution, amends and supersedes any terms and conc may be inconsistent in any previous agreement, including any su&division iml agreement, relating to the construction, installation or financing of said improi SECJJON 20. The prevailing party in any litigation relating to, interpreting of enforcing this Ai shall be entitled to reasonable attorney's fees as determined by the Court. SECTION 21. This Agreement and the constmction of the improvements shall be subject t laws and ordinances relating to the requirement of improvement agreemt division, improvement security or other applicable development requirements. SECTION 22. The term "City" shall mean the City Council, unless otherwise stated her6 Agreement. EXECUTED by and between the parties hereto on the day and year first hereinabove written 'CITY' CITY OF CARLS8AO ATEST: STATE OF CALIFORNIA CITY CLERK CIN OF CARLSBAD STATE OF CALlFORNlA "PROPERTY OWNER" CONTINENTAL RANCH, ING. By: bd- & 5 r- ; 3) CALIFORNIA ALGPUR Fa E ACKNOWLEDGMENT 0 persomfiy appeared Q,4 I/ 1 b A- 0 personally known to me - OR -pKproved to me on the basis of satisfactory evidence to be the persc whose name(s) idam subscribed to the within instrur and acknowledged to me that helshenheyexecutec same in hidber/ttwimuthorized CapaCityM, and thi his/hsrfttksrrs * ignature(e) on the instrument the perso or the entity upon behalf of which the person+) ac executed the instrument. S my hand and official seal. Though the infornabon below IS nor mqwred by law. It may prove valuable to persons re3Rng on be document and could prer fraudulent removal and reattachment of thls fm to another document. Description of Attached Document Signer@) Other Than Named Above: Capacity(ies) Claimed by Signer@) 0 Individual 0 Individual 0 Corporate Officer 0 Corporate Officer 0 Partner -a Limited 0 Generai 0 Guardian or Consewator Signer Is Representing: Rod. No. 5907 Reader Ca!J ToMm Fi 0 la94 Natkma Nomy Auocumn 8236 RwmaC Avs , PO. Box 7184 Cancga Pah CA 013O47184 0 EXHIBIT “A” 0 THE FACILITIES Facility Description Melrose Avenue: Grading, ston drainage facilities, Between Palomar Airport Road and mains, sewer mains, reclaimed the existing northern termination of mains, pressure reducing station, ( and pavement, striping and signs, landscaping of medians, parkways, Mefrose Avenue gutters, sidewalks, medians, mad ‘ adjacent slopes. Pal omar Airport Road: Improvements necessary for Approximately 1000’ east and 70Q’ construction of left-turn ~QC west of the intersection of Melrose acceleration lane, deceleration lane, Avenue median break Includes subg preparation, sawcut and remove @xi pavement, curbs, gutters, median is landscape and hardscape, road base pavement, striping and signs, and b control. Improvements necessary for the reiocz of two existing force mains required du the grading work for Melrose Avei Includes grading within future Poinsc Lane which is necessary to relocate mains, trenching, force mains, temporary high line piping. Riparian Mitigation: The creation and preservation of ripa Creation of approximately 77 acres of habitat areas due to the impacts to exis riparian area . riparian habitat caused by the grading Melrose Avenue. Includes gradi planting, offsite easement acquisiti maintenance, and monitoring. Relocation of Vallecitos Water District Sewer Mains: Approximately 2,900’ of 12” and 24’ Force Main cSa Grading 724,730 , Vallecitos Sewer Mains 409,231 , Contingency at 15% 2,046,602 Engineering, Management, Inspection, Permits, Staking, Assessment Engineering, Bond Counsel, Appraisal, , Financial, & Printing at 20% 2,728,803 r Total Incidental Costs $4,775,4 , Bond Reserve (10%) 1,841,942 920,097 Bond Discount and issuance (5%) , Capitalized Interest (8%) 1,473,554 , Total Financing Costs $4,235,5! Median Stamped Concrete Subtotal Construction Costs 342,100 I $1,13: I $3,47! - Grading 724,730 Vallecitos Sewer Mains 586,622 Subtotal Construction Costs $1,311 r- Grading 199,500 Landscape Installation 285,200 Maintenance 62,500 Monitoring 29,500 I Offsite Easement Acquisition 400,000 Subtotal Construction Costs $976 City Of Carlsbad - Ass 9 ssment District No. 96-1 (Rancho t ,arrillo) Final Engineer's Report - August 18, 7998 REIMBURSEMENT ANALYSIS SUMMARY Eligible Recommend Total Contract Eligible Contract Relmbursement Reimbursem, Service Amount Amount Amount Amount 8,103,931.4 Mass GradingNWO .../ 6:6?8!663:.@4 ._.. 8!,1!.0!?35..37 ..__-__..._.-_ 8,164,791.1 6 Mitigation Area Construction 602,62= Hubbard Contracting pipe for mea's Contract ... ..-......._............ . , ......................... 65,047.73 59,148.13 59.148.13 59,lC Landscape installation. .............................. ...... 494,044.00 ........................ 462.700.00 445,990.63 401 ,??E Easement AWiSItK!!~ -... ..................... 426,300.00 426,300.00 426,297.00 426,297.01 CONSTRUCTION Sukut Consfruction _._.,_I___._.I__ .--."--._.-.-."_.I--- .................................. ........ ....... . Sim J Harris Me'rose Drivelmprovements ..................... 1.900.756.4! ._.I._- Erreca's Inc - ----..... ..................................................................................................... .---. ..... _.-- . ._ ................................ .....-...._...... ......................... _.-- .. Habitat West Offsife Easement ..... ENGlNEERlNGlDESlGN Rick Engineering _.I ................................ _I-___ ----___ ..................... ....... 1 1994-0 Mass Grading1Str-t ~mprovements _..--- !.L!45!,l.P_020 ---.- 436.325.00 .... .........-.....-. 439,963.71 439393.7 -- Mass GradinglS'Orm Drains .I-.- 290,220.00 63,601.68 62,040.90 59.469.2 11994-J J . ... 11 994-KK Melrose Drive Design ___I__.-....- ... 65,000.00 60.450.00 50,898.22 50.8% 91,810.6 Offsite Mitigation and Detention Design . 91,170.00 91,170.00 91,810.60 12960 59.920.00 48.720.00 46,074.26 36.274.2 12978-8 Detention Embankment and Mitisation ....... ................- 36.540.00 .-...--.. 33,740.00 ..._-. 33,763.25 33,763.2 __._...._-I.I__.. .--- ....--..._-........-.-- -- 12978-0 - Rancho Cafillo Mass Grad!%.. .. ....--...................... 716.000.00 ... _--- 170.950.00 ~-"~.-- 215,464.93 212:?22:7 12988 ASxisment District Formation--.. -____.._,.--. 6,800.00 __.-___._ 6,800.00 .--_ 4,900.44 4.900.4 4787-1 2-01 Investigation for Major Roads 130.845.01) ....... __ 86.934.60 86.934.60 81 w MehW Drive Staking __________.__._.___-._. "...I_._ 129784 ...... Geocon Mass Grading Consulm -_-. 134,925.00 41,152.13 13,971.54 7.41 8.8! 4787-12-07 4787-12-1 i Bressi Damla Fuerte Soil Investigation -,-.-382330.00 31.435.00 31.701.73 31,701.7: 853,668.00 260,368.74 265,828.86 260.602.0 5845-12-01 5845-12-02 Melrose Dam Resident Eng!?!??L-.- ... ..-.. .................... 39,225.00 ..___ _.._-__..__ 39,225.00 40,911.00 38,4862 MehSe Drive soils Obsers!xC..* ............-.....-_. 60,200.00 57.1 17.00 52,290.55 38.205.5! 5845-12-03 5845-12-07 Monitoring Mitigation SiteGrading 52.320.00 ., .....---.. 13,080.00 ............- 8,442.80 7.827.5 ..-........--.- ........................... Monitoring Mass Grading _____-_.. ............... ___ .-___ ... I I---- ......... ........ ........................ ............... .................... ..__.--" ONA, Inc 97-033.03 Land=?!mn- ___- 12,978.00 _.-.-.... 12,978.00 11,680.20 1 1 !pLO~ ............................................... __----.I 7,200.00 5.976.01 5,000.0 20,000 00 20.000.00 20,000.00 20,000.0' "ti'ity Re'=tiin water system con_st??9.. ......... ._._.. ......... .,.. .......................... 15,000.00 _-__.. 10,200.00 ........ ...............-- ____ 8,025.65 73gi2.J Mass Grading Estimates- .._......._... 45,245.00 13.799.73 13,799.73 13,799.7 4.598.00 4,598.00 4,59a.oo 4,598.0( Outlet Pipe Rehabilitation I_ ._________.. ._..____-__--__... - 97-01 1.03 Assessment District &E!? _...___.... ........................ ..-..-5 Van Bouren Kimper Wilson Engineering 5,000.00 Metrose Drive power -.. ?.ooP:. 5.000.00 ............................. --_ . ............................ ...-.- MS97046 658-003 ' 658-004 Devenco, Inc 961 3 Corrao Brady Group 44.011 . .... Simon Wong Engineering 500-1 22 Spilbay Rehabilitation 2.398.1 0 2,398.10 2,398.10 2,3% Glenn Lukos Associafes 138,760.00 131,410.00 120.1 84.80 117.8G -...._.-...- ........................ .......- _-_-__.. ............... .-.- __I_-___-- .--._ ...........-_....... ........................................ .- ._._ ...._.-- ......-.. -__I--- ....._.-.- . 0237-001 Environmental Consulting nla Paleontologist .... 20,778.9, R-2800 ArCheOlOgy 99,135.00 20.889.45 20,869.33 COH-07 Biologist 15,000.00 4.575.00 3,683.47 3,560.7, - SD Natural History 59,857.00 18,256.39 17.575.34 17.5% --_-_.I- -l___l_ ".-.- Recon Environmental Helix Environmental Sweehvafer Environmental -- ____ _-_..-_...-- _11_11___-.I__ -..-.-- nla Biologist -- 11,970.45 3,650.99 2,943.04 2,943.0 (table continued on next page) ..-.-._....-. -... .__- .-.-- ......................... I- s:\$project\carlsbad\rancho carrillo\engr repts\finalrept 8-17 doc ~ revised August 20. 1998 Berryman & Henjg City Of Carlsbad - Ass Q sment District No. 96-1 (Rancho t arrillo) Find Engineer‘s Report - August 48,1998 Eligible Recornmende, Total Contract Eligible Contract Reimbursement Reimburseme! Service Amount Amount Amount Amount FEES --.- lmprovement Plan Deposit Pian Check Fee 254,000.00 172,720.00 172,720.00 56.322,36 7.352.00 4.999.36 4,999.36 4,999.36 -- CMWD lmprovemenf Plan Plan Check-Fee ..... .._- US Fish & wildlife DCSS Deposit ................................................................... 500,000.00 152,500.00 Mass Grading Plan Check and Inspe~on...-....- .-_--- ..... 716.670.62 .- ....._-_-._._ 218,554.04 Plan Check Fee Water District . 336,781.49 241,216.48 241,216.4a 241 *2!=! __. Melrose Drive Inspection Fee VMWD & CMWD Inspection Fee -._ ........................................................ 10,450.00 ......... 10,450.00 ................____. 10,450.00 10,450Cl .-- Water Meters Connection, Capacity and !ee!xE%. I..._.___._____....-” 288,405.00 288,405.00 ........ .--,--,, _I_ 2aa.405.00 2882,4 BONDS Accordia of Arizona ...---.---......-............................-...._-_.-_.............-- “.__. - ___.__.._ _-.._ ................................... _-- 522.50 522.50 522.50 52E _.._____.I..._-.^.. .-. .-...-..-.. -_ ....................... __ --.--I- _I-_ .........- __.I ._- ....--- ~ _-____.- ........ .--~-___- Mass Grading Grading and Erosion Control .I.-.- ”._._. .. -......-...-.-.....-.I_ .a58.00 164.046.69 57,296.69 57- 52E73.2 52.673.00 Melrose Drive Public improvements ____.-_x . __.... 52.673.00 52,673.00 ......................... I ......................................... FORMATION COSTS Carlsbad Deposit Asmt Dist Formation costs _________..... . 165,363.00 165,363.00 165,363.00 141.913.0t CONSTRUCTION ADMINISTRATION Construction Trailer City Staff 3.599.55 4,127.81 3.an.i 1 3.604.6: ._ ......-......._.._______.... -- Totals $31.182.472.31 $17.538.638.61 $17.327,44a.58 $14,351,1ao.3: s:Qproject\carlsbad\rancho carrillokngr reptsfmalrept 8-17.doc - revised August 20, 1998 Berryman & Heni, 0 jcFFREVM. COOPl Assessment Engin1 Education & Registrations M, S, C, E, University of California, Berksle y, 7 9 77 6. S. C. E., University of California, Berkeley, 1976 B.A. in Economics, W8shIngton State University, 1973 Registered Civil Engineer: California, 1980; Arizona, 1984; .Nevada, 1987 Professional Affiliations American Society of Civil Engineers California Wafer Pollution Control Federation American Water Works Association American Public Works Associafion €XPERIENCE Mr. Cooper has extensive professional consulting engineering experience providing management of planning, design, construction and inspection services for water resoun water, wastewater, general civil, and assessment district engineering projects. Mr. Cooper managing capital improvement projects, private projects and assessment districts. MANAGEMENT & FINANCE Mr. Cooper has more than 19 years of experience in project management and the formatioi all types of special financing districts. Mr. Cooper has served as District Engineer/Special ' Consultant for the formation and administration of Mello-Roos Community Facilities Districts numerous communities. He has served as District Assessment Engineer for the formatior districts under the authority of the Municipal lmprovement Acts of 1913 and 1931 Debt L Reports, Benefit Assessment Act of 1982, the Landscape and Lighting Act of 1972, and All 3.6 of the Government Code to form Fire Suppression Assessments for numer communities. Mr. Cooper is a registered Civil Engineer in the State of California, Arizona Nevada. Mr. Cooper's specific expertise in assessment engineering and Mello-Roos includes: Municipal improvement Act of 1973 excellent presentation and project management skills, developed through many year$ . Flood Protection Restoration Assessment District, San Joaquin Area Flood Control Age . Undergrounding Assessment District No. 63 (Newport Island), City of Newport Beach . Undergrounding Assessment District No. 64 (Channel Road), City of Newport Beach . Undergrounding Assessment District No. 72 (Balboa Coves), City of Newport Beach . McFadden Square Assessment District No. 59, City of Newport Beach . Summerhill Assessment District 90-1A, City of Lake Elsinore . Golden Lantern Assessment District 87-1, County of Orange . South Santa Fe Road Assessment District No. 90-1, City of Vista . Mission Valley HeightsIFriars Road Mission Center Acquisition District, City of San Diec . 4-S Ranch, County of San Diego . Valley Center Sewer District, County of San Diego Berryman & Henis 31 0 ~FFREY M. COW^ Assessment Engint b JoshuaNVest Main Street Assessment District No. 90-1, City of Hesperia . Sepulveda Boulevard Assessment District No. 92-1 , City of Carson . Arroyo Vista Assessment District No. 92-1, City of Desert Hot Springs . Assessment District No. 1993-1 Review, Mammoth County Water District LomaNia Escoia, City of Orange . Westminster Boulevard Assessment District No. 92-1 , City of Westminster , Landscape and Street Lighting Maintenance Districts (1972 Acts) . Proposition "A" - Los Angeles Countywide Park and Open Space Maintenance Dist Mountains Recreation and Conservation Authority, State of California Park Maintenance Districts, Los Angeles County Department of Parks & Recreation . County Landscape and Lighting District No. 1979-3 (LL-2), Contra Costa County . Open Space District No. 94-1 , Santa Clara County Open Space Authority Park and Open Space District, County of Sacramento . Districtwide Lighting and Landscape Maintenance District, Valley-Wide Recreation i Park District . Landscape Maintenance District No. 1, City of Clovis . Whiteface Development Open Space District, Rancho Simi Recreation and Park District . Citywide Lighting and Landscape Maintenance District, City of Rancho Palos Verdes . Citywide Landscape and Street Lighting Maintenance District, City of Lake Elsinore . 1-1 0 Corridor Beautification District Feasibility Study, San Bernardino Association Governments . Citywide Street Lighting District, City of Poway . Landscape Maintenance Districts No. 83-1 , 86-1 , 86-2, 86-3, 87-1, City of Poway . Citywide Street Lighting and Median Maintenance District, City of Stanton . Santee Town Center Landscape Maintenance District, City of Santee . Landscape Maintenance District, City of Santee . Urban Design Program Maintenance District, City of Beverly Hills . Citywide Landscape and Street Lighting Maintenance District, City of El Monte Citywide Landscape and Lighting Maintenance District, City of South Pasadena . Citywide Landscape and Lighting Maintenance District, City of Monrovia . Landscape and Street Lighting Maintenance District, City of Pomona . Citywide Landscape and Street Lighting District, City of Manhattan Beach . Landscape and Street Lighting Maintenance Districts, City of Tustin . Citywide Landscape and Street Lighting Maintenance District No. 1 , City of La Quinta . Citywide Street lighting and Landscape Maintenance District, City of Calimesa . Citywide Landscape Maintenance District, City of Vista . Park and Safety Lighting District, City of Palm Springs . Citywide Landscaping and Lighting District, City of Lawndale Library Services Assessments and Special Taxes . Community Facilities District No. 8 (Library Services), County of Los Angeles Public Lib1 . Additional Library Services Assessment District No. 96-2, City of Sacramento . Sacramento Public Library Community Facilities District No. 1996-01 1 County of Sacran- . . New Library and Carnegie Rehabilitation & Museum Assessment District, City of Alamec . Preliminary Library Services Assessment Feasibility Study, County of Los Angeles Pu Library Berryman & Hen@ 72 kREY M. COOPt Assessment Enginc 0 County Service Area Assessment for Library Services, El Dorado County Library * Library Services Special Tax, City of South Pasadena MeNo-Roos Community Facilities Districts . Community Facilities District No. 8 (Library Services), County of Los Angeles Pu Library . Community Facilities District No. 1996-01 (Sacramento Public Library), County Sacramento . Cottonwood Hills Community Facilities District No. 91-3, City of Lake Elsinore Summerhill Community Facilities District No. 91-2, City of Lake Elsinore . North Lake Elsinore Hills Community Facilities District No. 90-3, City of Lake Elsinore . Tuscany Hills Community Facilities District No. 90-2, City of Lake Elsinore . Scenic Ridge Community Facilities District No. 91-4, City of Lake Elsinore . Hacienda Drive/Buena Vista Creek community Facilities District No. 90-2, City of Vista . North County Square Community Facilities District No. 92-1, City of Vista . Belgate Community Facilities District No. 91-1, City of Hesperia . Gateway Community Facilities District No. 93-1 , City of Norco Public Safety Community Facilities District No. 93-1 , City of Desert Hot Springs Vehicle Parking District Act of 1943 . Analysis and Review of Existing Districts, City of Pomona Benefit Assessment Act of 1982 . Citywide Street Maintenance District, City of Vista . Citywide Street Maintenance District Feasibility Study, City of Westminster . Citywide Street Maintenance District Feasibility Study, City of Lawndale Fire Suppression Assessments . Fire Suppression Assessment, Ventura County Fire Protection District . Fire Suppression Assessment, City of Palos Verdes Estates . Fire Suppression Assessment, Bennett Valley Fire Protection District . Fire Suppression Assessment, City of lndio . Fire Suppression Assessment, Mid-Valley Fire Protection District . Fire Suppression Assessment, North County Fire Protection District . Fire Suppression Assessment, San Miguel Fire Protection District . Fire Suppression Assessment, City of Santa Fe Springs . Fire Suppression Assessment, Jenny Lind Fire Protection District . Fire Suppression Assessment, City of South Pasadena . Fire Suppression Assessment, City of Glendale Fire Department Fire Suppression Assessment, Coachella Fire Protection District . Fire Suppression Assessment, City of Covina Conference Presentations and Workshops . League of California Cities, Alternative Mechanisms for Fundina Public Safety Servic October 1993, San Francisco, CA National Recreation and Park Association Congress for Recreation and- Pa Successful Park Bond Acts, October 1993, San Jose, CA Berryman & Hen& '13 ~FFREY M. coopf Assessment Engine 0 California Library Association, Fallout From SB566 -- What's Next?, November 19 Oakland, CA Suppression Assessments, May 1993, San Jose, CA Districts, May 1993, Sacramento, CA B California and Pacific Southwest Recreation and Park Conference, Haw to Forn Landscaping and Liqhtinq District, February 1994, Anaheim, CA California Contract Cities Association, Cost Effective Public Works Proiects Can So Your City Money, May 1996, Palm Springs, CA . California Fire Chiefs Association/Fire Districts Association of California, I . California Association of Recreation and Park Districts, Landscape Maintenai . Berryman & Hen& 7 (l L a e JOAN E. CC Assessment Engint Education & Registrations 8. S. C. E., Magna Cum Laude, California Sfate Polytechnic Hydrology of Flood Control Seminar, San Diego Sfate University, 1986 Registered Civil Engineer: California, 1987, 41 965 Professional Affiliations American Society of Civil Engineers (Member, Newsletter Committee) American Public Works Associa tion Tau Beta Pi and Chi Epsilon (Engineering Honor Societies) Ufliversjty, Pomona, 1984 EXPERlENCE Ms. Cox has more then 15 years professional experience in the fields of hydrology ( hydraulics engineering, computer modeling for storm water systems, preparation of plz specifications and estimates for street and storm drain improvements, assessment dis Counties. Prior to joining Berryman and Henigar, Ms. Cox gained experience in both the public private sectors in the fields of Survey, Right-of-way, Transportation Engineering and Pu Works Construction Inspection. Ms. Cox currently supervises the Management and Finance Division in Berryman and Henig Santa Ana office and has participated in all aspects of Assessment Engineering proceedir including the formation of 1972 Act Landscaping and Lighting Maintenance Districts, 191 1 and 191 3 Act Assessment Districts, Fire Suppression Assessments, Mello-Roos Commu Facilities Districts and special tax districts. She has participated in special dis administration, Assessment District reapportionments and annual Auditor’s’ reports and annual renewal of maintenance districts for agencies throughout California. Ms. Cox’s project assignments have included the following: engineering and subdivision plan check services for cities in both Orange and Los Angt Municipal Improvement Act of 1911 and 1913 formations Assessment District No. 94-13 (Oak Creek), Irvine, CA Assessment District No. 97-16 (Northwest Irvine), Irvine, CA Flood Protection Restoration Assessment District, San Joaquin Area Flood Control Agency, Stockton, CA Assessment District No. 96-1 (Shalimar Drive Alleys), Costa Mesa, CA Ad Valorem Lighting District Historical Study, Tustin, CA Undergrounding Assessment District No. 63 (Newport Island), Newport Beach, CA Undergrounding Assessment District No. 64 (Channel Road), Newport Beach, CA Undergrounding Assessment District No. 72 (Balboa Coves), Newport Beach, CA Undergrounding Assessment District No. 71 (Balboa Boulevard), Newport Beach, CA Street Lighting Assessment District, Santa Monica, CA Westminster Boulevard Assessment District No. 92-1, Westminster, CA Golden Lantern Assessment District 87-1, County of Orange, CA Berryman & Hen4 L 7s JOAN€. CO Assessment Engine1 0 0 Gateway Specific Plan Assessment District, Norco, CA Sepulveda Boulevard Assessment District No. 92-1, Carson, CA 0 Manhattan Beach Boulevard Assessment District No. 92-1, Redondo Beach, CA Urban Design Program Assessment District, Beverly Hills, CA Assessment District No. 83-1 (Savi Ranch), Yorba Linda, CA Wulff Drive Assessment District, Villa Park, CA - LomaNia Escola District Feasibility Study, Orange, CA Mello-Roos Community Facilities Districts (CFD ’s) CFD No. 97-1 (Sunflower Avenue Utility Undergrounding), Costa Mesa, CA CFD No. 8 (Library Services), County of Los Angeles Public Library, CA CFD No. 96-1 (Bolsa Avenue Pedestrian Bridge, Westminster, CA Community Facilities District No. 1996-01 (Sacramento Public Library), County of Sacramento, CA a CFD No. 1996-1 (Strawberry Square Project), Gardena, CA CFD No. 88-1, Annual Auditor’s Report, Tustin Unified School District, Orange County, ( CFD No. 86-1 and 86-2 (Rancho Santa Margarita), Formation and District Administration, County of Orange, CA CFD 90-1, District Annexation Proceedings, Palmdale School District, CA Civic Center West CFD Facilities Review, Pasadena, CA Gateway Community Facilities District No. 93-1, Formation, Norco, CA Assessment District Services per Article XlllD of the State Constitution (Proposition 21 Proposition 218 Analysis of the City’s Taxes, Assessments and Charges, Indian Wells, ( Landscape and Lighting District No. 91-1, Indian Wells, CA Landscape, Lighting and Park Maintenance Assessment, Iwine, CA Park and Recreation Maintenance District, Jurupa Recreation and Parks District, Riverside County, CA Park Maintenance District, Monrovia, CA Lighting and Landscape Maintenance District, Tustin, CA Citywide Lighting and Maintenance District, West Covina, CA - Lighting and Landscape Maintenance District, ‘forba Linda, CA Fee Districts Flood Control Equalization Fee, San Joaquin Area Flood Control Agency, Stockton, CA Water Standby Charge Assessment, Three Valleys Municipal Water District, Los Angelt County, CA Vector Control Fee Assessment, Orange County Vector Control District, CA Vector Control Fee Assessment, Northwest Mosquito and Vector Control District, Riverside County, CA Street Sweeping and Sewer Maintenance Rate Study, Pomona, CA Sewer User Fee, Annual Auditor’s Report, Stanton, CA Locke Ranch Sewer Maintenance Charge, Annual Auditor’s Report, Yorba Linda Water District, Orange County, CA Sewer Maintenance District, Annual Auditor’s Report, Yorba Linda, CA Berryman & Hen& -3 JOAN E. CC Assessment Engine 0 e Special District Acquisition/Constructjon Administration Rancho Santa Margarita CFD No. 86-1, County of Orange, CA Rancho Santa Margarita CFD No. 85-2, County of Orange, CA Rancho Santa Margarita CFD No. 87-5 A-E, County of Orange, CA Cot0 de Caza CFD No. 87-8, County of Orange, CA Foothill Transportation Corridor District, Transportation Corridor Agency, Orange Count! Sepulveda Boulevard Assessment District No. 92-1 , Carson, CA Civic Center West CFD No, ‘I , Pasadena, CA Fire Suppression Assessments Fire Suppression Assessment District No. 22, Formation and Annual Auditor’s Report, Palos Verdes Estates, CA Fire Suppression Assessment, Coachella Fire Protection District, CA Fire Suppression Assessment, Ventura County Fire Protection District, CA Fire Suppression Assessment, Santa Fe Springs, CA Fire Suppression Assessment, Glendale Fire Department, CA Fire Suppression Assessment, South Pasadena, CA Fire Suppression Assessment, Mid-Valley Fire Protection District, CA Fire Suppression Assessment, Covina, CA Landscape and Lighting Assessment District (1 972 Act) Formations Proposition “A, Los Angeles County-wide Parks and Open Space Assessment District, Mountain Recreation and Conservation Authority, CA Park and Recreation Maintenance District, Jurupa Recreation and Parks District, Riverside County, CA Park Maintenance District, Los Angeles County Dept. of Parks and Recreation, CA Lighting and Landscape Maintenance District Consolidation, Yorba Linda, CA Whiteface Development Open Space District, Rancho Simi Recreation and Park District, Simi Valley, CA Citywide Lighting and Landscape Maintenance District, Rancho Palos Verdes, CA * 1-1 0 Corridor Beautification District Feasibility Study, San Bernardino Associated Governments, CA Lighting and Landscape Maintenance District Consolidation, Pomona, CA Lighting and Landscape Maintenance District Consolidation, Monrovia, CA Citywide Lighting and Landscape Maintenance District, South Pasadena, CA Citywide Lighting and Landscape Maintenance District, Santa Ana, CA Citywide Lighting and Landscape Maintenance District, El Monte, CA Urban Design Program Maintenance District, Beverly Hills, CA Citywide Landscaping and Lighting District Feasibility Study, Westminster, CA Citywide Lighting and Landscape Maintenance District, Yucaipa, CA 9 Citywide Landscaping and Lighting District, Lawndale, CA Park and Safety Lighting District, Palm Springs, CA Benefit Assessment Act of 1982 Citywide Street Maintenance District Feasibility Study, Westminster, CA Citywide Street Maintenance District Feasibility Study, Lawndale, CA Berryman & Heni 17 JOAN E. C8 Assessment Engine 0 a Maintenance District Annual Auditor's Reports Landscape and Lighting District No. 91-1, Indian Wells, CA Landscape, Lighting and Park Maintenance Assessment, Imine, CA Citywide Lighting and Landscape Maintenance District, Manhattan Beach, CA Lighting and Landscape Maintenance District, Pomona, CA Citywide Lighting and Maintenance District, Temple City, CA Citywide Lighting and Landscape Maintenance District, Rancho Palos Verdes, CA Lighting and Landscape Maintenance District, South Gate, CA Citywide Street Lighting Maintenance District, South Pasadena, CA Citywide Lighting and Landscape Maintenance District, Stanton, CA Lighting and Landscape Maintenance District, Tustin, CA Citywide Lighting District, La Palma, CA Landscape Maintenance District No. 1,2,3,5 and 7, Yorba Linda, CA Citywide Lighting District, Yorba Linda, CA Citywide Lighting and Landscape Maintenance District, Monrovia, CA Citywide Lighting and Lanascape Maintenance District, West Covina, CA Citywide Landscaping and Street Lighting District, Hermosa Beach, CA Special Tax Districts Fire Services Special Tax, County of Los Angeles Fire Department, CA Library Services Special Tax, County of Los Angeles Public Library, CA Police Services Special Tax, Stanton, CA Police Services Special Tax, Pomona, CA Fire Access Maintenance District (FAMD) Special Tax, Indian Wells, CA Library Services Special Tax, South Pasadena, CA Library Services Special Tax Administration, Pasadena, CA Protective Services Special Tax Administration, Stanton, CA Bridge and Thoroughfare Districts Highland Springs Avenue Bridge and Thoroughfare District, Banning, CA Vehicle Parking District Act of 1943 Analysis and Review of Existing District, Pomona, CA Beryman & Henis is 0 e :. : <.- ... R' A N 750 LAnlDll - mcommG mQuEs# BY e AND WHEN RECORDED MAIL TO: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: Finance Director (Space above for recorder’s use c SPECIAL, ASSESSMENT DISTRICT DISCLOSURE AGREEMENT THIS AGREEMENT entered into as of this - day of of Carlsbad, a municipal corporation (“City”) and WHEREAS, Developer or its predecessor in interest has petitioned the City Council of the City t initiate and the City has initiated proceedings for the formation of a special assessment district pursuant to the terms and provisions of the “Municipal Improvement Act of 191 3”, being Divisioi 12 of the Streets and Highways Code of the State of California, said special assessment district known and designated as ASSESSMENT DISTRICT NO 96-1 (RANCHO CARRILLO) (hereina, referred to as the “Assessment District”); and WHEREAS, the City has adopted policies relating to the utilization of Assessment District financing which require Developer to extinguish the lien on any parcel created as a result of the confirmation of the Assessment District prior to the close of escrow on the sale of such parcel to a residential home buyer unless Developer shall have provided full disclosure of the existence of the assessment lien, the amount thereof, the annual assessment installments, the duration of the assessment lien and such other information as may be required by the City, and has provided the residential home buyer with the option to (a) take title subject to the applicable Assessment Distric special assessment against their parcel, or (b) require the special assessment obligation to be discharged prior to the close of such escrow; and WHEREAS, the parties hereto have entered into this Disclosure Agreement to establish the terms and conditions which must be satisfied by Developer should it desire to allow residential home buyers to take title subject to the assessment obligation established for any parcel or parcels within the Assessment District. NOW, THEREFORE, IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES 1 , 1998 by and between the Ci (“Developer”). FOLLOWS: SECTION 1. SECTION 2. The above recitals are all true and correct. Developer owns property proposed to be subject to assessment obligations within the boundaries of the Assessment District. Developer’s property is describe1 and set forth in the attached, referenced and incorporated Exhibit “A”. XI SECTION 3. Th @ crow for the sale to any residential ho a uyer of any lot or parcel, including condominium unit, within the Assessment District shall not close or titlc such parcel be otherwise conveyed to such residential home buyer withgyf first, causing the assessment lien created as a result of the confirmation of the Assessm District, if any, on such parcel to be extinguished except as provided for herein below. An assessment lien on a parcel within the Assessment District proposed to be solc a residential home buyer need not be extinguished prior to the close of the escrow the sale or other conveyance to such residential home buyer if Developer shall ha\ given the residential home buyer a copy of the Notice of Assessment, the form of which is attached hereto as “Exhibit By’ and incorporated herein by this reference I such notice shall have been duly executed by the residential home buyer or buyers and deposited into escrow. SECTION 4. Developer shall incorporate the amount of assessment lien into the adverti sales price of the home and clearly disclose the pass-through option in any sales literature. Sales literature for this purpose shall not be deemed to include media advertising, billboards, signs or other like advertisements. SECTION 5. This obligation shall be binding on all heirs, assigns or successors-in-interr of the parties hereto, and the City shall cause a copy of this Agreement to be recorded in the Office of the County Recorder upon its execution. SECTION 6. Developer shall indemnify and hold harmless the City of Carlsbad from an claims arising out of Developer’s failure to adequately perform under the provisioi of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of , 1998. CITY OF CARLSBAD State of California CONTINENTAL RANCH, INC. By By: Claude A. Lewis Assistant Secretary Mayor ATTEST: Althea K. Rautenkranz City Clerk P- 0 EXHIBIT B 0 (SAMPLE - FOR ILLUSTFUTION PURPOSES ONLY) NOTICE OF SPECIAL ASSESSMENT AND PAYMENT OPTION ELECTION (Supplement to Escrow Instructions) THE PROPERTY WHICH BUYER IS PURCHASING IS SUBJECT TO A SIGNIFICANT ASSESSMENT WHICH IS IN ADDITION TO REGULAR PROPERTJ TAXES. THIS ASSESSMENT WILL AFFECT THE AMOUNT WHICH BUYER WIL BE REQUIRED TO PAY IN THE PURCHASE OF BUYER’S PROPERTY. YOU ARE URGED TO READ THIS NOTICE VERY CAREFULLY IN ORDER TO UNDERSTAI THE ASSESSMENT AGAINST THE PROPERTY. Name(s) of Buyer: Address of Property: Escrow Company: The escrow instructions relating to the sale and purchase of the above described properQ (the “Property”) are supplemented by the following as set forth herein. ASSESSMENT INFORMATION The City of Carlsbad (“City”) has formed a special assessment district pursuant to the provisioi of the ”Municipal Improvement Act of 191 3” to finance the acquisition or construction of certa public works of improvement which will benefit the properties within the assessment district. This assessment district is known and designated as ASSESSMENT DISTRICT NO. 96-1 (Rancho Carrillo) (the “Assessment District”). The public improvements to be financed through the Assessment District include: a Roadway improvements to Melrose Drive generally consisting of relocation of sewer mains, grading and paving of streets, installation of curbs, gutters, sidewalks, guardrail, signing and striping, storm drainage facilities, water, sewer and reclaimed water mains, riparian mitigation, landscaping of medians, parkwa and adjacent slopes and other appurtenant works; Roadway improvements to the intersection of Melrose Drive and Palomar Airpo Road generally consisting of left-turn pockets, acceleration and deceleration lane and median break; and a Bonds in the amount of $ described improvements. The bonds are secured by the assessments levied on property within have been issued to finance the construction of the above $3 the Assessment District. @ Property which you are purchasing is @ cated within the boundar of the Assessment District. The City has determined that the Property will receive a direct and special benefit from the improvements to be financed through the Assessment District and has levied an assessment against the Property in the total amount of $ . The assessment against the Propeq secured by a lien much like a home loan is secured by a deed of trust. When you purchase th Property, you will be solely responsible for the payment of the assessment. Prior to the close c escrow, you have the option to either (a) pay off the assessment obligation in semi-annual installments ("Option (a)") or (b) pay the entire assessment obligation at the close of escrow 01 the sale of the Property ("Option (b)") If you elect Option (a) the assessment on the Property will be collected in annual installments which will be included in the property tax bill for the Property. The annual installments are estimated to be $ years. the event you elect Option (b), the amount required to pay the assessment will be determined E the close of escrow. FAILURE TO PAY Should you fail to pay an assessment installment when due, the City may be required to initiatr judicial foreclosure proceedings against the Property in order to recover any delinquent assessment installments and the penalties which may be imposed for such a delinquency. In th event that the City is able to obtain a favorable court ruling in such foreclosure proceedings, th Property would be subject to foreclosure sale. per year to be collected for a maximum period of Should you have any questions regarding this Notice, please call WBS Government Finance Group (the District Administrator) at 1-800-676-7516 or the Finance Department of the Ciq of Carlsbad at (760) 434-2867. PLEASE INSURE THAT YOU HAVE THOROUGHLY READ AND UNDERSTAND THIS NOTICE BEFORE YOU PURCHASE THE PROPERTY. ................................................................................................................... RECEIPT, ACKNOWLEDGMENT AND OPTION ELECTION By signing this Notice, Buyer acknowledges that: 1. 2. The Property that Buyer is purchasing is located within the boundaries of the Assessmer District and is subject to a significant assessment against the Property. Buyer has had an opportunity to read and review this Notice, and has received a copy of this Notice prior to opening escrow for the purchase of the Property, or, if received after the opening of such escrow, with sufficient time for Buyer to make any reasonable inquiries that Buyer deems necessary regarding the assessment against the Property prio to the close of escrow. 8 c/ 0 0 3. Buyer hereby elects the following option (check one): (a) pay the assessment in annual installments estimated to be $ per year. (b) pay the entire assessment at one time at the close of escrow for the Property. The amount will be determined in escrow. 4. If Buyer elects Option (a), Buyer assumes the assessment against the Property, and will be solely responsible for the payment of such assessment and Seller shall have no liabil for such payment. Further Buyer agrees to the amount and purpose of the assessment c the Property and that Buyer forever waives any right of complaint or protest to the City Property. BUYER: pertaining to the nature, extent, duration and amount of the assessment against the Name (Please Print) Signatwe Date Name (Please Print) Signature Date A COPY OF THIS EXECUTED NOTICE OF SPECIAL ASSESSMENT SHALL BE PROVIDED TO THE FINANCE DIRECTOR OF THE CITY AT THE CLOSE OF ESCROW. Please mail executed copy to: Finance Director City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 s EXHIBIT 4 0 0 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: Finance Director (Space above for recorder's use onl AGREEMENT FOR FILING OF FINAL MAPS WITHIN ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) This Agreement is made and entered into this day of , 1998, t and between THE CITY OF CARLSBAD, a public agency of the State of California (the "City" and [SHEA HOMES], a (the "Property Owner 'I). RECITALS A. At the request of Property Owner's predecessor-in-interest, and for tl benefit of the property subject of this Agreement, the City is undertaking the formation of a speci assessment district under the terms and conditions of the "Municipal Improvement Act of 191: (the "1913 Act"), being Division 12 of the Streets and Highways Code of the State of Californi and the issuance of bonds pursuant to the "Improvement Bond Act of 1915" (the "1915 Act" being Division 10 of the Streets and Highways Code of the State of California, for the acquisitic of certain public improvements, together with appurtenances and appurtenant work within th jurisdictional limits of the City, said special assessment district known and designated i Assessment District No. 96-1 (Rancho Carrillo) (the "Assessment District"). B. Property Owner is the owner of certain real property (the "Property 'I) withi the Assessment District, as described in Exhibit "A" attached hereto. C. Upon formation of the Assessment District, assessments will be confirme with respect to the parcels of land within the Assessment District in accordance with a fin; engineer's report for the Assessment District (the "Engineer's Report") prepared by Berryman an Henigar (the "Assessment Engineer"). D. The Engineer's Report will identify an assessment ("Assessment") pe single-family detached residential lot ("Lot") anticipated to be developed within each of th 08-11-98 S:\l72\97120012.AG5 76 e 0 fourteen (14) villages proposed to be developed with single-family detached housing within Assessment District (each, a "Village"). The Assessment Engineer's determination of the num of Lots within a Village shall be based upon approved tentative or final subdivision maps at time of confirmation of the Assessments, or in the absence of such maps, upon the estima number of "Adjusted Planned Equivalent Dwelling Units" for such Village set forth in Exhib of the Engineer's Report. E. '~b City has apprvved Tentative Subdivision Map No. encompass Villages Map No. encompassing Villages within the Assessment District. within the Assessment District and is currently processing Tentative Subdivis F. The City's policy with respect to the Assessment District is th notwithstanding any possible subsequent reductions in the number of Lots to be developed witl a Village, as a result of subdivision, the Assessments shall remain substantially equivalent to thc projected in the Engineer's Report. Therefore, it is the intent of this Agreement, in conformar with such City policy, to ensure that at the time of filing of a final map with respect to a Village, the actual assessment on each Lot resulting from the subdivision shall be substantia equivalent to the Assessment described in the Engineer's Report. NOW, THEREFORE, for good and valuable consideration, the receipt of whi is hereby acknowledged, it is mutually agreed between the parties as follows: AGREEMENT 1. 2. The above Recitals are all true and correct. Prior to approval of each fml map creating Lots upon which single-famj detached dwelling units may be constructed and sold (a "Final Map") within a Village, t Assessment Engineer shall make a preliminary determination of the apportionment of assessme1 to each Lot to be created by the Final Map in accordance with the method and formula assessment spread set forth in the Engineer's Report, the provisions of Part 10.5 of the 1915 P and other applicable law (the "Preliminary Apportionment"). If the Preliminary Apportionme indicates that the assessment per Lot upon filing of the Final Map (the "Apportioned Assessmen1 would exceed the Assessment per Lot identified in the Engineer's Report for the Village by mc than 3 % , then prior to filing the Final Map, the Property Owners shall, as a condition of appro7 of such Final Map, pay the amount (the "Prepayment Amount") required to reduce t Apportioned Assessment (the "Adjusted Apportioned Assessments 'I) to an amount not greater dx the Assessment for each Lot projected in the Engineer's Report with respect to such Lots. b Final Map shall be approved unless and until the Property Owner pays the Prepayment Amour if applicable. The Prepayment Amount shall be calculated in accordance with Section 8766.5 the 1915 Act and other applicable law as follows: 2 08-11-98 S:\172\9712001Z.AG5 63 0 0 (i) determine the difference between the sum of the Apportion Assessment on all Lots and the Adjusted Apportioned Assessment; (ii) multiply the determined amount in (i) by the applicable redempti premium on the bonds of the Assessment District (the "Bonds") at the next call date a add the result to the amount deterrnined in (i); (iii) add to the result of (ii) an amount equal to interest accrued to t next call date of the Bonds with respect to the amount in (i), which date shall be the nc Bond interest payment date after the date of prepayment; (iv) add to the result of (iii) the amount of any delinquent installment principal and interest, together with penalties accrued, to the date of prepayment WI respect to the portion of the Assessment District to which the Final Map applies and a f for the costs of administering the prepayment and the advance redemption of Bonds, if an to determine the Prepayment Amount, subtract from the result in (j an amount equal to a credit for the reserve fund on the Bonds calculated in accordance WI Streets and Highways Code Section 8881, (v) Prepayment of the principal amount of the Assessment in increments of $5,000 or any portic thereof shall be permitted in accordance with the Bond documents. 3. Upon payment of the Prepayment Amount pursuant to Section 2 above ( upon a prepayment of assessment pursuant to Section 3 above, the City shall issue a revisc auditor's record showing the proportionate reduction in assessment installments and thereafter le\ subsequent installments at the reduced rate. The City shall also modify the assessment rc accordingly and record an addendum to the notice of assessment in accordance with applicab law. 4. Property Owner hereby agrees to provide written notice to any subsequel purchaser of all or any portion of the Property (other than the purchasers of homes) upon whic single-family detached dwelling units will be constructed advising such purchaser of the existenc of this Agreement and the condition of approval of each Final Map imposed pursuant to Sectic 2 of this Agreement. In addition, Property Owner shall cause each such purchaser to sign ar deliver to the City a written assignment and assumption of obligations under this Agreement in tl form attached hereto as Exhibit "B" . Such assignment and assumption agreement shall not I: effective until it is executed on behalf of the City by the City Manager or his designee. 5. This Agreement shall terminate with respect to any Lot created by a Fin; Map and such Lot created by a Final Map and such Lot shall be released and no longer be subjec to this Agreement without the execution or recordation of any further document upon filing of th Final Map and payment of the Prepayment Amount with respect to such Lot, if required. I 3 08- 1 1-98 S : \I 72\97120012.AG5 w e e addition, this Agreement shall terminate upon the filing of Final Maps with respect to all of Property. 6. The parties hereto intend that the Property Owner's burdens and obligatic under numbered paragraph 2 above constitute a covenant running with the land and that SI covenant shall be binding on all transferees of the subject property. 7. This Agreement shall be binding on all of the Property Owner's success and assigns. 8. This Agreement is executed by and between the parties hereto on the dl first hereinabove written. ATTEST: THE CITY OF CARLSBAD By: City Clerk Mayor APPROVED AS TO FORM: [SHEA HOMES], a By : By: City Attorney Name: Title: 4 08- 11 -98 S:\172\97120012.AG5 25-5 0 0 STATE OF CALIFORNIA 1 ) ss. COUNTY OF ) On befc me, , a notary public in and for said State, personally appear , personally known to me (or proved to me on the basis satisfactory evidence) to be the person(s) whose name@) islare subscribed to the within instrum( and acknowledged to me that he/she/they executed the same in his/her/their authorh capacity(ies), and that by his/her/their signature@) on the instrument the person(s), or the ent upon behalf of which the person@) acted, executed the instrument. WITNESS my hand and official seal. Signature (Ses STATE OF CALIFORNIA 1 ) ss. COUNTY OF 1 On befo me , , a notary public in and for said State, personally appear1 , personally known to me (or proved to me on the basis satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrume and acknowledged to me that he/she/they executed the same in his/her/their authorizc capacity(ies), and that by hidherheir signature@) on the instrument the person(s), or the enti upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Sea 08- 11-98 S:\172\97120012.AG5 70 0 a ASSIGNMENT AND ASSUMPTION AGaEEMENT Pursuant to an Agreement for Filing of Fi Maps Within Assessment District No. 96-1 (Rancho Carillo) dated , 1998 ( "Agreement") between the CITY OF CARLSBAD ("City") and [Shea Homes] , ("Assignor"), which Agreement is hereby incorporated herein by i reference, and for good and valuable consideration, receipt of which is hereby acknowledged, undersigned agree as follows: 1 - The assignment and assumption provid for under this Assignment and Assumption Agreement ("Assignment") is made together with 1 sale, transfer or assignment of all or a part of the property subject to the Agreement. The prope sold, transferred or assigned together with this Assignment is described in Exhibit "A" attacl. hereto and incorporated herein by this reference (the "Subject Property"). 2. Assignor hereby grants, sells, transfe conveys assigns and delegates to ("Assignee") all Assignor's rights, title, interest, benefits, privileges, duties and obligations arising under or frc the Agreement with respect to the Subject Property. 3. Assignee hereby accepts the foregoi assignment and unconditionally assumes and agrees to perform all of the duties and obligations Assignor arising under or from the Agreement as owner of the Subject Property and Assignor hereby released from all such duties and obligations. 4. The sale, transfer or assignment oft Subject Property and the assignment and assumption provided for under this Assignment are t subject of additional agreements between Assignor and Assignee. Notwithstanding any ten condition or provision of such additional agreements, the rights of the City arising under or frc the Agreement and this Assignment shall not be affected, diminished or defeated in any wa except upon the express written agreement of the City. 5. Assignor and Assignee execute tl. Assignment pursuant to Section 4 of the Agreement, and the City evidences its consent to tl Assignment by signing below. 08- 11 -98 S:\172\97120012.AG5 B- 1 73 0 0 IN WITNESS WHEREOF, the parties ha executed this Assignment on ASSIGNOR: [SHEA HOMES], a By : Name: Title: ASSIGNEE: By: Name: Title: - The hereby consents to this Assignment APPROVED AS TO FORM: City Attorney CITY: CITY OF CARLSBAD By: Its: City Manager 08-11-98 S: \172\97120012.AG5 B-2 93 0 0 EXHIBIT A DESCRIPTION OF SUBJECT PROPERTY 08- 11 -98 94 S:\172\97120012.AG5 EXHIBIT ! 0 OFFICIAL ASSESSMENT BALLOT CITY OF CARLSBAD (RANCHO CARRILLO) Continental Homes 12230 El Camino Real, Suite 300 San Diego, CA 92130 ”. IZUU C;arist)au village Driv Carlsbad, CA 92008 ASSESSMENT DISTRICT NO. 96-1 Name and address of record owner: Parcel Identification - Assessor‘s Parcel Numbers: 2 1 5-03 1 -04 22 1 -0 12-09 222-01 0-02 222-0 12-09 221 -01 0-1 8 221 -01 2-1 2 222-01 1-05 222-01 2-02 221-012-08 221-012-13 222-01 1-06 Villages: A, 6, C, D, E, F, G, H, J, K, L, M, N, 0, P, Q, R, S and T Aggregate assessment for all parcels = $22,~ 5,000.00 CERTIFICATION OF ENTITLEMENT TO COMPLETE AND SUBMIT ASSESSMENT BALLOT: To be entitled to complete and submit this assessment ballot, the person completing and submitting this assessment ballot must be the record owner of the property identified above ( the representative of the record owner of such property who is legally authorized to complete and submit this assessment ballot for and on behalf of such record owner. The undersigned certifies under penalty of perjury that he/she is entitled to complete and sut this assessment ballot. )Iw/p 4. cor- Print name of person completing assessment . -Aft m Signafure of person completing assessment ballot THIS ASSESSMENT BALLOT WILL NOT BE TABULATED UNLESS THE ABOVE CERTIFICATION IS EXECUTED BY THE PERSON COMPLETING THIS ASSESSMENT BALLOT. To complete this assessment ballot, you must fil/ in or clearly mark only one of the squares below. Filling in or otherwise marking both squares will void this assessment ballot. ASSESSMENT BALLOT QUESTION: Do you approve the assessment of the above identified property as proposed? p YES NO Upon completion place the assessment ballot in an envelope and mail or deliver the assessment ballot to the City Clerk at the address shown above pursuant to the instructions enclosed with this assessment ballot. s \$project\carlsbad\rancho carrillo\notice\noticel doc Assessment Ballot - Page 1 I $4 0 ORDEROFPROCED- 0 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. %-1 (RANCHO CARRILLO) DATE OF PUBLIC HEARING: SEPTEMBER I, 1998 PUBLIC HEARING FOR CONSIDERATION: HEARING REQUIRED PURSUANT TO' MUNICIPAL IMPROVJEMENT ACT OF 1913, SPECIAL ASSESSMENT, LIMITATIONS MAJORITY PROTEST ACT OF 1931, ARTICLE 3 OF TEE CONSTITUTION OF T)IE STATE CALIFORNIA, AND THE PROPOSITION218 OMNI IMPLEMENTATION ACT Mayor: Announce that &is is the time and place fmed for the public hearing perta to the Resolution of Intention, Assessment Engineer's Report, pro1 assessments and all other matters relating to ASSESSMENT DISTRICT 96-1 (RANCHO CARRILLO). Announce that all assessment ballots must be received by the City Clerk to the closing of the public hearing. Announce that notice of the Public Hearing has been given in the manne form as required by law and that a Certificate of Compliance is 01 certifyiig the following: city Clerk - aterials to the record owne ict Staff or Assessment boundaries of Assessment District. Engineer - Present and summarize Assessment Engineer's Report. - Describe extent of works of improvement proposed to be acquired a - Explain method and formula of assessment spread. - Make recommendation as to any modifications necessary in the assessr or prodigs. END OF PRESENTATION - OPEN FOR PUBLIC DISCUSSION / Order of Procedure 0 0 City of Carlsbad Assessment District No. 96-1 (Rancho Carrillo) Page Two Mayor: ASK EACH SPEAKER TO IDENTIFV THEMSELVES AND TI. PROPERTY. First, ask to hear from anyone who wishes to speak against the acquisitic the improvements, the Assessment District, or the method of spread o proposed assessments. Then, ask to hear from anyone who wishes to speak in favor 0, proceedings. After all public testimony has been received, announce that all assess1 --T ballots must be received by tkfity m rk prior to the close of the DI ,hearing. [Allow time for submission of any final assessment ballots] Declare the public hearing closed. Announce that all assessment ballots must have b- at this time and that no more assessment baIm ubmitted. - Tabulate the assessment ballots and complete certification. - Repoa on the tabulation of the assessment ballots received pursuan Article XmD. -9- City Clerk city Council: Discussion. IF THE ASSESSMENT BALLOT TABULATION REVEALS THAT A MATOW PROTEST HAS BEEN FILED PURSUANT TO ARTICLE m The City Council should entertain a motion to direct the preparation of a resolution abandoning ' proceedings. 7 Order of Procedure e e City of Carlsbad Assessment District No. 96-1 (Rancho Carrillo) Page Three IFTHEBALLOTTABULATIONREVEALSTHATAlMkJORTTYPROTESTRAS! BEEN~~PURSUANTTOARTICLExmD~TaE~~CO~C~~~ PROCEED WITH THE MlRMATION OF THE ASSESSMENT DISTRIC’R City Council: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORl DECLARING THE RESULTS OF THE ASSESSMENT BALLOT TABULATION, CONFIRM THE ASSESSMENT, ORDERING THE ACQUISITIONOF IMPROVEMENTS, TOGETHER W APPUR”ENANCE?S, AND APPROVING THE ASSESSMENT ENGINEER’S REPORT ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFOR1 AUTHORIZING ISSUANCE OF BONDS AND APPROVING TME FORM OF CERTAIN BC DOCUMENTS FOR ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) Adopt the following resolutions: 1 e -..J -._. n, uiry VI uai iauau 1200 Carlsbad Village Drive@ Carlsbad, CA 92008 OFFICIAL ASSESSMENT BALLOT CITY OF CARLSBAD (RANCHO CARRILLO) Continental Homes 12230 El Camino Real, Suite 300 San Diego, CA 92130 ASSESSMENT DISTRICT NO. 96-1 Name and address of record owner: Parcel Identification - Assessor's Parcel Numbers: 2 1 5-03 1 -04 221-012-09 222-01 0-02 222-01 2-09 221-010-18 221 -01 2-1 2 222-01 1-05 222-01 2-02 22 1 -0 1 2-08 221 -012-1 3 222-01 1-06 Villages: A, 8, C, Dl E, F, G, HI J, K, L, M, N, 0, P, Q, R, S and T Aggregate assessment for all parcels = $2231 5,000.00 CERTIFICATION OF ENTITLEMENT TO COMPLETE AND SUBMIT ASSESSMENT BALLOT: To be entitled to complete and submit this assessment ballot, the person completing and submitting this assessment ballot must be the record owner of the property identified above or the representative of the record owner of such property who is legally authorized to complete and submit this assessment ballot for and on behalf of such record owner. The undersigned certifies under penalty of perjury that he/she is entitled to complete and subn this assessment ballot. ' -kt m )IW/J A. cor- Signahre of person completing assessment ballot Print name of person completing assessment b; THIS ASSESSMENT BALLOT WILL NOT BE TABULATED UNLESS THE ABOVE CERTIFICATION IS EXECUTED BY THE PERSON COMPLETING THIS ASSESSMENT BALLOT. To complete this assessment ballot, you must fill in or clearly mark only one of the squares below. Filling in or otherwise marking both squares will void this assessment ballot. ASSESSMENT BALLOT QUESTION: Do you approve the assessment of the above identified property as proposed? p YES 0 NO Upon completion place the assessment ballot in an envelope and mail or deliver the assessment ballot to the City Clerk at the address shown above pursuant to the instructions enclosed with this assessment ballot. s.\$project\carlsbad\rancho carnllo\notice\notwl doc Assessment Ballot - Page 1 of 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 RESOLUTION NO. 98-290 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, DECLARING THE RESULTS OF THE ASSESSMENT BALLOT TABULATION, CONFIRMING THE ASSESSMENT, ORDERING THE ACQUISITION OF IMPROVEMENTS, TOGETHER WITH APPURTENANCES, AND APPROVING THE ASSESSMENT CARRILLO) ENGINEERS REPORT IN ASSESSMENT DISTRICT NO. 96- 1 (RANCHO WHEREAS, the CITY COUNCIL of the CITY OF CARLSBAD (the “City”), CALIFORNIA, has previously adopted its Resolution of Intention and initiated proceedings the acquisition of certain public works of improvement, together with appurtenances and appurtenant work, in a special assessment disttlct pursuant to the terms and provisions of the “Municipal Improvement Act of 1913”, being Division 12 of the Streets and Highways Codc the State of California (the “Improvement Act”), said special assessment district known and designated as ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) (hereinafter referred to as the “Assessment District”); and, WHEREAS, pursuant to said Resolution of Intention, a report of the Assessment Engineer (the “Assessment Engineer’s Report”), as therein ordered and as required by the Improvement Act, Article XIIID of the Constitution of the State of California (“Article XI11 and the Proposition 21 8 Implementation Act (Government Code Section 53750 and followi (the Improvement Act, Article XIIID and the Implementation Act are referred to herein collectively as the “Assessment Law”), was presented, considered and approved; and, .WHEREAS, the Assessment Engineer’s Report, as preliminarily approved, was prepared and contained all the matters and items called for pursuant to the provisions of the Assessment Law, including the following: A. B. The plans and specifications for the improvements proposed to be acquirec The Assessment Engineer’s estimate of the itemized and total costs and expenses of the acquisition of the improvements and of the incidental expc in connection therewith: c/ 1) 1 I/ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 C. The diagram showing the Assessment District, and also the boundaries and dimensions of the respective subdivisions of land within said Assessment District. each of which subdivisions have been given a separate number upon said diagram: The proposed assessment upon the several subdivisions of land in the Assessment District, in proportion to the estimated special benefits to be D. received by such subdivisions, respectively, from the improvements to be acquired, and of the incidental expenses thereof; The description of the improvements to be acquired; and, E. WHEREAS, notices of said hearing accompanied by assessment ballot materials were regularly mailed in the time, form and manner required by the Assessment Law and as evidenced by a certificate on file with the transcript of these proceedings, a full hearing has been given and, at this time, all assessment ballots submitted pursuant to the Assessment Law have been tabulated, all in the manner provided by the Assessment Law; and, WHEREAS, at this time this City Council determines that the assessment ballots received by the District in favor of the proposed assessment and weighted as required by the Assessment Law exceeded the assessment ballots received in opposition to the assessment an( similarly weighted and, therefore, a majority protest pursuant to the Assessment Law does not exist; and WHEREAS, this legislative body is now satisfied with the assessment and all matters contained in the Assessment Engineer’s Report as now updated and submitted. NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED AS FOLLOWS: Section 1. The above recitals are all true and correct. 52- 2; I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 I 18 79 20 21 ~ I 22 ! 23 1 24 I 25 1 26 1 27 1 28 ~ i i 0 e ASSESSMENT BALLOT TABULATION Section 2. The assessment ballots submitted pursuant to the Assessment Law in favor of the assessment and weighted as required by the Assessrnent Law exceed the assessment ballots submitted in opposition to the assessment and similarly weighted and it is therefore determined that a majority protest pursuant to Assessment Law does not exist. SPECIAL BENEFITS RECEIVED Section 3. Based upon the Assessment Engineer’s Report and the testimony and other evidence received at the public hearing, it is hereby determined that: A. All properties within the boundaries of the Assessment District receivt a special benefit from the works of improvement as proposed to be acquired for said Assessment District; The proportionate special benefit derived by each parcel proposed to be assessed has been determined in relationship to the entirety of the cost of the acquisition of the works of improvement; No assessment is proposed to be imposed on any parcel which exceed the reasonable cost of the proportional special benefit to be conferred on such parcel; Only special benefits have been assessed; and Parcels within the Assessment District which are owned or used by ai agency as such term is defined in Article XIIID, the State of Californ or the United States of America have not been exempted from assessment. B. C. D. E. PUBLIC INTEREST AND CONVENIENCE Section 4. The public interest and convenience require the acquisition of the improvements, and therefore it is hereby ordered that the improvements be acquired. togethe] with appurtenances and appurtenant work in connection therewith, in said Assessment Distrii _I_ \ 11 3 1 2 3 I 41 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 I 25 26 27 28 0 0 as set forth in the Resolution of Intention previously adopted and as set forth in the Assessmei Engineer’s Report presented and considered, and as now approved ASSESSMENT ENGJNEERS REPORT Section 5. The Assessment Engineer’s Report, as now submitted. updated and amended as appropriate, is hereby approved and said Report shall stand as the report as required by the Assessment Law for all future proceedings for this Assessment District. CONFIRMATION OF ASSESSMENT Section 6. The assessments, as now filed in the Assessment Engineer’s Report a diagram for the improvements to be acquired, together with appurtenances and appurtenant work in connection therewith, are hereby confirmed. The assessments contained in the Assessment Engineer’s Report are hereby levied ar approved as follows: A. The final assessments to represent the costs and expenses to finance acquisiti of the works of improvement, as authorized for these proceedings. B. The annual assessment to pay for administrative costs in an amount not to exceed the maximum annual assessment as set forth in the Assessment Engineer’s Report. RECORDATION OF ASSESSMENT Section 7. The City Clerk shall forthwith deliver to the Superintendent of Stree the assessment, together with the diagram attached thereto and made a part thereof. as confirmed, with his certificate of such confirmation attached and the date thereof; and that SE Superintendent of Streets shall then immediately record said diagram and assessment in his Office in a suitable book to be kept for that purpose and attach thereto his certificate of the d; of such recording COUNTY RECORDER NOTICE Section 8. Upon confirmation of the assessments and recordation of the assessment roll and diagram. a certified copy of the assessment diagram shall be immediate1 J/ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 e filed in the Office of the County Recorder. Immediately thereafter, a copy of the notice of assessment shall be recorded in the Office of the County Recorder in the manner and form as set forth by law and specifically Section 3 1 14 of the Streets and Highways Code of the State o California. MAILED NOTICE Section 9. That upon recordation of the diagram and assessment, a notice shall b mailed to each owner of real property within the Assessment District at his last known addres: as said address appears on the last equalized tax rolls of the County, said notice to set forth a statement containing a designation of the property assessed, as well as the amount of the final confirmed assessment, and further indicating that bonds will be issued pursuant to the "Improvement Bond Act of 19 15". PUBLICATION Section 10. Notice shall also be given by publication in the designated legal newspaper, said notice setting forth the amount of the final assessment and indicating that sai' assessment is now due and payable, and further indicating that if said assessment is not paid within the allowed thirty (30) day cash collection period, bonds shall be issued as authorized law. ASSESSMENT COLLECTION Section 11. The County Auditor is hereby authorized and directed, in accordance with the provisions of Section 8682 of the Streets and Highways Code of the State of California, to enter into his assessment roll on which property taxes will next become due. opposite each lot or parcel of land affected, in a space marked "public improvement assessment" or by other suitable designation, the next and several installments of such assessment coming due during the ensuing fiscal year covered by the assessment roll and tha said entry then shall be made each year during the life of the bonds for the proceedings for tk above-referenced Assessment District. This authorization is continual until all assessment obligations have been discharged and the bonds terminated. .\ 5: 1 2 3 41 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 e As an alternate. and when determined to be in the best interests for bondholders of tl Assessment District, this legislative body may. by Resolution, designate an official other thz the County Tax Collector or other agent to collect and maintain records of the collection of 1 assessments, including a procedure other than the normal property tax collection procedure. In accordance with the provisions of Section 8685 of the Streets and Highways Cod any lot or parcel of land affected by any assessment is not separately assessed on the tax rol that the installment of the assessment to be collected can be conveniently entered thereon, t, the Auditor shall enter on the roll a description of the lot or parcel affected. with the name o the owners, if known, but otherwise the owners may be described as "unknown owners", an extend the proper installment opposite the same. ASSESSMENT VERIFICATION STATEMENT Section 12. The County Auditor shall, within 90 days after any special assessm installment becomes delinquent. render and submit a detailed report showing the amounts o the installments. interest, penalties and percentages so collected, for the preceding term and installment date, and from what property collected, and further identify any properties whic are delinquent and the amount and length of time for said delinquency, and further set forth statement of percentages retained for the expenses of making such collections. This reques! specifically made pursuant to the authorization of Section 8683 of the Streets and Highway! Code of the State of California. ASSESSMENT DISTRICT FUNDS Section 13. The Finance Director is hereby authorized at this time, if not previously done, to establish the following funds as necessary €or the payment of costs and expenses and administration of the proceedings for this Assessment District: A. IMPROVEMENT FUND: All monies received from cash collections. proceeds from the sale of bonds and applicable contributions shall be placed into the Improvement Fund. 6 1 f/ 1 2 3 4 5 6 7 8 11 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 B. RESERVE FL’ND: All monies as designated to assist in the payment of delinquencies shall be placed into the Reserve Fund. C. REDEMPTION FUND: All monies received from the payment of assessments shall be placed in the Redemption Fund. For particulars as to the administration and handling of the Funds, the specific terms and conditions shall be set forth in a Bond Indenture to be approved by the subsequent adopti of a Resolution Authorizing the Issuance of Bonds. APPROVED and ADOPTED this lSt day ofSeptember, 1998. \\ ’ I? ’/ &/k&p ’CLAUDE A. LEWIS, c Mayor ATTEST: KAREN R. KUNDTZ, Assistant City Clerk I ‘2 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 I 27 28 i I 0 0 RESOLUTION NO. 98-291 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING ISSUANCE OF BONDS AND APPROVING THE FORM OF CERTAIN BOND DOCUMENTS FOR ASSESSMENT DISTRICT NO. 96- 1 (RANCHO CARRILLO) WHEREAS, the CITY COUNCIL of the CITY OF CARLSBAD, CALIFOI conducting proceedings for the acquisition and construction of certain public improvements in assessment district pursuant to the terms and provisions of the "Municipal Improvement Act being Division 12 of the Streets and Highways Code of the State of California, said special a! district known and designated as ASSESSMENT DISTRICT NO. 96-1 (RANCHO CAM' "Assessment District"); and, WHEREAS, this legislative body has previously declared in its Resolution of Ir issue bonds to finance the acquisition and construction of such improvements, such bonc pursuant to the terms and provisions of the "Improvement Bond Act of 1915", being Divi such Code (the "Bond Act"); and, WHEREAS,. at this time this legislative body desires to set forth the general conditions relating to the authorization, issuance and administration of such bonds; and. WHEREAS, there has been presented, considered and ready for approval the form indenture setting forth the terms and conditions relating to the issuance and sale of bonds; anc WHEREAS, there has also been presented for consideration by this legislative bod Bond Purchase Contract authorizing the sale of bonds to Stone & Youngberg, LLC. the underwriter: and, WHEREAS, there has also been presented for consideration by this legislative bod Preliminary Official Statement containing information including but not limited to the District and the type of bonds, including terms and conditions thereof; and. WHEREAS, this legislative body hereby further determines that the unpaid asses: be specifically in the amount as shonn and set forth in the Certificate of Paid and Unpaid X 5 :., I;. 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 as Certified by and on file with the Finance Director, and for particulars as to the amount of saic assessments, said Certificate and list shall control and govern. NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED, AND OR1 AS FOLLOWS: RECITALS SECTION 1. SECTION 2. Recitals. The above recitals are true and correct. Bonds Authorized. Pursuant to the Bond Act, this Resolution and tl Indenture (hereafter defined), limited obligation improvement bonds of the City for the As: District designated as “City of Carlsbad Assessment District No. 96-1 [Rancho Carrillo) Obligation Improvement Bonds” (the “Bonds”) in an aggregate principal amount not to ex unpaid assessments are hereby authorized to be issued, sold and delivered. The date. m payment, interest rate or rates. interest payment dates, denominations, form, registration pi manner of execution, place of payment, terms of redemption and other terms, covenants and CI of the Bonds shall be as provided in the Bond Indenture as executed. SECTION 3. Authorization and Conditions. The City Manager, the Finance Dire such other official of the City as may be designated by the City Council, or any of them “Authorized Officer”), are hereby authorized and directed to execute and deliver the various ds and instruments described in this Resolution with such additions and changes as the Authorize deems advisable, provided that no additions or changes shall authorize an aggregate princip: of Bonds in excess of the unpaid assessments. The approval of such additions or changer conclusively evidenced by the execution and delivery of such documents or instrumer Authorized Officer, upon consultation with and review by the City Attorney and Brown Diw & Brewer LLP, the City’s bond counsel. Bond Indenture. The form of Bond Indenture with respect to the presented to this City Council and on file with the City Clerk is hereby approved. The ! SECTION4. Officer is hereby authorized and directed to cause the same to be completed and executed or the City. subject to Section 3 above. $j 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 SECTION 5. Official Statement and Continuing Disclosure Aereement. The City CI hereby approves the form of the Preliminary Official Statement as presented to this City Count on file with the City Clerk describing the financing described therein, together with any changes t or additions thereto deemed advisable by the Authorized Officer. Pursuant to Rule 15~2- 12 unc Securities Exchange Act of 1934 (the "Rule") the Authorized Officer is authorized to determine the Preliminary Official Statement is deemed Enal, and the Authorized Official is hereby autt and directed to provide written certification thereof. The execution of the final Official Stat which shall include such changes and additions thereto deemed advisable by the Authorlzed ( pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement City. The Council hereby authorizes the distribution of the final Official Statement by the purch the Bonds. The form of Continuing Disclosure Agreement as presented to this City Council and with the City Clerk is hereby approved. The Authorized Officer is hereby authorized and dire cause the same to be completed and executed on behalf of the City, subject to Section 3 above. SECTION 6. Sale of Bonds. This City Council hereby authorizes and approves the the Bonds by negotiation to Stone & Youngberg LLC (the "Underwriter"). The form of thc Purchase Agreement as presented to this City Council and on file with the City Clerk is approved and the Authorized Officer is hereby authorized and directed to execute the Bond P Agreement on behalf of the City upon the execution thereof by the Underwriter, subject to St and further subject to the following conditions that: the aggregate principal amount of the t equal to the unpaid assessments within the Assessment District, the underwriter's discount d exceed 1.7 percent (1.7%) and the interest rate on the bonds shall not exceed 8 percent (8%) per SECTION7. Bonds PreDared and Delivered. Upon the execution of the Bond P Agreement, the Bonds shall be prepared, authenticated and delivered, all in accordance v applicable terms of the Bond Act and the Bond Indenture. and the Authorized Officer ar responsible City officials are hereby authorized and directed to take such actions as are required I ri f 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 the Bond Purchase AFeement and the Bond Indenture to com lete all actions required ts evide delivery of the Bonds upon the receipt of the purchase price thereof from the Underwriter. P SECTION 8. Annual Assessment Installments. A copy of the resolution confirm assessments, which assessments shall constitute the security for the Bonds, shall be deliverec Finance Director, and the Finance Director shall keep or cause to be kept the record shou several installments of principal and interest on the assessments which are to be collected e: during the term of the bonds. An annual portion of each reassessment, together with annual int said reassessment, shall be payable in the same manner and at the same time and in tl installment as the general property taxes of the County of San Diego and shall be payable and delinquent at the same time and in the same proportionate amount. Each year the annual inst; shall be submitted to the County Auditor for purposes of collection. SECTION 9. Covenant to Initiate Foreclosure Proceedings. This legislative bo1 further specifically covenant for the benefit of the bondholders to commence and pros' completion foreclosure actions regarding delinquent installments of the assessments in the within the time limits and pursuant to the terms and conditions as set forth in the Bond Inde submitted and approved through the adoption of this Resolution. SECTION 10. Actions. All actions heretofore taken by the officers and agents of with respect to the establishment of the Assessment District and the sale and issuance of the t hereby approved, confirmed and ratified, and the proper officers of the City are hereby authoi directed to do any and all things and take any and all actions and execute any and all cei agreements, contracts, and other documents, which they, or any of them, may deem necc advisable in order to consummate the lawful issuance and delivery of the Bonds in accorda Bond Act, this Resolution, the Bond Indenture, the Bond Purchase Agreement, the Cc Disclosure Agreement. and any certificate, agreement, contract, and other document describ documents herein approved. ; .$ 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 SECTION 11. Effective Date. This resolution shall take effect from and after lts adopt APPROVED and ADOPTED this iSt day o&ptP-. 1998. ATTEST: KAREN R. KUNDTZ, Assistant City Clerk I f3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 RESOLUTION NO. 98-292 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE FORM OF CERTAIN AGREEMENTS FOR ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRTLLO) WHEREAS, the CITY COUNCIL of the CITY OF CARLSBAD, CALIF0 conducting proceedings for the acquisition and construction of certain public improvements ir assessment district pursuant to the terms and provisions of the “Municipal Improvement Act being Division 12 of the Streets and Highways Code of the State of California, said special a district known and designated as ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRI “Assessment District”); and, WHEREAS, this legislative body has previously declared in its Resolution of Ir issue bonds to finance the acquisition and construction of such improvements, such bond pursuant to the terms and provisions of the “Improvement Bond Act of 19 15”, being Divi: such Code (the “Bond Act”); and, WHEREAS, at this time this legislative body desires to set forth the general i conditions relating to the authorization, issuance and administration of such bonds and as: and, WHEREAS, there has been presented, considered and ready for approval the form of Assessment District Disclosure Agreement and an Agreement for the Filing of Final Mal Assessment District No. 96- 1 (Rancho Carrillo). NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED, AND 01 AS FOLLOWS: RECITALS SECTION 1. The above recitals are true and correct. SECTION 2. The City Manager, the Finance Director, and such other official of the may be designated by the City Council, or any of them (each an “Authorized Officer”), are he1 authorized and directed to execute and deliver the documents described in this Resolution wit1 additions and changes as the Authorized Officer deems advisable. The approval of such addit I oq 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 a 0 changes shall be conclusively evidenced by the execution and delivery of such docur Authonzed Officer, upon consultation with and review by the City Attorney. SECTION 3. The form of the Special Assessment District Disclosure Agreem Agreement for the Filing of Final Maps Within Assessment District No. 96-1 (Rancha hereby approved. The Authorized Officer is hereby authorized and directed to cause tht completed and executed on behalf of the City, subject to Section 2 above. APPROVED and ADOPTED this 2 day of ATTEST: NZ, City Clerk KAREN R. KUNDTZ, Assistant City Clerk ) 65 I. July 14, 1998 Continental Homes 12230 El Camino Real, Suite 300 San Diego, CA 92130 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) The City Council of the City of Carlsbad has initiated proceedings to consider the formation an assessment district designated as Assessment District No. 96-1 (Rancho Carrillo) (tt "Assessment District") to finance the construction of roadway improvements to Melrose Dri\ from its existing northern termination north of Alga Road to Palomar Airport Roa improvements to Palomar Airport Road approximately 1,000 feet east and 700 feet west of tt Melrose Drive intersection, sewer mains, water mains and reclaimed water mains and pressui reducing station along the roadway improvements, riparian mitigation for the roadwc improvements, relocation of sewer mains and grading for expansion of Poinsettia Lani together with appurtenances and appurtenant work which will specially benefit the propertie within the boundaries of the proposed assessment district. The City Council has scheduled a public hearing to receive testimony either in favor of or 1 opposition to the proposed assessment. The public hearing will be held in the Counc Chambers at 1200 Carlsbad Village Drive, Carlsbad, California, on the following date and at th following time: Public Hearing: September I, 1998 6:OO PM Enclosed with this letter you will find a copy of the formal legal notice of this public hearing. Thi notice contains important information regarding the rights of the record owners of propert located within the proposed assessment district to be heard regarding the formation of tht proposed assessment district and the imposition of assessments and to register their suppor for or opposition to such assessments. It is recommended that you read this noticc caref u Ily . The record owners of property subject to the imposition of an assessment also have the right tc express their support of or opposition to the proposed assessment through an assessmen ballot procedure. In order to comply with this assessment ballot procedure, an assessment ballot and other materials described below are being forwarded to you as one of the recorc owners of property within the assessment district to enable you as such an owner to exercise your right to submit your assessment ballot pertaining to the proposed assessment. Thc enclosed Notice of Public Hearing contains important information regarding the procedure for submitting an assessment ballot. 1200 Carlsbad Village Drive Carlsbad, CA 92008-1 989 (760) 434-2867 e FAX (760) 434-81 6c 0 e Continental Homes July 14, 1998 Page Two The City will be authorized to form the assessment district and impose the assessments only a majority of the assessment ballots submitted are in favor of the levy of the assessments. Tt assessment ballots will be weighted based upon the amount of the assessment proposed to t levied against individual parcels. THEREFORE, WHETHER YOU ARE IN FAVOR OF 0 OPPOSED TO THE ASSESSMENT, IT IS EXTREMELY IMPORTANT THAT ALL RECOR OWNERS COMPLETE AND SUBMIT THEIR ASSESSMENT BALLOTS TO THE CITY S THAT YOUR SUPPORT OF OR OPPOSITION TO THE ASSESSMENT WILL @ TABULATED. Enclosed in this package you will find the following documents to assist you as the recor owner of property subject to a possible assessment in exercising your right to submit a assessment ballot regarding this proposed assessment: 1. Notice of Public Hearing 2. Instructions Regarding Submission of Assessment Ballots 3. Official Assessment Ballot In order for your assessment ballot to be tabulated, it must be completed as described in th instructions and received either by mail, or in person, at the address of the City Clerk set fort below, on or prior to 500 p.m. on September 1, 1998 (if mailed) or at the public hearing to b held on September I, 1998 (if delivered in person) at the address set forth in the enclose notice prior to the conclusion of the public hearing. PLEASE NOTE THAT POSTMARKS ARE NOT ACCEPTED. Should you have any questions regarding this letter, the assessment ballot package, or th assessment ballot procedure, please call Lisa Hildabrand, City of Carlsbad Finance Director, a Sincerely, (760) 434-2867. Si ; LISA HILDABRAND Finance Director LH:shk Enclosures (3) 0 NOTICE OF PUBLIC HEARING CITY OF CARLSBAD (RANCHO CARRILLO) 0 ASSESSMENT DISTRICT NQ, 96-1 RESOLUTION OF INTENTION AND REPORT NOTICE IS HEREBY GIVEN that the City Council of the City of Carlsbad, California, di on June 23, 1998 adopt its Resolution of Intention, receive and file a Preliminary Report of the Assessment Engineer, and authorize a time and place for a public hearing to form a special assessment district known and designated as Assessment District No. 96-1 (Rancho Carrillo) (hereinafter referred to as the "Assessment District"). The Assessment Engineer's Preliminary Report has been prepared and approved, consisting of the plans, specifications, maps, descriptions and estimate of the cost of construction of certain public improvements, and diagram and assessment. For all particulars as to these proceedings and any individual assessments, reference is made to such Preliminar Report as preliminarily approved and on file with the transcript of these proceedings. DESCRIPTION OF IMPROVEMENTS PROPOSED TO BE CONSTRUCTED The improvements proposed to be constructed and financed under these proceedings for this Assessment District are generally described as roadway improvements to Melrose Drivl from its existing northern termination north of Alga Road to Palomar Airport Road, improvements to Palomar Airport Road approximately 1000 feet east and 700 feet west of the Melrose Drive intersection, sewer mains, water mains and reclaimed water mains and pressure reducing station along the roadway improvements, riparian mitigation for the roadway improvements, relocation of sewer mains and grading for expansion of Poinsettia Lane, together with appurtenances and appurtenant work. BOUNDARIES OF ASSESSMENT DISTRICT All properties that specially benefit from the improvements proposed to be constructed shall be assessed to pay a proportionate share of the costs and expenses of the construction 01 the improvements. A map of the Assessment District identified as "PROPOSED BOUNDARIES OF ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO)" has been approved by the legislative body, and for all particulars as to the boundaries, reference is made to said map on file with the transcript of the Assessment District proceedings. COST OF IMPROVEMENTS The cost of the improvements to be assessed to the property within the boundaries of the Assessment District, including incidentals, contingencies and financing costs, is estimated to be: $22,515,000 s Bproject\carlsbad\rancho carrillo\notice\noticel doc Notice of Public Hearing - Page 1 of 4 0 PROPOSED ASSESSMENTS 0 The amount Of the assessments proposed to be chargeable to the entire Assessment District is equal to the Cost of the Improvements set forth in the preceding paragraph. The amount of the assessment proposed to be charged against the property or properties for whic this notice is given is shown below: Assessor's Preliminary Parcel No. Total Assessment --z5010-18 $1,355,241 :f ( -- I. -- I' -- 1,. -- $3, /4w3-( -- I!. -- I,. -- I,. -- It. -- 1,. -- I,. Subtotal of Asmt = $22,515,000.00 Master Plan Recorded Preliminary Asmt Vi1 lag es Tract Lot Designations Assessment per Lot A 97-02 205 -..I- $ 1,958,318.45 $ 1,958,318.45 B $ 2,595,362.03 97-02 206 $ 924,422.34 97-02 207 $ 1,275,375.45 97-02 208 $ 395,564.26 C 97-02 1-12, 14-115 $ 1,344,869.29 $ 11,797.11 E $ 1,396,278.30 F $ 1,425,673.64 G $ 573,208.99 H 97-0 1 1-6, 8-73 $ 1,058,231.98 $ 13,395.34 J 93-01 1-65 $ 955,348.31 $ 14,697.67 K $ 1,396,278.30 M $ 984,743.65 N $ 1,203,304.1 1 0 93-08 1-6, 8-41, 43-51 $ 720,185.65 $ 14,121.30 P $ 823,069.32 Q $ 2,674,975.28 $ 14,697.67 $ 14,697.67 R $ 661,394.99 S T 93-04 103 $ 249,297.12 105 - 106 $ 248,401.50 D 97-02 16-123, 125-162, 164-20 $ 1,278,696.97 $ 14,697.67 -- L $ 967,362,12 --- --.--- Q (portion) 93-04 1-102 -- $ ...._- "U" 93-04 105 $ 103,923.08 106 $ 144,478.42 $ 22,515,000.00 s:\$project\carlsbad\rancho carrillo\notice\noticel .doc Notice of Public Hearing - Page 2 of e 0 The assessments may be payable over a period not to exceed 40 years or until the bonds issued to represent the unpaid assessments are paid off, whichever occurs first. The assessments are proposed to be levied to finance the reasonable cost of the proportional special benefit conferred on each parcel assessed from the improvements proposed to be construct. The amount of each proposed assessment was calculated based upon the propoflion; special benefit received by each parcel proposed to be assessed. The exact method and formula of spreading the assessment is set forth in the Assessment Engineer's Preliminary Report for the Assessment District, a copy of which is on file with the Finance Director of the City and available for inspection upon appointment with the Finance Director of the City. PROCEEDINGS AND BONDS The proceedings for the formation of the Assessment District and the levy of assessments are being taken pursuant to the "Municipal Improvement Act of 191 3" (Division 12 of the Streets and Highways Code of the State of California), Article XlllD of the Constitutio of the State of California and the Proposition 218 Omnibus Implementation Act. If the City Council approves the formation of the Assessment District and the levy of assessments, a thirl (30) day cash collection period will follow, and, thereafter, bonds will be issued to represent thc unpaid assessments in accordance with the "Improvement Bond Act of 1915" (Division 10 of said Code), with the assessments collected over time in installments. The actual interest rate for the bonds shall be determined upon their sale. PUBLIC HEARING NOTICE IS HEREBY GIVEN THAT A PUBLIC HEARING IS HEREBY SCHEDULED TC BE HELD AT THE COUNCIL CHAMBERS, 1200 CARLSBAD VILLAGE DRIVE, CARLSBAD, CALIFORNIA, 92008 ON THE FOLLOWING DATE AND TIME: September 1,1998, at 6:OO P.M. AND AT THAT TIME THE LEGISLATIVE BODY WILL CONSIDER AND FINALLY DETERMINE WHETHER THE PUBLIC INTEREST AND CONVENIENCE REQUIRE THE CONSTRUCTION OF THE IMPROVEMENTS, FINALLY ACT ON THE ASSESSMENT ENGINEER'S PRELIMINARY REPORT, HEAR ALL TESTIMONY RELATING TO SAID PROPOSED PROCEEDINGS, THE PROPOSED IMPROVEMENTS OR THE EXTENT OF THE ASSESSMENT DISTRICT, AND DETERMINE WHETHER ASSESSMENT BALLOTS SUBMITTED IN OPPOSITION TO THE ASSESSMENTS WITHIN THE ASSESSMENT DISTRICT EXCEED ASSESSMENT BALLOTS SUBMITTED IN FAVOR OF THE ASSESSMENTS. RIGHT TO SUBMIT ASSESSMENT BALLOT Pursuant to the provisions of the Municipal Improvement Act of 1913, any and all persons interested may testify before the City Council at the public hearing. In addition, each record Owner Of Property proposed to be assessed has the right under the provisions of Article XlllD of the Constitution of the State of California to submit an assessment ballot in favor of or in opposition to the proposed assessment. s \$project\carlsbad\ncho carri~~o\notice\noticel doc Notice of Public Hearing - Page 3 of 4 0 e The assessment ballot enclosed with this notice is being mailed to the record owner oi each parcel located within the Assessment District and subject to a proposed assessment. Each owner of property to be assessed may complete the assessment ballot and thereby indicate the owner's support for or opposition to the proposed assessment. At the conclusion the public hearing, the City Council shall cause the assessment ballots timely received to be tabulated. If a majority protest exists, the City COUnCil shall not Impose the assessment upon the Assessment District. For purposes of the assessment ballot procedure, a majority protest exists if, upon conclusion of the public hearing, assessment ballots submitted in opposition to the assessments within the Assessment District exceed assessment ballots submitted in favoi Of Such assessments. In tabulating the assessment ballots, the assessment ballots shall be weighted according to the proportional financial obligation of the affected property, Le., the amount of the proposed assessment for the affected property. SUBMISSION OF ASSESSMENT BALLOTS All assessment ballots must be actually received by the City Clerk of the City at the following address prior to the conclusion of the public hearing: City Clerk, City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 A POSTMARK PRIOR TO SUCH DATE WILL NOT BE SUFFICIENT. PROCEEDINGS INQUIRIES For all information relating to these proceedings and the hearing, the written protest procedure or the assessment ballot procedure or to review the Assessment Engineer's Preliminary Report, your attention is directed to the person designated below: Finance Director, City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 (760) 434-2882 DATED: July 17, 1998 6- % /d-&L-- Lisa Hildabrand, Finance Director THIS IS NOT A BILL. AT THIS TIME ALL FIGURES AND ASSESSMENTS ARE BASED ON ESTIMATES. YOU SHOULD CHECK THE IDENTITY OF YOUR PROPERTY AND THE ESTIMATED ASSESSMENT TO BE CHARGED TO YOUR PROPERTY FOR THE CONSTRUCTION OF THE IMPROVEMENTS AS SET FORTH ON THE ATTACHMENT HERETO. s \$project\carlsbad\rancho carrillo\notlce\noticel doc Notice of Public Hearing - Page 4 of 4 0 CITY OF CARLSBAD (RANCHO CARRILLO) ASSESSMENT BALLOT PROCEDURES INSTRUCTIONS REGARDING SUBMISSION OF ASSESSMENT BALLOTS 0 ASSESSMENT DISTRICT NO. 96-1 ~ In order to complete and submit the enclosed assessment ballot, you must follow the following steps. 2. Review the Certificate of Entitlement appearing on the ballot. Ensure that you meet the entitlement requirements pertaining to the property identified in the assessment ballot before completing the assessment ballot. If you do not satisfy the entitlement requirements, please allot to Someone who does satisfy those your name in the space p&ided and prin or type your name in space provided. The assessment ballot shall be void and shall nc be tabulated unless the Certificate of Entitlem completing th 3. To vote on the 4. Return the ball he entitlement requireme \ I to 5:OO pm on September I, 1998 or deliver the assessment ballot to the City Clerk prior tc POlLED OR DAM Director of the City at the telephone nurnbe obtain a replacement assessment ballot. IF YOU HAVE ANY QUESTIONS REGARDING THESE INSTRUCTIONS OR THE ASSESSMENT BALLOT PROCEDURE, PLEASE CALL: t forth below for information on how you may Lisa Hildabrand, Finance Director City of Carlsbad (760) 434-2882 s:\$projed\carlsbad\ncho camllo\noticehoticei .doc Assessment Ballot Procedures - Page I of 1 ' Carlsbad, CA 92008 e OFFICIAL ASSESSMENT BALLOT CITY OF CARLSBAD (RANCHO CARRILLO) Name and address of record owner: Continental Homes 12230 El Camino Real, Suite 300 San Diego, CA 92130 ASSESSMENT DISTRICT NO. 96-1 Parcel Identification - Assessor's Parcel Numbers: 2 1 5-03 1 -04 221 -01 2-09 222-0 10-02 222-012-09 221-010-18 . 221 -01 2-12 222-01 1-05 222-01 2-02 221 -01 2-08 Villages: A, B, C, D, E, F, G, H Aggregate assessment fo CERTIFICATION OF ENTITLEMENT TO COMP To be entitled to complete and submit this as submitting this assessment ballot must be th the representative of the record * and submit this assessment ballot for and on behalf The undersigned certifies this assessment ballot. Signature of person completing assessment ballot THIS ASSESSMENT BALLOT CERTIFICATION IS EXECUTED BY THE BALLOT. To complete fhis assessment below. Filling in or otherwise marking both squares will void fhis assessment ballot. ASSESSMENT BALLOT QUESTION! Do you approve the assessment of the above identified property as proposed? YES NO Upon completion place the assessment ballot in an envelope and mail or deliver the assessment ballot to the City Clerk at the address shown above pursuant to the instructions enclosed with this assessment ballot ._ ._ s:\$pro]ectbrlsbad\rancho camllO\notice\noticl .doc Assessment Ballot - Page 1 of 1 PROOF OF PUBLIC~N (2010 & 2011 C.C.P.) STATE OF CALIFORNIA County of San Diego I am a citizen of the United States and a resident of years and not a party to or interested in the above- entitled matter. I am the principal clerk of the printer of the County aforesaid; ! am wer lhhe age sf eig htm North County Times formerly known as the Blade-Citizen and The Times-Advocate and which newspapers have been adjudged newspapers of general circulation by the Superior Court of the County of San Diego, State of California, under the dates of June 30, 1989 Advocate) case number 171 349 (Blade-Citizen) and case number 172171 (The Times-Advocate) for the cities of Escondido, Oceanside, Carlsbad, (Blade-Citizen) and June 21, 1974 (Times- Solana Beach and the North County Judicial District; that the notice of which the annexed is a printed copy (set in type not smaller than nonpareil), has been published in each regular and entire issue of said newspaper and not in any of on the following dates, to-wit: *pt- 15, 22, 1998 I certify (or declare) under penalty of perjury that the foregoing is true and correct. YarCO ’i Dated at @itorma, %is 7-s-z L-L.IIU day of - I .!on0 r-qJL, A73Q - - - - - - - - --_--- NORTH COUNTY TIMES Legal Advertising This space is #t he County Clerk’s Filii Proof of Publication of ..,.-* ._. .- tL - n-- i ____----------------__ NOTICE OF RECORDATION OF ASSESSMENT AND DIAGRAM STATEMENT OF ASSESSMENT NOTICE IS HEREBY GIVEN to all owners of real property 11- able to be assessed to pa the costs of expenses of the im- provements to be acquireJ under proceedin s conducted by the CITY COUNCIL of the CITY OF CARLSIAD CALIFOR- NIA, pursuant to the terms and provisions of the “Municipal Im- rovement Act of 1913, bein Division 12 of the Streets and hghways Code of the State o?California, for a special assess- ment district said special assessment district known and des- yated as ASSESSMENT DISTRICT NO 96-1 (RANCHO ARRILLO) (hereinafter referred to as the “Assessment Dis- trict“) You are hereb notified that on September 2 1998 the As- sessment and Liagram to pay the costs and ekpense‘s of said acquisition were recorded in my office Said assessments are now Due and payable immediately at the Office of the Treasurer and may be paid within the period expirin on October 2 1998 Said assessments may be paid in whog or in part durihg said period OR , In the event of the failure to ay before the expiration of said ; pod, bonds will be issuecfpursuant to the “Improvement ond Act of 1915, being Division 10 of the Streets and High- wa s Code of the State of California NO%ICE After bonds have been issued assessments may be pald and properties cleared of the lien by ayment of the fol- owing sums (a) any installment of pnnciparand interest which has been osted to the tax roll for the current fiscal ear (b) the unpaiBbalance of principal plus the applicable redlemition premiums (c) the ambunt of any delinquencies, including enalties, inter- est and costs (d) the estimated cost of callin gonds (e) interest td the date of call, unless inclded In (a) above, and (f) a reasonable fee for the cost of adrninistenng the pre- ayment and the correspondtng advance retirement of bonds pn addition to the assessment to pay the costs and expenses of the improvements to be financed all owners of real proper- ty within the Assessment District ard subject to a separate and additional assessment to be levied annually to pay for costs not otherwise reimbursed which will result from the administra- tiOn and collection of assessments or from the administration or registration of any associated bonds and reserve or related funds Dated Se tember 2 1998 Lloyd Hubgs Superintendent of Streets City of Carlsbad State of California Legal 59520 Sebtember 15,22, 1998 - - I r) @gn&Qr BTm+&K\d pJ!!$FyqscJ INC. LETTER OF TRANSMITTAL To: City of Carlsbad Date: September 9, 1998 1200 Carlsbad Villaqe Dr. B&H Job No. 141 95.00 Carlsbad, CA 92008 Project: Assessment Dist. 96-1 (Rancho Carrillo) Attn: City Clerk's Office Via: - Messenger __ Express - Blueprinter We are forwarding herewith: __ Pickup & Mail - Other Originals X Copies Report Specifications Prints Plans Drawings Other Description: Attached is the 'Conformed COPV' of the Notice of Assessment i Assessment District 96-1 (Rancho Carrillo). This Notice was recorded at the Cour Recorder's Office of the Countv of San Dieqo on SeDtember 8, 1998, Document No. 1998-0569423. This material is: For your approval. X For your files. - Approved by us. __ For your review. __ Per your request. - Returned by us. - For use on job. Remarks: From: Berryman & Henigar Copies to: file Joan Cox, B&H Santa Ana If enclosures received are not as listed above, notify US at once. \\elmo\m~$project\carlsbad\~rrillo\worddocs\tranlt-confo~ed notm of asmt doc 11590 W. Bernard0 Court 0 San Diego, CA 92127 e (619) 451-6100 FAX (619) 451-2846 An Equal Opportunity Employer r- e WHEN RECORDED RETURN TO City Clerk City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 NOTICE OF ASSESSMENT Pursuant to the requirements of Section 31 14 of the Streets and Highways Code of the State California, the undersigned, City Clerk of the legislative body of the CITY OF CARLSBA STATE OF CALIFORNIA, HEREBY GIVES NOTICE that a diagram and assessment we recorded in the Office of the Superintendent of Streets of said City, as provided for in ss Section 31 14, and relating to the following described real property: All that property lying within the boundaries of the Assessment District, as delineated upon an assessment diagram of said District entitled ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) filed in the office of the County Recorder of San Diego County on the 3d day of SePtember 1998, in Book 32 , Page(s) 57 , Document No. 1998-563653 , BOOK OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS, Official Records of said County, and as shown on an assessment diagram recorded in the Office of the Superintendent of Streets of said City, and reference is hereby made to said Map for the description of real property within said Assessment District. NOTICE IS FURTHER GIVEN that upon the recording of this Notice in the Office of the Coun Recorder, the several assessments assessed on the lots, pieces and parcels shown on sa filed Assessment Diagram shall become a lien upon the lots or portions of lots assesse respectively. In addition to the assessment to pay the costs and expenses of the improvements to b acquired, all owners of real property within the Assessment District are subject to a separal and additional assessment to be levied annually to pay for costs not otherwise reimburse which will result from the administration and collection of assessments or from tt- administration or registration of any associated bonds and reserve or related funds. Reference is made to the Assessment Diagram and Assessment Roll recorded in the Office ( the Superintendent of Streets for the amount of any final and confirmed assessments, includir any annual assessment as levied for administrative costs or maintenance, as applicable. Attached hereto is a list indicating the names of the assessed owners, all as required pursua to Section 27288.1 of the Government Code of the State of California. DATED: k&S%L&d '& J 1998 ( +&, c% CwClerk w 0' City of Carlsbad P < * e G CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) OWNER NAMES Continental Ranch, Inc. (a wholly owned subsidiary of Continental Homes Holding Corporation) Shea Homes Limited Partnership \' ' a 1 - September 9, 1998 Dave Lother CONTINENTAL HOMES 12230 El Camino Real, Suite 300 San Diego, CA 92130 ASSESSMENT DISTRICT NO. 96-11 RANCHO CARRILLO Enclosed, find your statement and final assessment amount as confirmed for above-referenced Assessment District. Please note that if you wish, you may either totally discharge or make a partial paym against your assessment for a period of thirty (30) days specified in the notice and tl avoid incurring any interest, redemption costs, or financing charges on the amount I: during this period. Please refer to the notice and information enclosed for the e>c amount which you may pay during this 30-day period to completely discharge y assessment. If you do nothing, the unpaid balance of your final assessment will automatically g( bond and will be collected on your tax bill. If you have any questions, please feel free to call the undersigned. Principal Civil Engineer RHA:j b 2075 Las Palmas Dr. Carlsbad, CA 92009-1 576 (760) 438-1 161 - FAX (760) 431 -t 1, 0 NOTICE OF RECORDATION OF ASSESSMENT AND DIAGRAM STATEMENT OF ASSESSMENT NOTICE IS HEREBY GIVEN to all owners of real property liable to be assessed to pay costs and expenses of the improvements to be acquired under proceedings conducted by CITY COUNCIL of the CITY OF CARLSBAD, CALIFORNIA, pursuant to the terms i provisions of the “Municipal Improvement Act of 1913”, being Division 12 of the Streets i Highways Code of the State of California, far a special assessment district, said spec assessment district known and designated as ASSESSMENT DISTRICT NO. 96-1 (RANCI CARRIIIO) (herinafter referred to as the “Assessment District”). You are hereby notified that on September 2, 1998, the Assessment Roll and Diagram to r the costs and expenses of said acquisition were recorded in my office. Said assessments are now due and payable immediately at the Office of the Treasurer, i may be paid within the period expiring on October 2, 1998. Said assessments may be paic whole or in part during said period. OR In the event of the failure to pay said assessments before the expiration of said period, bor representing the unpaid assessments will be issued pursuant to the “Improvement Bond Aci 1915”, being Division 10 of the Streets and Highways Code of the State of California. NOTICE: After bonds have been issued, assessments may be paid and properties clearec the lien by the payment of the following sums: (a) any installment of principal a interest which has been posted to the tax roll for the current fiscal year; (b) t unpaid balance of principal plus the applicable redemption premium; (c) the amoi of any delinquencies, including penalties, interest and costs, (d) the estimated cc of calling bonds; (e) interest to the date of call, unless included in (a) above and (f reasonable fee for the cost of administering the prepayment and the associal advance retirement of bonds. In addition to the assessment to pay the costs .and expenses of the improvements to acquired, all owners of real property within the Assessment District are subject to a separi and additional assessment to be levied annually to pay for costs not otherwise reimburs which will result from the administration and collection of assessments or from 1 administration or registration of any associated bonds and reserve or related funds. IF IT IS DESIRED THAT YOUR ASSESSMENT BE COLLECTED AS PART OF THE ANNU. COUNTY TAX BILL, NO ACTION OR PAYMENT IS NECESSARY AT THIS TIME. Dated: q. 4 , ,1998 =-WE Superhtendent ofktreets City of Carlsbad State of California s \$project\carlsbad\rancho carrillo\notice\asmt notice.doc PLEASE VERIFY THE R LOWING INFORMATION RELATI @ To YOUR PARCEL PROPERTY BEFORE MAKING PAYMENT: 1) Assessment No.: 2 (portion) 2) Property Description: All of Assessment No. 2 excepting Village J, parcels 1-45 and 614 3) Final Assessment: $19,439,212.73 4) 30-Day Cash Payment Figure (reflects deduction of financing costs): $1 6,546,657.88 NOTE: If you pay your assessment within the 30-day period, as set forth above, you will able to deduct the financing costs from your payment (as shown in item 4) above. The amount of the assessment to be charged against the property or properties within Assessment District is shown below: J Assessment Assessor's Final Cash Payoff Number Parcel No. Total Assessment Figure 1. t. f :;::;;::: 9,. 81. I. 9- / 221 -- 01208 7,. I,. -- 1 / 71. $2,84f ,541. f 9 -- I.. I,. -- 2 1,. I,. -- 11. I,. -- I. 1. -- -zm72 -. -mmm- - -373?6;535.4tT (7. I,. V 221-072-13 Subtotal of Asmt = $20,095,000.00 $17,104,864.00 Master Plan Recorded Final Final Asmt Cash Payoff Cash Payc Villages Tract Lots Units Acres Assessment per Lot Figure Figure per I 97-02 205 166 $ 1,747,819.00 $ 1,747,819.00 $ 1,487,743.53 $ 1,487,743 ".".-._...--...-. ". ...,. ".l".l,...."l.l-p -___., _" ,,...- __ _-....., " ..._._._._...... " .~*l"l*l"l,**lllll~l~"--~~~ A ...... 220 $ 2.316.386.43 $ 1.971.7oa.13 97-02 206 5.139 $ 825.056.13 $ 702.287 97-02 207 7.090 $ 1.138.285.27 $ 968.908 97-02 208 ....... 2.199 .... $ 353,045.03 $ 300.511 C .. 97-02 1-12, 14-115 114 $ 1,200,309.43 ........ $ 10.529.04 . $ 1,021,703.39 ....................................... $ 8,962 $ 1.141.069.85 $ 13.115.75 5 971.278.66 $ 11.164 D 97-02 16-123, 125-162. 164-20 87 $ 1,060,591.63 E $ ..... 1.245.995.81 . ~ ............... " ... $ 1.272.227.30 $ 1.082.919.88 F $ 435.400.78 J 93-01 1-65 65 $ 852,523.45 $ 13.115.75 $ 725,667.96 ......................................................................................................................... ~ - -...-- ..-..--- __ ----- ........................ _. .--.- ....-.... .......................................................................................... .... ................._. " ..................................................................... - -.--. ____ -.-- ..--....--___.....--..._.. " _._ ._.... ............................................................... .--.-.- ....--...- --._ .--.- ~ .................................................................................... .._ .............................................. .............................. L...-..-------~_ ............. ................ ....................... ............................................................ ................................ .....-.-.-...-....-...._(_____. --.--- .------ --- ..--.-.-......... .._....._...-. .......................... ~ ..-....... ._.__...... .__ ..................... ._._ .................... ..._._ ................. --.I- ----- - .--...--.. -.-..-.I-__-.- I._ --___-.." --__. ~ ............................ "... " .- ..__................ .......- ~ _ ....._..-- _."--- ---- ___ ---.--._ ....._._.-.-. $ 511,514.07 $ 944,333.66 $-2,953.59 $ 803,816.81 $ 10,174 J (portion) 93-01 1-45, 61-65 50 8 655,787.27 $ 13,115.75 $ 558,206.12 $ 11,164 $ 196,736.18 $ 13,115.75 $ 167,461.84 $ 11,164 J (portion) 93-01 46 - 60 15 -_c $ 1,060,591.63 ---I_.-_.____-. K $ 1,245.995.81 _ S 863,380.47 $ 734,909.46 L $ 747,996.20 S 878.754.94 M S 1.073.961.07 $ 914.155.66 N 0 93-08 1-6. 8-41. 43-51 ..... 51 $ 642,671.52 $ 12,601.41 $ 547,042.00 $ 10,726 5 734.481.74 .......................... $ 625,190.86 . 182 $ 2.387.065.65 $ 13.115.75 $ 2.031.870.28 $ 11,164 ------.-..-I_._- --_-- 79 -_. ..".I .... --..- ........ "._ .... -.--~- ............----.-..........-._.---...-- ------ .-.-.- ....-.-. ~-- -.-..._..._.... _._." - ..__-_................ .._.. ........ " .................................................... ___ ..__.--_.___ ................ ~ ..................... .. ~ ._ ......._.._....._.._ "" .... " ..__._---.- . -_."-........I- ~ _._---. __.",I__ .__._...._ " ....... ~ __ ................. " .............. ----- ~.- I .-..-^..-. - - ......................... " "-",,," I.-._.-.- .....-...__- __ ._._ "..._ ............_ _ ............................................ -. ~ ._ ............... ~ . ..........._...--..-... .-.-.-_-_-- .................. ... ............ ................. .............................................. ~ ........... ........................... ...-. ... ............................ ~ .....-.-.- -.--.-- ---.-- ----.-... -.- ....-.............. ....... ...............-. ......................................................................................................................... ." ..................................... " ................................ ___ -___-__ .............................. ~ ......................... _... _._ ..................................... ............._..... ........................ Q (portion) 93-04 1 - 102 7 02 $ 15.75 ... ...................................... ........... ........................................................ ... ....-....- .- .......... ..............- ....-.--. ~ ....... --._---------__ -..-- _..- .................................. _ ..-.........-....... ........... ._.__." ...._. ............................................................ R ................... 5 590.208.54 $ 502.385.51 ...... T $ 191,155.90 S ...................... ~ " ................................ ~ .................. " .----...-....-..-_.-. - ---- ___ ----.-.-. ~ ........................... " ...-. ~ ..-..... ...-.-.. _.._" ,.,,.,," ,.._." _...., "." .................................. ~ ........................ ~ ~ .... ................... .... .. ---._-_._ ....._.. ~ _-__... . ...._._._.._..__...___-._ " ._-_-___.___ ....__.......... .._._...._.. ..^..... .. ---_I----." --- ......... __. $ 224,572.25 "..."....-...._._.-...---I._ " ... ..... ._... " "." ........._................ "_._ ........-. _."_ _."_.-_-- -- 93-04 103 -.._-- .I ..._..... I.-_" "U" ._._ ........... 93-04 105 - 106 ___ $ 221,729.01 $ 188,735.73 ","." -....-_I_,, _-. City Park 93-04 111 $ 20,095,000.00 $ 17.104.864.00 a s:\$project\carlsbad\rancho carrillo\notice\asmt notice.doc Continental Hon e 0 City of CarIsba( T 9, __ September 9, 1998 SHEA HOMES LIMITED PARTNERSHIP 10721 Treena, Suite 200 San Diego, CA 92131 ASSESSMENT DISTRICT NO. 96-1: RANCHO CARRILLO Enclosed, find your statement and final assessment amount as confirmed for above-referenced Assessment District. Please note that if you wish, you may either totally discharge or make a partial paym against your assessment for a period of thirty (30) days specified in the notice and tl avoid incurring any interest, redemption costs, or financing charges on the amount p during this period. Please refer to the notice and information enclosed for the ex amount which you may pay during this 30-day period to completely discharge y assessment. If you do nothing, the unpaid balance of your final assessment will automatically gc bond and will be collected on your tax bill. If you have any questions, please feel free to call the undersigned. Very truly yours, R Principal Civil Engineer RHA:jb 2075 Las Palmas Dr. Carlsbad, CA 92009-1 576 (760) 438-1 161 FAX (760) 431- 1 0 * ’i NOTICE OF RECORDATION OF ASSESSMENT AND DIAGRAM STATEMENT OF ASSESSMENT NOTICE IS HEREBY GIVEN to all owners of real property liable to be assessed to pay ’ costs and expenses of the improvements to be acquired under proceedings conducted by ’ CITY COUNCIL of the CITY OF CARLSBAD, CALIFORNIA, pursuant to the terms ir provisions of the “Municipal Improvement Act of 1913”, being Division 12 of the Streets a Highways Code of the State of California, for a special assessment district, said spec assessment district known and designated as ASSESSMENT DISTRICT NO. 96-1 (RANCt CARRILLO) (herinafter referred to as the “Assessment District”). You are hereby notified that on September 2, 1998, the Assessment Roll and Diagram to F the costs and expenses of said acquisition were recorded in my office. Said assessments are now due and payable immediately at the Office of the Treasurer, E may be paid within the period expiring on October 2, 1998. Said assessments may be paid whole or in part during said period. OR In the event of the failure to pay said assessments before the expiration of said period, bon representing the unpaid assessments will be issued pursuant to the “Improvement Bond Act 191 5”, being Division 10 of the Streets and Highways Code of the State of California. NOTICE: After bonds have been issued, assessments may be paid and properties cleared the lien by the payment of the following sums: (a) any installment of principal ai interest which has been posted to the tax roll for the current fiscal year; (b) tl unpaid balance of principal plus the applicable redemption premium; (c) the amoL of any delinquencies, including penalties, interest and costs, (d) the estimated cc of calling bonds; (e) interest to the date of call, unless included in (a) above and (f: advance retirement of bonds. reasonable fee for the cost of administering the prepayment and the associatl In addition to the assessment to pay the costs and expenses of the improvements to acquired, all owners of real property within the Assessment District are subject to a separz and additional assessment to be levied annually to pay for costs not otherwise reimburse which will result from the administration and collection of assessments or from ti administration or registration of any associated bonds and reserve or related funds. IF IT IS DESIRED THAT YOUR ASSESSMENT BE COLLECTED AS PART OF THE ANNU/ COUNTY TAX BILL, NO ACTION OR PAYMENT IS NECESSARY AT THIS TIME. Dated: q- 9 , 1998 Y fk% TitE Superintendent of Streets City of Carlsbad State of California s:\$project\carlsbad\rancho carrillo\notice\asmt notice.doc t PLEASE VERIFY THE *LOWING INFORMATION RELATI # u TO YOUR PARCEL ( h PROPERTY BEFORE MAKING PAYMENT: 1) Assessment No.: 2 (portion) 2) Property Description: Village J, parcels 1-45 and 61-65 3) Final Assessment: $655,787.27 4) 30-Day Cash Payment Figure (reflects deduction of financing costs): $558,206.12 NOTE: If you pay your assessment within the 30-day period, as set forth above, you will able to deduct the financing costs from your payment (as shown in item 4) above. The amount of the assessment to be charged against the property or properties within i Assessment District is shown below: Assessment Assessor's Final Cash Payoff Number Parcel No. Total Assessment Figure I. I. >I. ,I. 1 215-031-04 i 221 -- 01018 / ,, I 9,. (9. I- -- -- .I. -- 9,. ,,. -- 2 I!. 9,. -- \ ,,. I,. -- '\ I. ,. -- !#. 9,. -- '\ i ;;;-:E .,. ... Subtotal of Asmt = $20,095,000.00 $17,104,864.00 Master Villages Tract Lots Units Acres Assessment per Lot Plan Recorded Final Final Asmt Cash Payoff Cash Pay( Figure Figure per $ 1,747,819.00 $ 1,747,819.00 $ 1,487.743.53 $ 1.487.743 97-02 206 5.139 $ 825.056.13 $ 702.287 97-02 207 7.090 $ 1.1 38.285.27 $ 968.90E 97-02 208 2.199 $ 353,045.03 $ 300.511 $ 1,200,309.43 $ 10,529.04 $ 1,021.703.39 $ 8,962 ..... D 97-02 16-123, 125-162, 164-20 87 $ 1,141,069.85 :$- 13,115.75 $ 971.278.66 $ 11,164 ........................... _._ ...__.- .__ _ ........................................................................ 166 .......... 205 .... A 97-02 0 220 $ 2,316,386.43 $ 1.971.708.13 " ........................... ~ ....................................... __._ ._._._._____ ... ....... -...___ .-_- -.- ........---.-.-- -.--- .- .._.........-- ~ ._ ................................ ....................................... ...................................... _ ._._.___-- ..... " --.-.._ ~ .__..-. C 97-02 1-12, 14-115 114 I_ ...... $ 1,245.995.81 $ 1,060,591.63 E $ 1.082.919.88 $ 435,400.78 J 93-01 1-65 65 $ 852.523.45 $-'13,115.75 $ 725,667.96 ..... "................_-..............".....".__."....-.....__._"I- -.I~_--_._ -.--. ".-. __ "._ ............._..... " ..._. "... "." .._._.__._.- ----------" ._._ .......__..__. -.- ~ .__ ............................ -._ -I---_._.__._I.___ ", $ 1,272,227.30 $ 944,333.66 5- 11,953.59 $ 803.816.81 $ 10.174 J (portion) 93-01 1-45, 61-65 50 $ 655,787.27 $ 13,115.75 $ 558,206.12 $ 11,164 .................................................................... J (portion) 93-01 46 - 60 15 $ 196,736.18 ............................ $ 13,115.75 ........ $ 1.84 $ 11,164 -----.---..-."......I .....- "." ....... ".".._.l ._..._. __-__-- $ 511,514.07 " 1-6, 8-73 79 _I- .-.- _.".I ..-I" ........................ ....................... ~ .... _.." .....__._._...... " .... " ..--..-. ~- .(.."..".-..".-I_. "_..I-.---_._ -I-_.---_--- ~ ---_. _-.._ ._--.-I.- ~ ._ ~ ._..__._-_._._ ...-...- ............ ............................................................................ $ 1.245.995.81 ---_._ .... ~ ....-_____... ...... ...............__._. ~ ,.._,..,.. _._.- ... ._ K L M N ................................ ................ .......................................................................................... .............................. ....("."...............................__.___.__.-~..--~I.-.~ ..--I_ 1-6. 8-41, 43-51 51 _.-__._._. _.._ .___. $ 734.481.74 .................. ~ ....... " ......... "." .............................. Q 182 $ 2,387,065.65 S 13,115.75 $ 2,031,870.28 $ 11,16~ ---__-.__._._ 1 - 102 102 q 13,115.75 --_-.- ............... " ...._............ " ......-__..._._._...--- $ 590,208.54 -- $ 502,385.51 -I- ---.-. ~ ...-...__.__._ ----.--___.____.,,_.. __. .......- S T 93-04 103 --- . ............................................................................ ---- $ 191,155.90 "U" ......................... ~ .......................... 93-04 -__ $ 221,729.01 $ 188.735.73 $ 20,095.000.00 $ 17.104.864.00 -... ~-~ _ ........._ $ 224,572.25 -.__. ...............--.- __._ ........._.__..-.-..---...-. ~- ~---- 105 - 106 ...---- _____. y Park 93-04 111 s:\$project\carlsbad\rancho carrillo\notice\asmt notice.doc Shea Hor e a puBLIc, NOTICE OF RECORDATION OF ASSESSMENT AND DIAGRAM STATEMENT OF ASSESSMENT NOTICE IS HEREBY GIVEN to all owners of real property liable to be asse~sed to pay the cc eqems of the improvements to be acquired under proceedings conducted by the CITY COuNcl CITYOFCARLSBAD, CALIFORNfq pursuant tothetermsand proVisionsofthe"MUnicipalImprc Act of 1913", being Division 12 of the Streets and Highways Code off the State of California, for i assessment district, said special assessment district known and designated as ASSESSMENTDIS'R 96-1 (RANCHO CARRILLO) (hereinafter referred to as the "Assessment District"). You are hereby notified that on September 2, 1998, the Assessment and Diagram to pay the a expenses of said acquisition were recorded in my office. Said assessments are now due and payable immediately at the Office ofthe Treasurer, and may be pai the period expiring on October 2, 1998. Said assessments may be paid in whole or in part during saic . OR In the event of the failure to pay before the expiration of said period, bonds will be issued pursuar "Improvement Bond Act of 1915", being Division 10 of the Streets and Highways Code of the 1 California NOTICE: After bonds have been issued, assessments may be paid and properties cleared of & payment of the following sums: (a) any installment of principal and interest which h posted to the tax roll for the current fiscal year, @) the unpaid balance of principal , appIicabie redemption premiWn; (e) the amount of any delinquencies, including pe interest and costs; (d) the estimated cost of calling bonds; (e) interest to the date of call included in (a) above; and (f) a reasonable fee for the cost of administering the prepayn the corresponding advance retirement of bonds. In addition to the assessment to pay the costs and expenses of the improvements to be financed, aII of real property within the Assessment District are subject to a separate and additional assessmei levied annually to pay for costs not otherwise reimbursed which will result fiom the administrat collection of assessments or fiom the administration or registration of any associated bonds and re! related funds. Dated: sEvm8- z ,1998 e INC. LETTER OF TRANSMITTAL To: Citv of Carlsbad Date: September 3, 1998 2075 Las Palmas Dr. B&H Job No. 141 95.00 Carlsbad, CA 92009 Project: Assessment Dist. 96-1 (Rancho Carrillo) Attn: Richard Allen/Llovd Hubbs Citv Clerk's Office Via: - X Messenger - Express - Blueprinter We are forwarding herewith: - Pickup - Mail - Other Originals X Copies Report Specifications Prints Plans Drawings X Other signature Description: The following are included in this submittal: 1) 'Conformed CODY' of ' Assessment Diagram of Assessment District 96-1 (Rancho Carrillo) for the Superintendl of Streets and the Citv Clerk. This Diagram was recorded at the Countv Recorder's Off of the County of San Diego on September 3, 1998, in Book 32, Paqe 57 of Maps Assessment and Community Facilities Districts; 2) "Notice of Assessment' with . Diagram's Recording information; and 3) 'Conformed COPV' of the Proposed Boundarv I\, for Assessment District 96-1 to be filed in the Citv Clerks Office. This material is: X For your approval. - For your review. - For use on job. Remarks: Citv Clerk - Please sisn the 'Notice of Assessment' for recordation at County of San Dieqo Recorder's Office. X For your files. - Per your request. - Approved by us. - Returned by us. From: Berryman & Henigar Copies to: file City of Carlsbad, City Clerk Joan Cox, B&H Santa Ana , If enclosures received are not as listed above, notify us at once. \\elmo\rnn$project\carlsbad\carnilo\worddocs\tranit-no~ce of asmt doc 11590 W. Bernardo Court 0 San Diego, CA 92127 0 (619) 451-6100 0 FAX (619) 451-2846 An Equal Oppotfunity Employer 0 9 W .* WHEN RECORDED RETURN TO City Clerk 1200 Carlsbad Village Drive Carlsbad, CA 92008 City of Carlsbad NOTICE OF ASSESSMENT Pursuant to the requirements of Section 31 14 of the Streets and Highways Code of the State California, the undersigned, City Clerk of the legislative body of the CITY OF CARLSBAI STATE OF CALIFORNIA, HEREBY GIVES NOTICE that a diagram and assessment we recorded in the Office of the Superintendent of Streets of said City, as provided for in sa Section 31 14, and relating to the following described real property: All that property lying within the boundaries of the Assessment District, as delineated upon an assessment diagram of said District entitled ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) filed in the office of the County Recorder of San Diego County on the 3" day of September , 1998, in Book 32 , Page@) 57 I Document No. 1998-563653 , BOOK OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS, Official Records of said County, and as shown on an assessment diagram recorded in the Office of the Superintendent of Streets of said City, and reference is hereby made to said Map for the description of real property within said Assessment District. NOTICE IS FURTHER GIVEN that upon the recording of this Notice in the Office of the Coun Recorder, the several assessments assessed on the lots, pieces and parcels shown on sa filed Assessment Diagram shall become a lien upon the lots or portions of lots assesse respectively. In addition to the assessment to pay the costs and expenses of the improvements to t acquired, all owners of real property within the Assessment District are subject to a separa and additional assessment to be levied annually to pay for costs not otherwise reimburse which will result from the administration and collection of assessments or from tt administration or registration of any associated bonds and reserve or related funds. Reference is made to the Assessment Diagram and Assessment Roll recorded in the Office the Superintendent of Streets for the amount of any final and confirmed assessments, includir any annual assessment as levied for administrative costs or maintenance, as applicable. Attached hereto is a list indicating the names of the assessed owners, all as required pursua to Section 27288.1 of the Government Code of the State of California. DATED: h&&G&Ld & , 1998 ( CwClerk w 0' City of Carlsbad Q .e > CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 96-1 (RANCHO CARRILLO) OWNER NAMES Continental Ranch, Inc. (a wholly owned subsidiary of Continental Homes Holding Corporation) Shea Homes Limited Partnership mm rk t - , pL.& ’ e. $ INC. LETTER OF TRANSMITTAL To: Citv of Carlsbad Date: Julv 17, 1998 B&H Job No. /$?/$? 530 Project: Rancho Carrillo Attn: Citv Clerks Office Via: XMessenger - Express - Blueprinter We are forwarding herewith: - Pickup - Mail - Other Originals Copies Report Specifications X Prints Plans Drawings Other Description: Assessment District No. 96-1 (Rancho Carrillo) Assessment Dianram. This material is: - For your approval. - For your review. - For use on job. Remarks: X For your files. - Per your request. - Approved by us. - Returned by us. From: Berryman & Henigar Copies to: Joan Cox, B&H If enclosures received are not as listed above, notify us at once. c.hy docurnents\tranlt.doc 11590 W. Bernard0 Court 0 San Diego, CA 92127 0 (619) 451-6100 0 FAX (619) 451-2846 An Equal Oppoffunity Employer ASSES5 ASSESS (RAK Cll COUNTY OF nLE0 IN CARLSBk 1 & "i AN~AS CITY OF LANO sH( WAS LEM THE ASS IN rn€ c EXACT AI PARCEL c I VICINITY MAP NXS. r' 1 ! I ASSES: ASSESS (RA~ VILLA I ASSES? ASSESS (RAN VI SEE SHEET NO, 1 I I ASSES5 ASSESSMENT (RAN VI \ *& - * ,cb? dc-o I k I \ \ \ \ \ \ \ \ i \ \ \ \ SEE SHEET NO. 3 \ \ \ \ \ \ \ \ \ \ \ I \ \ I \ I \ \ \ \ \ \ \ I \ \ \ \ \ 1 \ \ \ \ \ \ I \ I \ \ 1 L 2- -- 5- - I L ASSES5 ASSESS (RAN VI *-- 53 s )3 a 7 n 4 L ASSES: SSESS (RAh VI LLAG I I I I I SEE SHEET NO. 4 1 I I I I 109 f - = P - I ASSES: ASSESS (RA~ VILLAG 0 PROPERTY --- ll- --a i ASSESS (RAN CIT COUNTY OF FlLED IN 1 CARLSBAD I AN ASSES cm Of c LAND Y(0 WAS LEW€ THE ASSfS IN THE of EL NERE ST. EXACT AM PARCEL 0 1 I rhr~in = ASSESS (RAN VILLA - ASSES: ~- Vi ~ -7 SEE SHEET NO. I P. K, )3 3 a P- n. 4 - ASSES5 ASSESS (RAN v 1- \ 3- -- I =_ -7 I \ I \ \ \ 1 \ \ I \ \ I *e--- L -- \ 1 SEE SHEET NO. 3 \ \ I I \ ? K - ASSESS SSESS (RAN VI I- 53 s )3 a 7 n 4 L ASSES: SSESS (RAh VI LLAG I I I I I SEE SHEET NO. 4 1 I I I I 109 f - ? K 13 d F ASSESS SSESS T (RA~ VI LLAG <- e' 0 PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 1,1998 t PEW ISSUE - BOOK-ENTRY ONLY Not Rat1 In the opinion of Brown Divm Hessell 6 Braver LLP, Solana Beach, Cali ornia, Bond Counsel, subject, howev to certain qualifications described herein, under existing law, fhe inferest on the El onds is excluded from gross income, minimum tax imposed on individuals and corporations; alfhough, for t z purpose ,of computing the alternative minimr fe&d inconie far purposes and such inferesf is not an item of fax reference for purposes of the federa1 dfemafi fax imposed on cerfain corporations, such interest is taken into account in deiermrnmg certain income and enrnings. In 1 further opinion of Bond Counsel, such inferesf is exempt from California personal income faxes. See "LEG, MATTERS" herein. .$ * CITY OF CARLSBAD ASSESSMENT DISTRIm NO. 96-1 (Rancho Carrillo) LIMITED OBLIGATION IMPROVEMENT BONDS Dated: Date of Delivery Due: September 2, as shown bell The Bonds are being issued by the City of Carlsbad, California (the "City"), a general law city organized a existing under the laws of the State of California, pursuant to the Im rovement Bond Act of 1915, to (i) to acqu certain public infrastructure within the City's Assessment District No. k-1 (Rancho Carrillo), as more fully descn't: herein, (ii) to fund a reserve fund for the Bonds and (iii) to pay certain costs of issuance associated with the Bonds. The Bonds will be issued in the denominations of $5,000 or any inte ral multiple thereof. Interest is pap on March 2, 1999 and semiannually thereafter on March 2 and September !?each year. The Bonds will be initii issued only in book-entry form and registered to Cede & Co. as nommee of The De ository Trust Company, New Yc on the Bonds is payable by [Paying Agent], as registrar, agent and pa ing agent for the Bonds (the "&ying Agent' the Payin A ent's books as of the fifteenth day of the calendar month immediately preceding each interest paw date. See %I& BONDS - Book-Entry Only System" and "-General Provisions" herein. as described herein. "See "THE BONDS - Redempfi fYom fransfers of money from the Esnow Account o fhe Improvement Fund. See "THE BOgDS - &ndatory Redemp from Escrow Fund Transfers" and "SECURITY F d R THE BONDS - Establishment of Escrow Account" herein. See "SPECIAL RISK FACTORS" herein for a discussion of the risk factors that should be considerec evaluating the investment quality of the Bonds. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY.0F S DIEGO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO 1 PAYMENT OF THE BONDS. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDI INFORMATION UNDER THE HEADING "SPECIAL RISK FACTORS," SHOULD BE READ IN ITS ENTIRETY. This cover age contains certain information for quick reference only. It is not a summary of this is: Investors must reazthe entire Official Statement to obtain information essential to the making of an infon investment decision. New York ("DTC"), which will act as securities depository of the Bonds. Principa P and interest (and remium, if a DTC, which remits such payments to its Participants for subsequent cy istribution to the registered owners as showr herein. In particular, it should be noted that the Escrow Term 8 onds are subject fo mandafo redem tion on July 1, 2 The Bonds are subject to redempfion prior fo mafuri MATURITY SCHEDULE Price or Interest Maturity Prinapal Interest Price or Maturity Principal 1SeDtember 21 hount Rate xd!d LSeDtember 2) Amowlt & Yield 2000 2007 2008 2009 2001 2002 2003 2010 2004 201 1 2005 2012 2006 $-- %Term Bonds due September 2,2018 8 -70 $- -Yo Term Bonds due September 2,2028 8 -YO $-- % Escrow Term Bonds due September 2,2028 @ -% * Preliminary; subject to change. e 0 Hall, A Professionaltaw Co oration, San % rancisco, ?alifornia, Disclosure &ounsel. It is anticipated that the Bon The Bonds will be offered when, as and if issued and received p the Underwriter, subject to the approval to their legality by Brown Diven Hessell & Brewer LLP, Solana Beach, alifomia, Bond Counsel. In addition, certa legal matters will be assed upon for the Ci by the Ci Attorney. Certain le a1 matters will be passed upon by Jon in definitive form will be avaxble for delivery to DTC in New York, New York on or about October 6,1998. Stone & Youngberg LLC Dated: September --I 1998. f F e 0 CITY OF CARLSBAD CITY COUNCIL MEMBERS Claude A. "Bud" Lewis, Mayor Ramona Finnia, Mayor Pro Tem, Council Member Matt Hall, Council Member Ann J. Kulchin, Council Member Julie Nygaard, Council Member CITY STAFF Raymond R. Patchett, City Manager Frank Mannen, Assistant City Manager James F. Elliott, Administrative Services Director Lloyd Hubbs, PubZic Works Director James M. Stanton, City Treasurer Lisa Hildabrand, Finance Director Aletha L. Rautenkranz, City Clerk Ron Ball, City Attorney SPECIAL SERVICES BOND COUNSEL Brown Diven Hessell & Brewer LLP Solana Beach, California DISCLOSURE COUNSEL Jones Hall, A Professional Law Corporation San Francisco, California FINANCIAL ADVISOR Kadie-Jensen, Johnson & Bohr San Diego, California PAYING AGENT [Paying Agent] Los hgeles, California ASSESSMENT ENGINEER Berryman & Henigar San Diego, California APPRAISER Lipman Stevens Marshall & Thene, Inc. San Diego, California ABSORPTION ANALYST The Meyers Group Solana Beach, California T 1 0 0 TABLE OF CONTENTS INTRODUCTION .............................................................................................................. 1 The District .................................................................................................................. 1 The City ....................................................................................................................... 1 Authority for Issuance of the Bonds ....................................................................... 2 Sources of Payment for the Bonds ........................................................................... 2 Purpose of the Bonds ................................................................................................ 2 Description of the Bonds ........................................................................................... 2 Professionals Involved in the Offering ................................................................... 3 Land Value .................................................................................................................. 3 Tax Exemption ........................................................................................................... 3 Continuing Disclosure .............................................................................................. 3 THE FINANCING PLAN ................................................................................................. 5 Purpose of Issue ......................................................................................................... 5 Estimated Sources and Uses of Funds .................................................................... 5 THE BONDS ....................................................................................................................... 6 General Provisions ..................................................................................................... 6 Authority for Issuance .............................................................................................. 6 Redemption ................................................................................................................ 6 Payment, Registration, Transfer and Exchange of Bonds .................................... 8 Book-Entry Only System .......................................................................................... 9 Parity Bonds ............................................................................................................... 9 Estimated Debt Service Schedule .......................................................................... 10 SECURITY FOR THE BONDS ....................................................................................... 11 Assessments .............................................................................................................. 11 Covenant to Commence Foreclosure Proceedings ............................................. 11 Priority of Lien ......................................................................................................... 12 Property Values ......................................................................................................... 12 Establishment of Escrow Account ......................................................................... 14 Sales of Tax Defaulted Property Generally .......................................................... 17 No Acceleration ........................................................................................................ 17 Reserve Fund ............................................................................................................ 15 Limited Obligations of the City Upon Delinquency .......................................... 17 THE DISTRICT ................................................................................................................. 18 Methods of Assessment and Assessment Spread ............................................... 18 Description ................................................................................................................ 18 The Rancho Carrillo Project .................................................................................... 18 The Improvement Project ....................................................................................... 20 Land Ownership in the District ............................................................................. 21 Environmental Conditions ..................................................................................... 24 Land Value ................................................................................................................ 26 Overlapping Liens ................................................................................................... 28 SPECIAL RISK FACTORS .............................................................................................. 29 Introduction .............................................................................................................. 29 Foreclosure and Sale Proceedings ......................................................................... 31 Depletion of Reserve Fund ..................................................................................... 30 Factors Affecting Parcel Value and Aggregate Values ...................................... 32 Other Possible Claims Upon the Value of an Assessment Parcel ..................... 34 Bankruptcy Proceedings ......................................................................................... 35 Concentration of Ownership .................................................................................. 35 Payments by FDIC ................................................................................................... 35 Proposition 218 ......................................................................................................... 36 -i- I t 0 e Payment of the Assessment Not a Personal Obligation ................... __._._._._ ..... __. 37 Limited City Obligation to Pay Debt Service ......................... . ......................... ... 38 No Acceleration ........................................................................................................ 38 Loss of Tax Exemption ............................................................................................ 38 Year 2000-Related Risks .......................................................................................... 38 .LEGAL MATTERS .............. 1 ............................................................................................ 39 Tax Exemption ... .. .. . . . . .. . . . .. .. . . .. . . . . , .. . . .. . . . ... . . . .. . .. .. .. .. .. .. ... . . .. . . . . .. . . . .. . . .. .. . . . .. . . . . .. . . . .. . . . . .. 39 Absence of Litigation .............................................................................................. 39 Legal lOpinion ........................................................................................................... 40 MISCELLANEOUS ........................................................................................................... 41 No Rating .................................................................................................................. 41 Underwriting .......... .................................................................................................. 41 Additional Information ....,. . .. .. . ... .. . . ... .... .. ..... .. .... .. ..... .. . . ..... ..... ... .. ..... . . ...... ... .. .... .. .. 41 APPENDIX A - APPENDIX B - APPENDIX C - APPENDIX D - APPENDIX E - APPENDIX F - APPENDIX G - Appraisal Report APPENDIX H - APPENDIX I - Book-Entry-Only Provisions General Information About the City of Carlsbad Form of Bond Counsel Opinion Forms of Continuing Disclosure Certificates Excerpts from the Engineer's Report Table of Value-to-Lien Ratios Summary of Indenture Executive Summary: Market Analysis and Absorption Projection .. -ll- 1 1 0 0 < NO DEALER, BROKER, SALESPERSON OR ANY OTHER PERSON HAS BEE AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIO WITH RESPECT TO THE BONDS, OTHER THAN AS CONTAINED IN THIS OFFICIP STATEMENT, AND, IF GIVEN OR MADE, ANY SUCH INFORMATION 0 REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZE BY THE CITY OR THE UNDERWRITER. THIS OFFICIAL STATEMENT DOES NC CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE DESCRIBED 0 THE COVER PAGE OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER 'I BUY NOR SHALL THERE BE ANY SALE OF THE BONDS BY ANY PERSON IN A? JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATIC OR SALE. THIS OFFICIAL STATEMENT IS NOT TO BE CONSTRUED AS A CONTRA( WITH THE PURCHASERS OF THE BONDS. Statements contained in this Official Statement which involve time estimates, foreca or matters of opinion, whether or not expressly so described herein, are intended solely as SI: and are not to be construed as representations of fact. The information set forth herein has be furnished by the City, or other sources which are believed to be reliable, but it is not guarante as to accuracy or completeness, and is not to be construed as a representation by I Underwriter. The information and expressions of opinion herein are subject to change with( notice and neither the delivery of this Official Statement nor any sale made hereunder shi under any circumstances, create any implication that there has been no change in the affairs the City since the date hereof. This Official Statement is submitted in connection with the sale of securities referred herein and may not be reproduced or be used, as a whole or in part, for any other purpose. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRI? MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN T MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERW PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL T BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGE AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ( THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANG FROM TIME TO TIME BY THE UNDERWRITER. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH A THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECUNT LAWS OF ANY STATE. -jj+ 1 r 0 0 OFFICIAL STATEMENT * $ CITY OF CARLSBAD (RANCHO CARRILLO) LIMITED OBLIGATION IMPROVEMENT BONDS ASSESSMENT DISTRICT NO. 96-1 INTRODUCTION The purpose of this Official Statement, which includes the cover page and Appendic hereto (the "Official Statement"), is to provide certain information concerning the sale ill issuance of the City of Carlsbad Assessment District 96-1 (Rancho Carrillo) Limited Obligati Improvement Bonds (the "Bonds"). This Introduction is not a summa y of this Official Statement. It is only a brief description and guide to, and is qualified by, more complete and detailed information contained in the entire Ofic Statement, including the cover page and appendices hereto, and the documents summarized or descril herein. A full review should be made of the entire OfJClcial Statement. The ofleering of the Bonds potential investors is made only by means of the entire Official Statement. The City The City of Carlsbad, California (the "City") is located approximately 35 miles north the City of San Diego on the southern California coast. The City is a general law c incorporated in 1952. The City covers approximately 42 square miles. The City has a cum estimated population of 70,100. See APPENDIX A - "GENERAL INFORMATION ABOUT T CITY OF CARLSBAD" attached hereto. The District Assessment District 96-1 (Rancho Carrillo) (the "District") was created by the C pursuant to proceedings taken under the Municipal Improvement Act of 1913 (the "Bond Law The District includes 15 assessed parcels (the "Assessment Parcels") which compr approximately 678.8 gross acres. Properties in the District are currently being develol pursuant to a Master Plan approved by the City on October 21,1997 (the "Master P1an")wh calls for the eventual construction of a planned community including 345 net residential ac and approximately 1,648 residential units. The Master Plan anticipates development of residential clusters or "villages". See "THE DISTRICT" herein. In connection with developm of properties in the District, the San Marcos Unified School District (the "Sch001 District") initiated proceedings to issue in October 1998 approximately $12 million of bonds (the "Sch District CFD Bonds") secured by Mello-Roos special taxes levied on properties in the Dish See "THE DISTRICT - Overlapping Liens" herein. * Preliminary; subject to change. i 1 0 0 Authority for Issuance of the Bonds The Bonds are being issued pursuant to the Improvement Bond Act of 1915 (the "Bo Law"), a Resolution of Issuance adopted by the City Council on September 1,1998 and a Bo Indenture, dated as of October 1, 1998 by and between the City and [PayingAgent], as i paying agent (the "Paying Agent"). See "THE BONDS - Authority for Issuance" herein. 7 Bonds are issued upon and secured by certain unpaid Assessments against the Assessmt Parcels, together with interest thereon. Sources of Payment for the Bonds The Bonds are limited obligation improvement bonds of the City. The Bonds are isst upon and are secured by certain unpaid assessments (the "Assessments") against t Assessment Parcels together with interest thereon. The unpaid Assessments together w interest thereon constitute a trust fund for the redemption and payment of the principal of t Bonds and the interest thereon. The Bonds are also secured by the monies in the Redempti Fund and the Reserve Fund created pursuant to the assessment proceedings. The City's obligation to advance funds to pay debt service on the Bonds in t event Assessment installment collections are insufficient is limited to amounts on depo from time to time in the Reserve Fund, and if so advanced will reduce the Reserve Fu by the amount of the funds advanced. See "SECURITY FOR THE BONDS" herein. Purpose of the Bonds The net proceeds of the Bonds, along with other available funds, will be used (i) acquire and construct certain public infrastructure within the District, as more fully descrik herein, (ii) to fund a reserve fund for the Bonds and (iii) to pay certain costs of issuing 1 Bonds. See "THE BONDS - Purpose of Issue" and "THE DISTRICT - The Improvement Proje herein. Description of the Bonds Payments. Interest is payable on March 2,1999, and semiannually thereafter on Marcl and September 2 each year. Principal of and premium, if any, on the Bonds shall be payable Bonds. See "THE BONDS - General Provisions" and "Book-Entry Only System" herein. [Paying Agent], as registrar, transfer agent and paying agent (the 'Taying Agent") for t Denominations. The Bonds will be issued in denominations of $5,000 each or integ multiples thereof. Redemption. The Bonds are subject to redemption on any March 2 or September 2, a redemption price equal to the principal amount to be redeemed, plus accrued interest to i redemption date, together with a premium. See "THE BONDS - Redemption" herein. Registration, transfers and exchanges. The Bonds will be issued as fully registered bonc registered in the name of Cede & Co. as nominee of The Depository Trust Company, New Yo: New York ("DTC"), and will be available to actual purchasers of the Bonds (the "Benefic Owners") under the book-entry system maintained by DTC. See "THE BONDS - "Payme Registration, Transfer and Exchange of Bonds" and "Book-Entry Only System." -2- 1 0 0 Land Value The City has engaged the services of Lipman Stevens Marshall & Thene, Inc., San Diegl California (the "Appraiser"), to prepare an appraisal (the "Appraisal") with respect to tl- properties within the District. Such appraisal shows that the appraised value of the propertit within the District as of August 15,1998 is $98,890,000, which provides an over-all value-to-lie ratio of : for the Bonds and the School District CFD Bonds. See "THE DISTRICT Property Values" herein. Tax Exemption Assuming compliance with certain covenants and provisions of the Internal Reveni Code of 1986, in the opinion of Bond Counsel, interest on the Bonds will not be includable gross income for federal income tax purposes although it may be includable in the calculatic for certain taxes. Also in the opinion of Bond Counsel interest on the Bonds will be exem from State of California personal income taxes. See "LEGAL MATTERS - Tax Exemptio herein. Professionals Involved in the Offering All proceedings in connection with the issuance of the Bonds are subject to the appro\ of Brown Diven Hessell & Brewer LLP, Solana Beach, California, Bond Counsel to the Cii [Paying Agent] will act as the Paying Agent. Stone & Youngberg LLC is acting as underwrit in connection with the issuance and delivery of the Bonds, and Best, Best & Krieger, Riversic California, is acting as Underwriter's Counsel. Jones Hall, A Professional Law Corporation serving as Disclosure Counsel. Kadie-Jensen, Johnson & Bodnar, San Diego, California is acti as Financial Advisor to the City. Berryman & Henigar, Consulting Engineer, San Dieg California will provide assessment consulting services to the City. The firm of Lipman Steve Marshall & Thene, Inc., San Diego, California, has prepared an appraisal with respect to ti properties within the District. The Meyers Group, Solana Beach, California, has rendered market analysis and absorption projection assessing current and future supply and dema conditions for residential units in the District. Paymt of fhefees and expenses of Bond Couns Underwriter's Counsel and Disclosure Counsel is contingent upon the issuance of the Bonds. Continuing Disclosure Each of the City and Continental Ranch, Inc. (the "Developer") has covenanted for t benefit of holders and beneficial owners of the Bonds to provide certain financial and operati data (the "City Annual Report" and the Developer Annual Report", respectively). The C. Annual Report will be delivered by not later than 9 months following the June 30 end of fiscal year, commencing with the report for the 1997-98 Fiscal Year. The Developer Ann1 Report shall be delivered by not later than 9 months following the September 30 end of its fisc year (which currently would be by July 1 each year). Both the City and the Developer have a1 covenanted to provide notices of the occurrence of certain enumerated events, if material. T City Annual Report and the Developer Annual Report will be filed by the Dissemination Agc on behalf of the City and the Developer, respectively, with each Nationally Recogniz Municipal Securities Information Repository, and with the appropriate State informati depository, if any. The notices of material events will be filed by the Dissemination Agent behalf of the City and the Developer, respectively, with the Municipal Gecdties Rulemaki Board (and with the appropriate State information depository, if any). The specific nature of i information to be contained in the City Annual Report and the Developer Annual Report or 1 notices of material events is set forth below in "APPENDIX C - Forms of the Continui Disclosure Certificates". These covenants have been made in order to assist the Underwriter -3- 1 I 0 0 complying with S.E.C. Rule 15c2-12@)(5) (the "Rule"). Neither the City nor the Developer h ever failed to comply, in all material respects, with an undertaking pursuant to the Rule. -4- I 0 0 THE FINANCING PLAN Purpose of Issue The purpose of the Bonds is to provide funds for the acquisition and construction certain public infrastructure within the District, including roadway improvements, domest water distribution systems, sewer improvements, reclaimed water and other ancilla. improvements. Such improvements include the construction of a six-lane roadway traversh the District, known as Melrose Drive, the construction of improvements to Palomar Arrpc Road in the District, and the construction of water mains, sewer mains, reclaimed water mai and pressure reducing station. See "THE DISTRICT - The Improvement Project" herein. Estimated Sources and Uses of Funds The proceeds to be received from the sale of the Bonds, together with other applical: sources, are estimated to be applied as follows: Estimated Sources and Uses SOURCES Par Amount of the Bonds Less Underwriter's Discount Total Sources USES Deposit to the Improvement Fund (I] Deposit to the Escrow Account (2) Deposit to Reserve Fund (3) Deposit to Capitalized Interest Fund (4) Deposit to Costs of Issuance Fund (5) Total Uses (1) (2) Represents a portion of the Bond proceeds initially available to reimburse the Develo er construction of certain infrastructure improvements in the District. See "THE DISTRICf- 1 Improvement Project" herein. Represents the portion of the Bond roceeds to be released upon satisfaction of certain value-to-l conditions. See 'SECURITY FOR & BONDS -Establishment of Escrow Account" herein. Failurc satisf these conditions may result in a mandatory redem tion of the Escrow Term Bonds. See "T Bond proceeds will be used to make an initial de osit into the Reserve Fund in the amount of Reserve Re uirement. "SECURITY FOR THE BON& - Reserve Fund" herein. Consisting hded interest on the Bond through Se tember 2,1999. Paying Agent fees, financial advisory fees, printing costs, and other costs associated with issuanci the Bonds. BON8S - Mandatory Redemption from Escrow Account ?p ransfers" herein. Costs of Issuance include legal fees, Bond Counse P fees, engineering fees, City administration f4 (3) (4) (5) -5- 1 0 0 THE BONDS General Provisions The Bonds will be dated the date of delivery thereof, and will be issued in the aggrega principal amount set forth on the cover hereof. The Bonds will bear interest from their datc date at the rates per annum set forth on the cover page hereof, payable semiannually on eac March 2 and September 2, commencing March 2,1999 (each, an "Interest Payment Date"), ar will mature in the amounts and on the dates set forth on the cover page hereof. The Bonds w be issued in fully registered form in denominations of $5,000 each or any integral multip thereof. Principal of and premium, if any, on the Bonds are payable in lawful money of t! United States of America upon surrender of the Bonds at the principal corporate trust office the Paying Agent. Interest on the Bonds (including the final interest payment upon maturity early redemption) is payable by check of the Paying Agent mailed by first class mail to t registered owners as shown on the Paying Agent's books as of the fifteenth day of the calend month immediately preceding each interest payment date. Authority for Issuance the City Council on September 1,1998 and a Bond Indenture, dated as of October 1,1998 (t "Indenture") by and between the City and [Paying Agent], as paying agent (the "Paying Agent The Bonds are issued upon and primarily secured by certain unpaid assessments (t "Assessments") against parcels of land (the "Assessment Parcels") within the District, togetk with interest thereon. Redemption The Bonds are issued pursuant to the Bond Law, a Resolution of Issuance adopted Optional Redemption. All Bonds are subject to redemption prior to maturity at the opti balance thereof, plus accrued interest to the date of redemption, together with a premii (computed upon the principal amount of the Bonds to be redeemed) as set forth in the followi table: of the City, in whole or in part, on any March 2 or September 2 upon payment of the princil RedemDtion Dates Redemution Premium March 2,1999 any March 2 or September 2 through September 2,2003 3.0% March 2,2004 and September 2,2004 March 2,2005 and September 2,2005 2.0 1 .o Mandatory Redemption of Tm Bonds. The Bonds maturing on September 2,2018 a September 2,2028 (the "Term Bonds") and the Escrow Term Bonds maturing on Septembei 2028 are subject to mandatory redemption in part, by lot, prior to their stated maturity September 2 in the following years and in the following principal amounts, together w interest accrued on such mounts to the date fixed for redemption, without premium -6- 1 0 0 Term Bond MaturinE September 2,2018 September 2 Principal Amount 2013 2014 2015 201 6 201 7 2018 (maturity) Term Bond MaturinP SeDtember 2,2028 September 2 Princbal Amount 201 9 2020 2021 2022 2023 2024 2025 2026 2027 2028 (maturity) Escrow Term Bond Maturine September 2.2028 September 2 PrinciDal Amount 201 9 2020 2021 2022 2023 2024 2025 2026 2027 2028 (maturity) The amounts in the foregoing tables will be reduced in the manner specified in tl Indenture as a result of any prior partial optional redemption of the Bonds or, with respect Escrow Account, as described in the following paragraph. the Escrow Term Bonds only, a mandatory redemption from unexpended amounts in tl Mandato y Redemption from Unexpended Amounts in Escrow Account. The Bonds are ak subject to mandatory redemption, in whole or in part, from amounts withdrawn from tl Escrow Account of the Improvement Fund and transferred to the Prepayment Account of tl Redemption Fund, on the first Interest Payment Date for which notice of such redemption ci be timely given, at a redemption price equal to 103 percent of the principal amount thereof to 1 redeemed together with interest thereon to the redemption date. As discussed below und "SECURITY FOR THE BONDS - Establishment of Escrow Account", a portion of the Bor proceeds will be deposited initially into the Escrow Account to be released and applied -7- 1 0 0 reimburse the Developer for project costs as the appraised valuation of certain properties in t District increases to support a basic 3:l value-to-lien ratio based upon the lien of t Assessments and the School District CFD Bonds. The Escrow Account will close on July 1,20( or such later date as is permitted in the ophion of bond counsel, and amounts will transferred to the Prepayment Account to be applied to the mandatory redemption of Bonds I the next Interest Payment Date. No interest will accrue on a Bond beyond the March 2 or September 2 on which tl: Bond is called for redemption. Notice of redemption must be given to the registered Owner the Bond by personal service or registered or certified mail at least 30 days prior to t redemption date. The determination as to which Bond or Bonds are to be called will be made accordance with the provisions of the Bond Law. Circumstances Leading to Reliempfion ofBonds Prior to Mafurity. Bond purchasers should aware of the following circumstances, among others, that may lead to redemption of Bon prior to maturity: (i) Prepayment of all or part of any Assessment, as the result of developme in the District or otherwise. In this regard, the City and Continental Ranch, Inc. ha executed an "Agreement for Filing of Final Maps Within Assessment District No. 9t (Rancho Carrillo)" (the "Prepayment Agreement"). The Prepayment Agreeme provides that prior to approval of each final map creating lots upon which a sing family detached dwelling unit may be constructed and sold (a "Final Map") withir village, the City's Assessment Engineer will make a preliminary determination of t apportionment of Assessments to each lot to be created by the Final Map in accordar with the method and formula of Assessment spread set forth in the Engineer's Rep( (the "Preliminary Apportionment"). If the Preliminary Apportionment indicates that t Assessment per lot upon filing of the Final Map (the "Apportioned Assessment") WOL exceed the Assessment per lot identified in the Engineer's Report for the village by mc than 3 percent, then prior to filing the Final Map, Continental Ranch, Inc. (or successors and assigns) will, as a condition of approval of such Final Map, pay t amount (the "Prepayment Amount") required to reduce the Apportioned Assessment an amount not greater than the Assessment for each lot projected in the Enginee Report with respect to such lot. No Final Map will be approved unless and until t Property Owner pays the Prepayment Amount, if applicable. The City will apply t Prepayment Amount to redeem bonds pursuant to the optional redemption provisic set forth above on the next succeeding Interest Payment Date. (ii) (iii) (iv) (v) Issuance of refunding bonds. Pursuant to the Bond Law, the City m Accumulation of investment income in the Redemption Fund. Transfer of investment income from the Reserve Fund to the Redempti Transfer of amounts on deposit in the Escrow Account of t Improvement Fund. See 'THE BONDS - Redemption - Mandatory Redemption frc Unexpended Amounts in Escrow Account" above. Payment, Registration, Transfer and Exchange of Bonds issue refunding bonds for the purpose of redeeming the Bonds. Fund. See "SECURITY FOR THE BONDS - Reserve Fund". The Bonds will be issued as fully registered bonds, registered in the name of Cede & ( as nominee of The Depository Trust Company, New York, New York ("DTC"), and will -8- I 0 0 available to actual purchasers of the Bonds (the "Beneficial Owners") in the denominations s forth above, under the book-entry system maintained by DTC, only through brokers ar dealers who are or act through DTC Participants (as defined herein) as described herei Beneficial Owners will not be entitled to receive physical delivery of the Bonds. See "TI- BONDS - Book-Entry Only System." In the event that the book-entry-only system is no long used with respect to the Bonds, the Bonds will be registered and transferred in accordance wi the Indenture. See "THE BONDS - Book-Entry Only System - Discontinuance of DTC Service.' Book-Entry Only System DTC will act as securities depository for the Bonds. The Bonds will be executed ill delivered as fully-registered securities registered in the name of Cede & Co. PTC's partnersh nominee). One fully-registered certificate will be issued for each maturity of the Bonds, each the initial aggregate principal amount of such maturity, and will be deposited with DTC. S "APPENDIX I - Book-Entry-Only Provisions". Parity Bonds will be issued or incurred that are secured by or payable from Assessments. The City has covenanted in the Indenture that no additional bonds or other obligatio -9- 0 0 Estimated Debt Service Schedule The following table presents the debt service s&edule for the Bonds, assuming r redemptions are made: Year Ending SeDtember 2 principal Interest rn 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 201 1 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 -10- 0 0 SECURITY FOR THE BONDS Assessments The Bonds are issued upon and are secured by the unpaid assessments against tl Assessment Parcels, together with interest thereon. The unpaid Assessments together wi interest thereon constitute a trust fund for the redemption and payment of the principal of tl Bonds and the interest thereon. All the Bonds are secured by the monies in the Redemptic Fund and the Reserve Fund created pursuant to the assessment proceedings. Principal of a~ interest on the Bonds are payable exclusively out of the Redemption Fund. Although the unpaid Assessments constitute fixed liens on the Assessment Parce they do not constitute personal indebtedness of the owners of the Assessment Parce Furthermore, there can be no assurance as to the ability of the owners to pay the unpa Assessments. The unpaid Assessments levied on the Assessment Parcels will be collected in ann^ installments, together with interest on the declining balances, on the tax roll of the County San Diego (the "County") on which general taxes on real property are collected, and the unpa assessments are payable and become delinquent at the same time and in the same proportiom amounts and bear the same proportionate penalties and interest after delinquency as do gene1 taxes, and the Assessment Parcels are subject to the same provisions for sale and redemption are properties for nonpayment of general taxes. The annual assessment installments togeth with interest are to be paid into the Redemption Fund which will be used to pay the principal The Bonds are not secured by the general taxing power of the City or the State and interest on the Bonds as they become due. any political subdivision of the State, and neither the City nor the State nor any politic subdivision of the State has pledged its full faith and credit for the payment thereof. Covenant to Commence Foreclosure Proceedings The City covenants in the Indenture with and for the benefit of the owners of the Bon that it will order, and cause to be commenced, and thereafter diligently prosecute to judgme (unless such delinquency is brought current), an action in the superior court to foreclose the li of the Assessment or any installment thereof not paid when due as provided in the followb two paragraphs. The Finance Director will notify the City Attorney of any such delinquency which it is aware, and the City Attorney will commence, or cause to be commenced, su proceedings. On or about February 15 or June 15 of each Fiscal Year, the Finance Director w compare the amount of Assessments theretofore levied in the District to the amount Assessments theretofore received by the City, and: (A) Individual Delinquencies. If the Finance Director determines that (i) any sing parcel is subject to an Assessment delinquency in the aggregate amount of $2,500 or more or ( any owner owns one or more parcels subject to an Assessment delinquency in an aggrega amount of $2,500 or more, then the Finance Director shall send or cause to be sent a notice delinquency (and a demand for immediate payment thereof) to the property owner within days of such determination, and (if the delinquency remains uncured) foreclosure proceedin shall be commenced by the City within 90 days of such determination to the extent permissit: under applicable law. -1 1- I 0 0 (b) wegate Delinauencies. If the Finance Director determines that (i) the to amount of delinquent Assessments for the prior Fiscal Year for the entire District (including t total of delinquencies under paragraph (a) above) exceeds 5% of the total Assessments due a: payable for the prior Fiscal Year, the City shall notify or cause to be notified property own( who are then delinquent in the payment of Assessments (and demand immediate payment the delinquency) within 45 days of such determination, and shall commence foreclost proceedings within 90 days of such determination against each parcel of land in the Distr with an Assessment delinquency. (c) Developer Delinauencies. If the Finance Director determines that th( are ten or fewer owners of real property in the District (other than owners of sin; residential lots), determined by reference to the latest available secured property tax I of the County, and that any such owners own property subject to an Assessmt installment delinquency, the City shall send or cause to be sent within 45 days of SI; determination a notice of delinquency (and demand for immediate payment thereof) such nonresidential owners of property within the District that is subject to delinquer and (if the delinquency remains uncured) shall cause foreclosure proceehgs to commenced within 90 days of such determination to the extent permissible un( applicable law. In the event court foreclosure proceedings are necessary, there may be a delay payments to Bond owners pending prosecution of the foreclosure proceedings and receipt the City of the proceeds of the foreclosure sale. It is also possible that no bid for the purchase the applicable property would be received at the foreclosure sale. See also the section her1 entitled "SPECIAL RISK FACTORS." Priority of Lien Each Assessment and each installment thereof, and any interest and penalties there1 constitutes a lien against the parcel of land on which it was imposed until the same is paid. 1 lien is subordinate to all fixed special assessment liens imposed upon the same property prioi the date that the Assessments became a lien on the property assessed, but has priority over private liens and over all fixed special assessment liens which may thereafter be created agai the property. The lien is co-equal to and independent of the lien for general taxes and 2 community facilities district special taxes. In connection with the development of the proper1 within the District, it is expected that the San Marcos Unified School District will compl proceedings to finance the construction of school facilities from the proceeds of special ta Property Values The firm of Lipman Stevens Marshall & Thene, Inc., San Diego, California ( "Appraiser") has prepared an appraisal (the "Appraisal") with respect to the properties wit the District. The full text of the Appraisal is attached hereto as Appendix G. The stated purp of the Appraisal was to estimate the market value of the properties within the District, assum all of the improvements to be financed from the proceeds of the Bonds have been comple and that the property is encumbered by the lien of the Assessments. The market value of si properties has been estimated by a "discounted cash flow analysis" in which the market valuc a property is equal to the present value of future net cash flows from such property. Valuat of properties within the Rancho Carrillo Project has been determined by valuing undevelol properties in bulk, as if purchased by a single buyer (that is, by individual home build companies), and by discounting future net revenues (on a quarterly basis) that are anticipate( be generated by the development and sale of the finished product. levied in the District. See "THE DISTRICT - Overlapping Liens" Below. -12- e e For purposes of determining the schedule for development and sale of properties, tl Appraisal has utilized information provided by The Meyers Group, which has prepared market analysis and absorption projection assessing current and future supply and dema conditions for residential units in the District. The Appraisal assumes a market exposure time six months. See Appendix H hereto for a more detailed discussion of the conclusions of T Meyers Group's market analysis and absorption study. The Appraisal has been prepared to comply with the applicable industry standarc including published standards of the California Debt and Investment Advisory Commission. Based on the foregoing, the Appraisal reports that the estimated prospective value oft properties within the District as of August 15,1998 is $98,890,000. For each of the componei of the Rancho Carrillo Project, the Appraisal shows the following estimated amounts of incor to be received from the sale of such components following the completion of constructic assuming that all on and off-site improvements have been completed and the property in t District is subject to the lien of the Assessments, and the resulting allocation of discount value. See the discussion of "Valuation by Discounted Cash Flow Analysis" in the Apprai attached hereto as Exhibit G for a more complete discussion of the assumptions employed the Appraiser. -13- 0 0 Table 1 City of Carlsbad Assessment District 96-1 (Rancho Carrillo) Summary of Appraisal Total ' Type Finished Discounted Value Village Dwelling Units of DwellinE Unit Lot Value A 165 Townhomes $8,415,000 C 114 Duplexes 9,120,000 D 87 SFD-Entry level 10,005,000 F 97 SFD-Initial move-up 11,155,000 G 39 SFD-Move up 7,020,000 H 72 SFD-Executive 14,328,000 J/Q1 100 SFD-Move UP 14,600,000 K 93 SFD-Move UP 13,485,000 L 82 Twnhms/Flats 4,510,000 M 67 SFD- Move up 10,720,000 N 102 Townhomes 6,630,000 0 49 SFD-Initial move-up 6,370,000 P 56 SFD-Initial move-up 7,280,000 Q1 67 SFD-Move up 10,385,000 Q2 55 SFD-Executive 10,450,000 T n/a Religious Site 523,000 B1 /B2 240 AptdFlats - (1) E 93 SFD-Entry level 10,230,000 Q4/R3 70 SED-MO\Y up 10,850,000 U n/a Day Care Site 444.ooo Totals 1,648 $166,520,000 $98,890,000 (1) Properties in the B1/B2 area were assumed to have no value since they consist of affordable housing ren units which the Developer is required to construct in order to obtain overall project approvals; the cost constructing such units is assumed to exceed the value from the anticipated income stream from such units. Source: Continental Ranch, Inc.; the Appraisal (see Appendix G) Establishment of Escrow Account The Indenture establishes an Escrow Account which will be held by the City, into whi a portion of the Bond proceeds will be deposited. See "THE FINANCING PLAN - Estimatc Sources and Uses of Funds" herein. The purpose of the Escrow Account is to ensure that tl value-to-lien ratio is maintained at a minimum 3:l level within each village in the Distric including the lien of the Assessments and the lien of the special taxes securing the Scho District CFD Bonds. See "THE DISTRICT - Overlapping Liens" herein. In accordance with tl Indenture, amounts will be retained in the Escrow Account until such time as the appraist value of land and improvements in a particular village, as valued in an appraisal prepared 1: an independent MA1 appraiser approved by the City, is at least three times the sum of (1) tl aggregate amount of current liens allocated. to any village, (2) the amount then proposed to I released from the Escrow Account with respect to such village, and (3) the amount of all pric releases from the Escrow Account with respect to such village. The Indenture establishes maximum amount for each village which may be released from the Escrow Account as follows -14- 1 0 0 Table 2 City of Carlsbad Assessment District 96-1 (Rancho Carrillo) Maximum Escrow Account Release per Village Current Maximum Village Agpeeate Lien Escrowed Amount A B1 /B2 C D E F G H I/Q1 K L M 0 P N Q1 Q2 Q4/R3 T U Totals The Escrow Account will be closed, and all remaining amounts therein will 1: transferred to the Prepayment Account of the Redemption Fund and applied to the mandatoi redemption of the Bonds, on July 1,2001, or such later date as may be permitted in the opinic of bond counsel filed with the City. Reserve Fund On the date of issuance and delivery of the Bonds, the City will make an initial depos from Bond proceeds into the Reserve Fund in the amount of the Reserve Requirement. See "TH FINANCING PLAN - Estimated Sources and Uses of Funds" herein. The Reserve Requiremei is defined in the Resolution to be the lesser of 10% of the principal mount of the Bonds, 125% t average annual debt service or maximum annual debt service for any twelve-month perio ending on September 2. For purpose of such calculation, the term "debt service" means tk scheduled amount of interest and amortization of principal payable on the Bonds during th period of computation, excluding amounts scheduled during such period which relate t principal which has been retired before the beginning of such period. Investment eamings o amounts on deposit in the Reserve Fund will be retained therein until such time as the amour on deposit in the Reserve Fund is equal to the Reserve Requirement. Monies in the Resew -1 5- 0 0 Fund will be held by the City as a reserve for the payment of principal of (including requirt sinking fund payments, if any), interest and any premium on the Bonds. follows: The Reserve Fund will be maintained, used, transferred, reimbursed and liquidated (a) Whenever there are insufficient funds in the Redemption Fund to pay the ne maturing installment of principal of or interest on the Bonds, an amount necessa to make up such deficiency will be transferred from the Reserve Fund, to the exk of available funds, to the Redemption Fund. The amounts so advanced will reimbursed from the proceeds of redemption or sale of the parcel for whi payment of delinquent installments of the Assessments and interest thereon l- been made from the Reserve Fund. In the event an unpaid Assessment is paid in cash in advance of the final Bo maturity date, the City will credit such prepaid Assessment with a proportion; share of the Reserve Fund, thus reducing the total amount of the Reserve FLU The amount to be so credited will be the pro rata share of the original am01 Assessment Parcel with respect to a prior prepayment and less any amoi previously transferred from the Reserve Fund to the Redemption Fund as a res of the delinquency in the payment of assessment installments for the Assessm Parcel for which the Assessment is being prepaid. The City will transfer amount representing such credit from the Reserve Fund to the Redemption Func Except to the extent, if any, required for rebate to the federal government, proceeds from investment of monies in the Reserve Fund will remain in Reserve Fund until the balance therein is equal to the Reserve Requirement. such proceeds in excess of the Reserve Requirement will be transferred to Redemption Fund prior to each Interest Payment Date and will be credi towards the unpaid Assessments. When the balance in the Reserve Fund is sufficient to retire all Bonds tl outstanding (whether by advance retirement or otherwise), the amount of Reserve Fund will be transferred to the Redemption Fund, and the remain installments of principal and interest not yet due will be canceled with payment, and the Reserve Fund will be liquidated in the retirement of the Bond! If proceeds are realized from redemption or sale of properties with respect to wh payment of delinquent assessments and interest thereon was made from the Reserve Fund, s proceeds will be credited to the Reserve Fund. (b) deposited in the Reserve Fund, less any amount previously credited to (c) (d) -1 6- 0 0 Sales of Tax Defaulted Property Generally Property securing delinquent Assessment installments which is not sold pursuant to tl judicial foreclosure proceedings described above may be sold, subject to redemption by tl property owner, in the same manner and to the same extent as real property sold f nonpayment of general County property taxes. On or before June 30 of the year in which su delinquency occurs, the property becomes tax-defaulted. This initiates a five-year peril duhng which the property owner may redeem the property, At the end of the five-year peric the property becomes subject to sale by the County Treasurer and Tax Collector. Except certain circumstances, as provided in the Bond Law, the purchaser at any such sale takes su property subject to all unpaid assessments, interest and penalties, costs, fees and other charg improvement assessments which may have priority. Limited Obligations of the City Upon Delinquency which are not satisfied by application of the sales proceeds and subject to all pub If a delinquency occurs in the payment of any Assessment installment, the City has duty to transfer into the Redemption Fund the amount of the delinquency except from mon available in the Reserve Fund. There is no assurance that funds will be available in the Reserve Fund for tl purpose and if, during the period of delinquency, there are insufficient funds in t Reserve Fund, a delay may occur in payments to the Bond owners or there may insufficient funds to make such payments. If there are additional delinquencies af exhaustion of funds in the Reserve Fund, the City has no direct or contingent liability transfer into the Redemption Fund the amount of delinquency out of any other availal monies of the City. No Acceleration The principal of the Bonds will not be subject to acceleration under the provisions of Indenture. -1 7- e 0 THE DISTRICT Description The District, which is comprised of 678.81 gross acres of land in various stages 1 development, is located in the City of Carlsbad approximately three miles east of Intersta Hi hwa 5. The District was formed to provide a means of financing major infrastructure su( as streets and utilities necessary for further development of the Rancho CarAUo master-pIanulc community ("Rancho Carrillo"; see "The Rancho Carrillo Project" below). District topolo includes rolling hillsides and canyons, and the Pacific Ocean is about four miles west of t District. The adjacent community of La Costa, which includes the La Costa Hotel and Spa, located on the south side of the District. The Palomar Airport is one mile to the west. T District has access to nearby beaches as well as regional shopping centers. The property on t westerly side of the District, across Palomar Airport Road, contains several light izldustr parks and research and development centers, with approximately twenty companies tl employ 25 to 400 employees each. The District is comprised of 15 Assessment Parcels with fa separate owners, the City, which owns the historic Leo Carrillo ranch house and an element; school site, Continental Ranch, Inc., which is the primary owner of the property comprising t Rancho Carrillo Project, and two merchant builders, Shea Homes and Toll Brothers. See I'T Rancho Carrillo Project" and "Land Ownership in the District" below. Methods of Assessment and Assessment Spread As described in the Assessment Engineer's Report prepared with respect to the Distr the assessments levied in the District were allocated upon the parcels of land specially benefi parcel. See "APPENDIX D - Excerpts from the Engineer's Report". The Rancho Carrillo Project EiY thereby in direct proportion and relation to the estimated special benefits to be received by e; The Rancho Carrillo Project is a master-planned community which is currently plm to include at build out 345 net acres of residential housing consisting of 1,047 single fan homes and 601 multi-family homes, an elementary school, 182 acres of open space (includ riparian and wetland areas, biological mitigation areas, parks and unconstrained open space community park site, a community facility site, a church site and a day care site. The Ma Plan (as amended) which governs the project was approved by the City Council of the Citj October 21,1997. No further amendment or zoning changes are anticipated, with the exception of m: amendments for certain multi-family units which may be constructed. [Discuss Tentative n and Final Map status] The Master Plan calls for the ultimate construction of 18 residential clusters, or "villaf to be built in phases. The first phase of development, which is currently in progress, include eight villages. In most of the villages, Continental Ranch, Inc. is selling the village s consisting of completed building pads which have been fully graded, with available roads utilities, to home building companies. The home building companies will then construct sell the units within its village to individual homeowners. Continental Ranch, In maintaining control over the design and development standards, as well as the product through purchase agreements with the home building companies. To date, Continental Ra Inc. has executed purchase agreements with Shea Homes, HOI/Barone & Galasso, Toll Brot and Monarch Homes for five of the planned Phase I villages. Continental Homes will bt home builder for the remaining three villages in Phase I. The estimated time of commence1 -1 8- 0 0 of home sales for the Phase I villages range between October 1998 and March 1999. Plannc square footage of the units range from 720 - 1,130 square feet (for rental/stacked flats) to 2,40C 4,400 square feet (for higher-end single family homes). Expected end-user prices range fro $135,000 to $520,000, [Similar discussion of Phase 111 The estimated schedule for completion of each village within the Rancho Card Project, including the number of units and type/size of dwelling unit, is shown in the followb table: Table 3 City of Carlsbad Assessment District 96-1 (Rancho Carrillo) Overall Project Completion Schedule Total Type of Expected Perio Village Phase Dwellina Units Residence of Home Sale A 1 165 Townhomes July 2000 - Feb 2 B1 /B2 1 * 240 Apts. /Flats June 1999 - May l C 1 114 Duplexes March 1999 - July D 1 87 SFD-Entry level March 1999 - Dec E 2 93 SFD-Entry level Jan 2001 - Dec 2 F 2 97 SFD-Initial move-up Dec 2000 - Dec 2 G 2 39 SFD-Move up Dec 2004 - Jan 2 H 1 72 SFD-Executive Feb 1999 - Dec 2 1 100 SFD-Move UP Sept 1998 -June K 2 93 SFD-Move UP Jan 2004 - May : L 2 82 Twnhms/Flats Oct 2000 - Feb 2 N 2 102 Townhomes Aug 2001 - Sept 0 1 49 SFD-Initial move-up Sept 1998 - Sept P 2 56 SFD-Initial move-up Sept 1999 - Oct 1 67 SFD-Move up Sept 1998 -July Q2 2 55 SFD-Execu tive Dec 2001 - Marcl Q4/R3 2 70 SFD-Move up Oct 2002 - Sept T 1 nla Religious Site n/a U 1 n/a Day Care Site n/a J/Q1 M 2 67 SFD- Move up Oct 2000 - Aug : Q1 Totals 1,@8 Source: Continental Ranch, Inc. -19- 0 The following table shows additional detail relating to the development schedule for tl first phase of the Rancho Carrillo Project. Table 4 . City of Carlsbad Assessment District 96-1 (Rancho Carrillo) Phase I Project Description Expected Earliest Escrow Expectec Village Builder of Units a(1) m Range Range ($1 C-g (2) Openinn D A Shea 165 n/a Townhomes 1,100 - 1,400 135,000 - Oct. 98 Jan 99 170,000 B HOI/Barone 118 n/a Apts./Flats 720 -1,130 Rental Number Avg. Lot Product Sq. Footage Price Mar 99 Mar 00 Oct. 98 & Galasso C Continental 114 5,200 Duplexes 1,410-2,060 193,000- n/a Oct 98 Homes 245,000 Homes level 295,000 Brothers Executive 520,000 up 369,000 Homes move-up 340,000 UP 429,000 D Continental 87 6,700 SFD-Entry 1,890-2,680 227,000- n/a Oct 98 H Toll 72 12,500 SFD- 3,500 - 4,400 436,000 - Oct. 98 (3) Oct 98 J/Q1 Shea 100 12,800 SFD-Move 2,210 - 2,870 329,000 - Oct. 98 (4) Aug 98 0 Continental 49 7,800 SFD-Initial 2,100 - 2,840 273,000 - n/a Aug 98 Q1 Monarch a 13,000 SFD - Move 2,600 - 3,400 379,000 - Oct. 98 Aug 9t 772 (1) In square feet. (2) Notwithstanding the existence of executed purchase agreements with potential merchant builders, no assurance can be given that escrow will close as scheduled, if ever. See "Land Ownership in the District" bel (3) Escrow with respect to 25 lots closed in mid-August. (4) Escrow with respect to 50 lots closed in mid-August. Source: Continental Ranch, Inc. Attached hereto as Appendix H is the Executive Summary of the "Market Analysis i Absorption Projection for the Rancho Carrillo Master Planned Community Located in the ( of Carlsbad; San Diego County, California" prepared by The Meyers Group, Solana Be: California. The Absorption Projection concludes that the 1,648 residential units at Ran Carrillo should be fully built-out in the 1998-2003 period, at an average annual absorption. of +/-235 for-sale units per year (+/-158 detached units and +/-77 attached units). projected, for-sale residential unit absorption should range from 98 units in the first year to units in the second year of sales, the peak year with the widest array of attached and detac projects selling. The Absorption Projection assumes a theoretical demand potential of +/-1 new residential units in the City over the next 10 years. See Appendix H hereto for a n detailed summary of the Absorption Projection. The Improvement Project The majority of Bond proceeds are being used to fund the acquisition of var initially by the Developer, to be reimbursed from Bond proceeds as described in this section mfrastructure improvements in the District, The cost of such improvements will be paic -20- , 0 0 under "SECURITY FOR THE BONDS - Establishment of Escrow Account". The infrastructu improvements are described generally as follows: Roadway Improvements, including the costs of constructing Melrose Drive from Palom Airport Road to the existing northern termination of Melrose Drive north of Alga Roa Melrose Drive will be a six-lane road which traverses the length of the Rancho Carrillo Projt from the northwest to the southeast, and will be improved with left turn lanes, medians ai shoulder improvements. Associated construction costs include demolition, grading, relocati or reconstruction of public improvements, curbs, gutters, sigrung and striping, storm dra detention embankment and mitigation areas, landscape and irrigation, and utility relocati within the public streets and easements. The Developer has dedicated all necessary roadw easements for construction of the Melrose Drive improvements. Other roadway improvements will include the construction of left-turn pock6 acceleration lanes, deceleration lanes and median improvements to the existing Palomar Airp Road, including related curbs and gutters, street lighting, storm drainage, traffic control i! signage. Domestic Water Improvements, including the acquisition of a back-bone domestic wz distribution system including hydrants, pressure-reducing station and other apputenan necessary for providing adequate water service to the District parcels. Sewer Improvements, including the acquisition of gravity sewers, manholes a Reclaimed Water Improvements, including the acquisition of a reclaimed water distribut Pursuant to an Agreement for the Acquisition, Construction and Financing of Cer Public Improvements Assessment District No. 96-1 (Rancho Carrillo), by and between the ( and Continental Ranch, Inc., dated December 9,1996 (the Acquisition Agreement"), the City agreed to purchase from Continental Ranch, Inc. certain improvements which benefit District parcels. The City has agreed to finance the purchase of such improvements through use of special assessment proceedings and the issuance of bonds, such as the Bonds. estimated costs of such improvements are set forth in the Acquisition Agreement; howe final payment by the City may not exceed the maximum amount for construction as set fort the Engineer's Report. Included in the acquisition costs are expenses relating to necesc engineering, plan preparation, specifications, bidding, and other costs. The Acquisition Agreement limits the amount of all outstanding special assessments Mello-Roos special tax obligations within the District, which must not exceed one-third of appraised value of property in the District. The Acquisition Agreement also limits the aru installment for any public special assessment and/or Mello-Roos special taxes, which must exceed 0.8% of the estimated purchase price of the property (in the determination of the Finr Director of the City). appurtenances in the public streets and easements serving the District parcels. system and appurtenances in the public streets and easements serving the District parcels. Land Ownership in the District The following information relating to Continental Ranch, Inc. and parties to certain purchase agreements and their proposed activities in the District was provided by Contim Ranch, Inc. Neither the Cify nor the Underwriter is responsible for the accuracy of information set forth below. Notwithstanding the desm'ption of the merchant builders €ha parties to executed purchase agreements with Continental Ranch, Inc., there is no assurance any merchant builder will ultimately purchase land within the District currently owne -21- 0 0 Continental Ranch, kc. pursuant to the terms of such purchase agreements or that the purchi agreements will not be terminakd or modified by mutual agveement of the parties, or that a nc defaulting party will elect to enforce its rights under a purchase agreement in the event of a her: by the other party. The great majority of the land in the District is currently owned by Continental Ran Inc., which is a wholly owned subsidiary of Continental Homes Holding Corporation; cert, land is also owned the City, which owns the CarriUo Ranch House and site, which is not subj to the Assessment lien, and by Shea Homes and Toll Brothers. As described above under "T DISTRICT - The Rancho Carrillo Project", Continental Ranch, Inc. has executed purch agreements with Shea Homes, HOI/Barone & Galasso, Toll Brothers and Monarch Homes five of the planned Phase I villages; the agreements with Shea and Toll Brothers, and resulting sales of certain villages, are expected to close in October of 1998 (although cert portions of the sales closed in mid-August). Below are short discussions of Continental Rar Inc., Monarch Homes, Shea Homes, HOI/Barone & Galasso and Toll Brothers and their curr or proposed activities in the District.. Continenfa2 Ranch, Inc. Continental Ranch, Inc. is a subsidiary of Continental Hor Holding Corporation ("Continental Homes"), which designs, constructs, sells and finan single-family homes for the entry-level and "move-up" buyer in Phoenix, Arizona; Austin, ! Antonio, Miami, Denver and Southern California, and is the ninth largest builder of sin; family detached homes in the United States. Continental Homes is the largest non-retirem homebuilder in the Phoenix market and the largest homebuilder in the Austin marl 1993 through 1996, through acquisitions of existing homebuilders. In July 1996, Continei Homes began selling homes at "Arizona Traditions", its first active adult commun Continental Homes also provides mortgage banking services to its homebuyers and to tl. parties in all of its locations. During fiscal year 1997, Continental Homes delivered over 4, homes which generated revenues of $681.8 million. After-tax profits during fiscal year 1 were $29.4 million, a 56% increase over Continental Homes' fiscal year 1996 record inco Continental Homes was incorporated in Delaware in June 1986. In 1998, Continental Homes and D.R. Horton, Inc. ("D.R. Horton") finalized a merge the two companies. Continental Homes is now a subsidiary of D.R. Horton and continue operate under its current name as a separate entity and as the largest division of D.R. Hor The merger created the fourth largest building company in the United States with combi revenues of $1.6 billion. Based on Builder Magazine's May 1997 ranking, D.R. Horton was the 18th lar; homebuilder in the United States. Since the initial public offering in June 1992, D.R. Horton expanded from 8 to 28 markets, increased revenues from $153 million to over $837 mill six homebuilding companies. The company is engaged primarily in the construction and sa single-family homes in metropolitan areas of the Mid-Atlantic, Midwest, Southeast, South1 and West regions of the United States. D.R. Horton offers high-quality homes with cus features, designed principally for the entry-level and "move-up" market segments. 1 Horton's homes generally range in size from 1,000 to 5,000 square feet and range in price f $80,000 to $600,000. For the year ended September 30,1997, D.R. Horton closed homes wid average sales price of approximately $166,700. D.R. Horton is one of the most geographic diversified homebuilders in the United States, with operating divisions in 21 states ani markets. Continental Homes entered the Austin, San Antonio, South Florida and Dallas markets du provided stockholders with an annual return on equity of 18.5%, and acquired and integr; [Describe financing method and entitlement status.] -22- 0 0 Monarch Communities. Monarch Communities of California, a subsidiary of Mona] scheduled to close in October 1998. Monarch is one of Canada's largest residential builders w annual revenues in excess of one-quarter billion dollars. Founded in 1917, Monarch (a publi traded company) has completed 57 consecutive years of profitability and is curren developing more than 35 residential developments in the fastest growing areas of Canada a the United States. In Southern California, Monarch recently completed its Pith year of operations and ! accelerated its expansion with developments starting later this year in San Clemente, Carlsb and Valencia. More specifically, 68 detached homes averaging in price in the high $200,000'~ planned for San Clemente; in the Rancho Carrillo Project, 67 large one and two story detacl luxury homes averaging sales prices in the $400,000'~ will be under construction in late sm of 1998; and approximately 325 varying-sizes homes are underway with the combined effort: Monarch and Taylor Woodrow in the Valencia master-planned community of the Woodlar scheduled for a late-1998 opening. Monarch has also joined Baywood Development in development of Los Paseos in Rancho Santa Margarita and Aborwalk in Tustin, two Oral County neighborhoods with a combined total of 149 small-lot detached homes that h immediately sold out in the first two phase releases. Development Corporation ("Monarch"), is in escrow to purchase Village Q1 and escrow [Describe financing method and entitlement status.] Shea Homes. Shea Homes, which is part of the J.F. Shea Co. Inc. organization, i! escrow to purchase Village A and Village J/Q1 and escrow is scheduled to close in October 1 (although Shea closed escrow on 50 lots in Village J/Ql in mid-August). The compan: privately held and has been operating for over 100 years. Management continues to be direc by members of the Shea family. Total home closings for 1997 exceeded 3,000 units, comparec approximately 2,600 for 1996. Fiscal year 1997 total revenues for J.F. Shea Co. Inc. exceedec billion. Shea Homes provides regional coverage with six operating divisions through California, Phoenix, Denver and North Carolina. Known for its product diversity, Shea Hoi delivers products ranging from condominiums and townhouses to detached housing, ( targets first-time buyers through luxury buyers. Shea Homes also develops master-plan communities , and is involved in all phases of development, from geological and environme feasibility studies to land acquisition and construction. Some of the awards won by S Homes include a National Housing Quality Award from the National Association of Hc Builders Research Center and Professional Builder Magazine, the California Council for Qua and Service's Eureka Award. [Describe financing method and entitlement status.] Toll Brothers. Toll Brothers is in escrow to purchase Village H and escrow is schedule close in October 1998, although Toll Brothers closed escrow on 25 lots in mid-August 1998. Toll Brothers, Inc. is the nation's leading builder of luxury homes, serving both movc and empty nester buyers in six regions of the country. The Company builds customized si] and attached homes, principally on land it develops and improves. The Company also oper its own architectural, engineering, mortgage, title, security, landscape, component assembly manufacturing operations. Toll Brothers is Listed on the New York and Pacific Stock Exchar under the symbol "TOI". The Company began business in 1967 and has sold over 19,000 ho in its 30-year history. -23- e 0 Toll Brothers currently offers homes in 16 states: Arizona, California, Connectici Delaware, Florida, Maryland, Massachusetts, Nevada, New Jersey, New York, North Caroh Ohio, Pennsylvania, Tennessee, Texas and Virginia, and controls approximately 24,000 lots. T Brothers is the only publicly traded home builder to have won all of the industry's highc honors: America's Best Builder, the National Housing Quality Award and Builder of the Ye The company has won many awards for its home designs, its management and financ performance and for its innovative environmental recycling program. [Describe financing method and entitlement status.] HOIBarone & GaZasso. HOI/Barone & Galasso is in escrow to purchase Village B a escrow is scheduled to close in October 1998. [more to come] [Describe financing method and entitlement status.] Environmental Conditions A Draft Environmental Impact Report for the Rancho Cdo Master Plan and Gent Plan Amendment (EIR 91-4) was prepared for the City by Recon Regional EnvironmeI Consultants, San Diego, California and circulated in October 1992 (the "DEIR"). In responst comments received during the public review period, certain changes were made to the DE although the assessment of significant impacts and recommended mitigation did not change Final Environmental Impact Report dated February 8,1993 (the "EIR') was certified by the C in ,1993. The Master Plan. The Rancho Carrillo Master Plan was originally adopted by the Cit: 1972 and subsequently amended in 1973,1982 and 1984 and, as considered by the EIR, agah 1993. The final form of the Master Plan was adopted by the City on October 21,1997. BioZugicaI Impacts. Although the EIR identified potentially significant impacts wetlands in the Rancho Carrillo Project, it concluded the Rancho Carrillo Riparian Mitigai Plan proposed as part of the Master Plan would fully mitigate on-site impacts. However, EIR concluded that the plan did not fully mitigate off-site impacts. The EIR recomment participation in the Habitat Management Plan being prepared by the City under an agreerc with the USFWS. [Discuss Habitat Management Plan] The EIR identified a number of plant species of "special concern" under the Califoi Department of Fish and Game's ("Fish & Game") Natural Diversity Data Base. Some p: communities in the Rancho Carrillo Project provide important habitat and food resourceh sensitive wildlife species which generally occur in these habitats, such as the coastal Califo gnatcatcher, orange-throated whiptail, San Diego homed lizard and various raptors. Two si listed plqt species, the San Diego thommint and the thread-leaved brodiaea, were found ir Rancho Carrillo Project; both are listed as endangered by Fish and Game and are in Catego for listing as threatened or endangered by the United States Fish and Wildlife Ser ("USFWS"). In addition, two plant species that are Category 2 candidates for listin] threatened or endangered by the USFWS and numerous plant species listed as sensitive bj California Native Plant Society were found on the Rancho Carrillo property. The EIR concluded there were no wildlife species listed as endangered or threatenel the USFWS or Fish & Game on the Rancho Carrillo property. However, the EIR identifiec coastal California gnatcatcher as a resident species, and it is proposed for federal listin threatened or endangered and is a Fish & Game species of special concern. Similarly, three species designated as Category 2 candidates for listing as threatened or endangered spt -24- , 0 0 were found in the Rancho Carrillo Project, and a number of species considered sensitive 1 various agencies and authorities were observed. The EIR noted the Master Plan incorporates extensive mitigation plans intended mitigate impacts to wetlands, the San Diego thornmint and the thread-leaved brodiat However, the EIR concluded that the proposed mitigation plans might not reduce biologic impacts to a level of insignificance and recommended additional mitigation measures tl would have to be approved by Fish & Game, including dedication of a conservation easeme fencing, revegetation, non-grading during nesting seasons and control of erosion a sedimentation. [Describe compliance with Endangered Species Act] Hazardous MateriaZs. The EIR indicated that portions of the Rancho Carrillo Project hz been used for agriculture in the recent past, but that agriculture would not continue under 1 Master Plan. Agricultural use typically produces residual chemicals, including pesticides a fertilizers, and the EIR concluded that, as a "worst-case" analysis, it is possible that all areas present and historic agricultural use have potential soil contamination due to the applicatil handling, storage or dumping of potentially toxic or currently restricted agricultural chemic; The EIR noted that a preliminary site assessment prepared in 1989 did not identify soils w concentrations of potentially hazardous substances, but residues of DDT, DDE and toxaphc were detected, potentially requiring disclosure under Proposition 65, the Safe Drinking Wa Act of 1965. The EIR recommended soil testing and analysis be conducted prior development. Subsequent to the EIR, Continental commissioned various environmental assessments soil in the Rancho Carrillo Project to be performed by Geocon Environmental Consultants, I Although certain detail about each Village tested is set forth in the following paragraphs, each case Geocon concluded that the risk of cancer in the most sensitive target populations fr exposure to DDT, DDE and toxaphene was not greater than 1 in 100,000 persons potentiz exposed, a level at which it is not necessary to provide notice of the presence of thl compounds under Proposition 65 and which does not just$ additional measures in the namf protecting human health from carcinogenic effects. Villaces A, B C and D. Geocon tested the soil at Villages A, B, C and D connection with a Phase I Environmental Site Assessment of those properties. The mi concentration of the sum of DDT and DDE in seven near-surface soil samples was , micrograms per kilogram. . Villaees E. 1, K. Geocon undertook a Human Health Risk Assessment of Villa E, J, K. Geocon found a mean concentration of the sum of DDT and DDE of ' micrograms per kilogram. VillaPes H and I. For its Phase I Environmental Site Assessment of Village and limited soil sampling activities to evaluate the presence of organochlorine pestici and herbicides in surficial soil on-site. As described in a letter to Continental da October 18,1996, Geocon found a mean concentration of the sum of DDT and DDI the subsurface soils of 578 micrograms per kilogram. Villaees F, G and L throuFh R. Geocon performed a Phase I Environmental ! Assessment of Villages F, G and L through R. In its report dated August 8,1996, i revised October 4,1996, Geocon reported that the mean concentration of the sum of C and I dated October 1996, Geocon performed prelirmnary research, site reconnaissa -25- 0 0 and DDE in 22 near-surface soil samples collected from F, G and L through R was 5 micrograms per kilogram. Villace S. In a letter dated September 23,1997, Geocon described soil testing Village S. The mean concentration of the sum of DDT and DDE in ten soil sampl collected from Villages E, J; K and S (only one soil sample was collected in Vlllage S) w 960 micrograms per kilogram. [Discuss mitigation measures required as conditions to TentativelFinal Maps, my] Land Value As described above under the heading "SECURITY FOR THE BONDS - Prope Values," the Appraiser has prepared the Appraisal with respect to the properties within 1 District. Appraised values for the various components of the Rancho Carrillo Project are shoi in Table 1. The following table presents the value-to-lien ratios for such components, based the appraised values shown in the appraisal and the total assessment lien shown in 1 Engineer's Report as well as the lien of the School District CFD Bonds. -26- a 0 Table 5 Assessment District 96-1 (Rancho Carrillo) City of Carlsbad Estimated Value to Lien of District Parcels Value-to- Appraised Assessment (Less Escrowed School District Lien Lien (2) Bonds) (3) CFD Bonds (4) Ratio Value (1) - Villaye A B1/B2 C D E F G H J/Q1 K L M N 0 P Q1 Q2 Q4/R3 T U Totals (1) Source: the Appraisal. (2) Source. Berriyman and Henigar. (3) (4) Proportiona share of de osit of Bond proceeds into the Escrow Account of the Improvement Fund. Reflects the expected allocation to each villa e of the anticipated special taxes securing the proposed School District CFD Bonds. See "THE DISTkCT - Overlapping Liens" herein. See "SECURITY FOR TI& BONDS - Establishment of Escrow Account". -27- 1 0 0 Overlapping Liens In connection with the development of properties within the District, the San Marc Unified School District (the "School District") has initiated proceedings to issue bonds (tl "School District CFD Bonds") secured by Mello-Roos special taxes levied on properties with the District. Proceeds of such bonds will be applied to finance the construction of scho facilities within and serving the District. It is expected that approximately $12,300,01 aggregate principal amount of such bonds will be issued shortly after the issuance of the Bonc and an additional series of approximately $3 million may be issued at a later date. T aggregate amount of annual debt service for such bond issues is expected to be approximate $ . As described above under "SECURITY FOR THE BONDS - Priority of Lien", t Assessment liens which secure the Bonds will be co-equal to and independent of the lien j such special taxes. and lighting assessments, there are none which could result in foreclosure of such property. Although there are other overlapping liens on property in the District, e.g., landscapi In this regard, it should be noted that the Acquisition Agreement limits the amount assessment liens placed on property in the District as follows: (i) The total public lien on any property of all outstanding special assessments a Mello-Roos special tax obligations will not exceed one-third of the apprais value. The annual installment for any public special assessment and/or Mello-Rc taxes will not exceed 0.8% of the estimated purchase price of the Property. (ii) The Finance Director of the City is empowered under the Acquisition Agreemenf make determinations on these conditions prior to any final confirmation of an assessment. -28- 0 0 SPECIAL RISK FACTORS This Special Risk Factors section of the OfFcial Statement does not summarize the Ofic Statement. Ratkr, it supplements other sections in order to provide a practical perspective on i material risks of the investment. Necessarily, the listing and discussion of risks is neither wmprehs, nor definitive. It is based largely upon typical experience with special assessment bonds in otl si tua tians. Introduction Debt service on the Bonds is payable from installment payments of principal and inter1 on unpaid Assessments on the Assessment Parcels. The principal of the Assessment is t aggregate of the amounts of the individual Assessments levied against the Assessment Parcl The individual Assessment on a parcel will be paid in annual installments, together w interest on the unpaid balance, unless the unpaid balance is subsequently prepaid. The ann installments of principal and interest with respect to an Assessment Parcel will be collected the County tax roll at the same time and in the same manner as general real property taxes collected. The annual installments of principal and interest with the respect to all Assessm Parcels are equal in the aggregate to the annual debt service on the Bonds. The remain unpaid balance will be paid in annual installments together with interest thereon. A Reserve Fund will be established from the proceeds of the sale of the Bonds. 1 "SECURITY FOR THE BONDS - Reserve Fund" herein. Monies in the Reserve Fund will used to pay debt service on the Bonds in the event installment collections of the Assessment be sufficient for that purpose. See the discussion below under the caption "Depletion of Rese Fund." Payment of the Assessment installments is secured by the Assessment Parcels. In event an installment is not paid when due, the City Council may institute foreclos proceedings in court to cause any Assessment Parcels to be sold in order to recover delinquent amount from the proceeds of the sale of any Assessment Parcels. The foreclo: remedy is alternative to the usual property tax collection procedures which will be used un foreclosure proceedings are instituted. Foreclosure and sale and tax collection procedu however, may not result in the recovery of the full amount of delinquent Assessx installments. See the discussion below under the caption "Foreclosure and Sale Proceedings. The sufficiency of tax or foreclosure sale proceeds to cover delinquent amounts depe in part on the market for and the value of the Assessment Parcels at the time of the ta: foreclosure sale. The facts and circumstances determining value at any given time may incl contemplated land ownership, development plans and other factors affecting the progres land development, economic conditions affecting real estate values and natural conditi affecting the use of the Assessment Parcels, as well as a number of additional factors man which are discussed or referred to herein. Future substantial changes may result in fu values and value relationships that differ significantly from the present value and v relationships. See the discussion below under the caption "Factors Affecting Parcel Value Aggregate Values." The sufficiency of tax or foreclosure sale proceeds to cover delinquent amounts may depend on the value of any prior or parity liens and similar claims. Governmental liens presently exist or may arise in the future with respect to an Assessment Parcel which, UI subordinate to the Assessment, may effectively reduce the realizable value of the parcel fo benefit of the Assessment. Other claims, such as hazardous substance claims, may also a insufficient. There is no assurance, however, that at any particular time the Reserve Fund 1 -29- 0 0 the realizable value even though such claims may not rise to the status of liens. See tl discussion below under the caption "Other Possible Claims Upon the Value of an Assessme Timely foreclosure and sale proceedings with respect to an Assessment Parcel may 1 forestalled or delayed in the event the owner of the parcel or anyone else who claims an inter€ in the parcel becomes the subject of bankruptcy proceedings. Not only may foreclosure and sa proceedings be forestalled and delayed, but sale of an Assessment Parcel by the County ti collector may be similarly affected by bankruptcy, Further, payment of Assessme installments may be subordinated to bankruptcy law priorities. See the discussion below und the caption "Bankruptcy Proceedings." Although bankruptcy proceedings may forestall or delay a foreclosure and sale or a 1 sale of a delinquent parcel the Assessment is secured by a lien which, assuming pro1 procedures are followed, may be enforced against the parcel. The owner of an Assessmt Parcel, however, is not personally obligated to pay the installment. See the discussion,belc under the cap tion "Payment of the Assessment Not a Personal Obligation." Further, except from the Reserve Fund, the City is not obligated to pay debt service obligated to advance funds to pay debt service. See the discussion below under the capti "Limited City Obligation to Pay Debt Service." Parcel. " the Bonds in the event Assessment installment collections are delinquent, nor is the C Finally, even if the debt service is timely paid, the interest on a Bonds may have to included in the gross income of the owner of the Bonds by reason of some circumstar occurring subsequent to issuance of the Bonds. See the discussion below under the capti "SPECIAL RISK FACTORS - Loss of Tax Exemption." Depletion of Reserve Fund On the date of issuance and delivery of the Bonds, certain amounts will be depositec the Reserve Fund. See "SECURITY FOR THE BONDS - Reserve Fund". Whenever there insufficient funds in the Redemption Fund to pay the next maturing installment of princi and interest on the Bonds, the amounts necessary to make up the deficiency, to the exi available, will be transferred from the Reserve Fund to the Redemption Fund. Amounts transferred will be reimbursed to the Reserve Fund from the payments of delinqu installments and from the proceeds of redemption or sale of delinquent parcels. The Reserve Fund is subject to reduction if and when the unpaid balance of Assessment on a parcel is prepaid. Upon prepayment of an Assessment in whole, the Cit required to reduce the Reserve Fund by a proportional reduction equal to the ratio of amount initially provided for the funding of the Reserve Fund to the total amount origin assessed. Upon prepayment of an Assessment in part only, the Reserve Fund is reduced 1 proportionate lesser amount. A reduction in the Reserve Fund by prepayment of an Assessrr is a permanent, non reimbursable reduction, but the amount remaining in the Reserve F after a prepayment will bear approximately the same proportionate relationship to outstanc Bonds as would be the case if the prepayment was not made because accumulating Assessn prepayments will be used to redeem Bonds earlier than their maturity dates. The Reserve Fund may be invested, and, to the extent that investment earnings will result in the interest on the Bonds becoming subject to federal income taxation, the investr earnings may be deposited in the Reserve Fund thereby increasing the balance up to Reserve Requirement. Nevertheless, there is no assurance that the amount in the Reserve F -30- 0 e will, at any particular time, be sufficient to pay debt service on the Bonds nor that the Reset Fund will be fully reimbursed for any amounts expended for debt service. Foreclosure and Sale Proceedings The City Council is obligated under certain conditions to institute foreclosure and s proceedings against Assessment Parcels which have delinquent Assessment installments, a instituted by the bringing of an action in the superior court of the county in which Assessment Parcel lies, naming the owner and other interested persons as defendants. 1 action is prosecuted in the same manner as other civil actions. Upon judgment of foreclosi the Assessment Parcel may be offered for sale at a minimum price. The established minhx price will be sufficient to cover the amount of the delinquent installments and unpaid intei together with penalties, costs, fees and charges and the costs of execution and sale. may do so in other circumstances even if not so obligated. Foreclosure proceedings ' However, in the event an Assessment Parcel does not sell for the minimum price court may modify its judgment and reduce or eliminate the minimum price. In order to do however, written notice of a hearing on the matter of reducing or eliminating the minim price is required to be given all registered Owners of the Bonds. If, at the hearing, the'court determines that such a sale will not result in an ultimate 1 to the Bond owners, or if the owners of 75% of the outstanding Bonds by principal am0 consent and the sale will not result in an ultimate loss to the nonconsenting owners of Bor the court may reduce or eliminate the minimum price at which an Assessment Parcel may sold. Further, if the owners of 75% of the outstanding Bonds by principal amount consent court may reduce or eliminate the minimum price at which an Assessment Parcel may be s even if sale below the minimum price will result in an ultimate loss to nonconsenting owner Bonds, provided that the court makes certain additional determinations specified by stai including the reasonable unavailability of any other remedy acceptable to the owners of 750/ more of the outstanding Bonds by principal amount. Upon sale of the Assessment Parcel less than the minimum price the remaining unpaid balance of the Assessment on Assessment Parcel will be reduced by the difference between the minimum price and the price. By such a reduction, the aggregate principal amount of the outstanding Bonds . exceed the aggregate principal amount of the unpaid Assessment. Under such circumstances, unless other funds are available or unless consenting ow of Bonds agree to the protection from ultimate loss of nonconsenting owners of Bo1 proportionate payments are to be made, periodically, of the unpaid principal and interest of Bonds without priority or preference between Bond owners as funds become available fi collection of the unpaid Assessment installments. The maturity dates of the Bonds are tc disregarded and no redemption premiums are to be payable on payments of the princip: Bonds the maturity dates of which are subsequent to the date of any such payments. The B owners may be required to surrender the Bonds for cancellation in order to participate in s proportionate payments. -31- 0 0 Factors Affecting Parcel Value and Aggregate Values The facts and circumstances concerning the values of the Assessment Parcels that are importance are not confined to those relating to individual Assessment Parcel values becai the Bonds are not individually secured by particular Assessment Parcels. The Bonds are semi by all of the unpaid Assessments on all of the Assessment Parcels. Therefore the value of i Assessment Parcels must also be evaluated in the aggregate. The following are some of i factors which may affect the market for and value of particular Assessment Parcels individua and in the aggregate. The completion of improvements. The basis for the Assessments is the benefit to i Assessed Parcels from the District improvements. Failure to complete the improvements i timely manner means that the Assessment on the Assessment Parcels not served or fully sen by improvements may exceed the benefit, and even if benefit is not exceeded the Assessm may exceed a secure relationship to value. Such risk has been taken into account insofar as District improvements are expected to be substantially completed prior to the issuance of Bonds. Geologic, topographic and climatic Conditions. Values of Assessment Parcels can adversely affected by a variety of natural events and conditions. These include, with] limitation: - Geologic conditions such as earthquakes: The Final EIR concluded that the R Canyon fault (9 miles southwest of the site) may be capable of producing a Rick magnitude earthquake greater than 6.0, the Elsinore Fault (22 miles northeast of site) is believed to have a repeat activity of approximately 60 years for magnitude shaking and the San Jacinto fault (48 miles northeast of the site) could produc Richter magrutude of 7.8 shaking. However, the Final EIR concluded, because of distance of the faults from the Rancho Carrillo Project, design engineering structures and features can provide an adequate margin of safety for seismic eve along these faults. Topographic conditions such as earth movements and floods: The Final EIR no that the Rancho Carrillo Project is underlain by at least ten ancient landslic generally estimated to be many hundreds to tens of thousands of years old i appearing to be dormant for at least several hundred years. However, the Final recommended specific mitigation measures, including earth buttresses, that co reduce potential landslide hazards. With respect to floods, the Final EIR concluc that the Rancho Carrillo Project is not within a 100-year flood zone. Climatic conditions such as droughts. - - The possibility of the occurrence of some of these conditions and events has been ta into account to a limited extent in the design of the District improvements and has been or. be taken into account to a limited extent in the designs of other public improvements wl may be approved by the City or other public agencies. Building codes require that somi Design criteria in any of these circumstances are established upon the basis of a varie? considerations and may change from time to time leaving previously designed improvemc unaffected by more stringent subsequently established criteria. In general, design criteria, at time of their establishment, reflect a balance between the present costs of protection and future costs of lack of protection, based in part upon a present perception of the probability the condition will occur and the seriousness of the condition should it occur. Also reflec that balance are decisions not to impose design criteria at all. these conditions be taken into account to a hted extent in the design of private improveme -32- 0 a The City expects that one or more of these conditions may occur from time to time, a even if design criteria do exist, such conditions may result in damage to prope. improvements. That damage may entail sigruficant repair or replacement costs, and repair replacement may never occur. Under any of these circumstances, the value of the Assessmc Parcels could depreciate substantially notwithstanding the establishment of design criteria. include changes in the law or application of the law. Such changes may include, with( lirmtation, the following: Local growth control initiative: There is a history of growth management effort2 the City. In July 1986, the City adopted Ordinance 9808 (the "Growth Managem Ordinance") enacting a Growth Management Plan for the City. In September 15 the City Council approved a Citywide Facilities and Improvement Plan ( "Citywide Plan"), which implements the Growth Management Ordinance. November 4, 1986, City voters approved Proposition E, ratifying the Grot Management Plan and locking in the provisions of the Growth Managem Ordinance. Ordinance 9829 was subsequently adopted by the City Council to i the additional provisions of Proposition E into the Growth Management Ordinar The Citywide Plan demands that before new development is approved, a propc owner must prove to the City Council that certain public facilities i improvements, including open space, will be maintained at or above the standa established by the Citywide Plan. In 1992, the City Council adopted the Open Space and Conservation Resou Management Plan (the "Conservation Plan"). The Conservation Plan shows t approximately 25 percent of the City, or approximately 7,320 acres of land (includ the Project), will be set aside for open space; this does not include open space tc preserved as part of habitat conservation requirements imposed on n development. Although the Master Plan is in compliance with the existing growth managen- measures, there is no assurance that additional growth control measures will no enacted that may adversely impact development of the Rancho Carrillo Projec proposed. Legal vequivemenk. Other events which may affect the value of an Assessment Pat - - Local utility connection moratoriums. - Local application of statewide tax and governmental spending limitation measurc Prqayment of Assessments. There is rarely a urufonn relationship between the valu Assessment Parcels and the proportionate share of debt service on the Bonds to be borne by Assessment Parcels. One of the factors that may effect a sigruficant change in the relationship between aggregate Assessment Parcel values and the Assessment is the prepayment before final B maturity of the remaining balance of the Assessments on particular Assessment Parcels. Shc the Assessments on Assessment Parcels having a relatively high ratio of value to Assessmen prepaid, the security for the Bonds, as evidenced by the ratio of the aggregate remab Assessment Parcel values to the remaining balance of the Assessment, will be reduced. Competitive Supply. [to come from The Meyers Group] -33- e 0 Other Possible Claims Upon the Value of an Assessment Parcel While the Assessment is secured by the Assessment Parcels, the security only extends the value thereof that is not subject to priority and parity liens and similar claims relative to t assessments. Other governmental obligations may be authorized and undertaken or issued the future the tax, assessment or charge for which may become an obligation of one or more the Assessment Parcels and may be secured by liens on a parity with the liens of t Assessments securing the Bonds. In general, as long as installments of the Assessment are collected on the County tax r( the installments and all other taxes, assessments and charges also collected on the tax roll are a parity. Questions of priority become sigruficant when collection of one or more of the tax assessments or charges is sought by some other procedure, such as foreclosure and sale. In t event of proceedings of foreclosure for delinquency of installments of an Assessment securi the Bonds, the Assessment will have priority over specific-amount special assessments levi subsequent to the levy of the Assessments but will be subordinate to those referred to ab01 Otherwise, in the event of such foreclosure proceedings the installments of the Assessment M generally be on a parity with the other taxes, assessments and charges. The Assessment v not the non-governmental liens are in existence at the time of the levy of the Assessment. ! "THE DISTRICT - Overlapping Liens" herein. While governmental taxes, assessments and charges are a common claim against value of an Assessment Parcel other less common claims may be relevant. One of the m serious in terms of the potential reduction in the value that may be realized to pay Assessment installments is a claim with regard to a hazardous substance. In general, owners and operators of an Assessment Parcel may be required by law to remedy conditiom the Assessment Parcel relating to released or threatened releases of hazardous substances. 1 federal Comprehensive Environmental Response, Compensation and Liability Act of 19 sometimes referred to as "CERCLA" or "Superfund Act", is the most well known and wid applicable of these laws, but California laws with regard to hazardous substances are E stringent arid similar. Under many of these laws the owner or operator of a propert! obligated to remedy a hazardous substance condition whether or not the owner or operator anything to do with creating or handling the hazardous substance. The effect therefore, sho any of the Assessment Parcels be affected by a hazardous substance, is to reduce have priority over non-goverrunental liens on an Assessment Parcel regardless of whether marketability and value of the parcel by the costs of remedying the condition. The values shown in the section herein entitled "THE DISTRICT - Land Value" do take into account, unless otherwise noted, the possible reduction in marketability and valuc any of the Assessment Parcels by reason of the possible liability of the owner or operator for remedy of a hazardous substance condition of the Assessment Parcel. Further, it is possible that liabilities may arise in the future with respect to any of Assessment Parcels resulting from the current existence on the Assessment Parcel of a subs& presently classified as hazardous but which has not been released or the release of which is presently threatened, or may arise in the future resulting from the existence on the Assessn Parcel of a substance not presently classified as hazardous but which may in the future b classified. Further, such liabilities may arise not simply from the existence of a hazard substance but from the method of handling it. All of these possibilities could sigruficantly a the value of an Assessment Parcel that is realizable upon delinquency. -34- 0 0 Bankruptcy Proceedings Regardless of the priority of the Assessment securing the Bonds over non-govenuneni liens the exercise by the City of the foreclosure and sale remedy or by the County of the tax sa remedy may be forestalled or delayed by bankruptcy, reorganization, insolvency or 0th similar proceedings affecting the owner of an Assessment Parcel. The Federal bankruptcy la1 provide for an automatic stay of foreclosure and sale or tax sale proceedings thereby delayb such proceedings perhaps for an extended period. Delay in exercise of remedies, especially the owner owns Assessment Parcels the Assessments of which are significant or if bankrupt proceedings are instituted with respect to a number of owners owning Assessment Parcels t! Assessments of which are significant, may result in periodic Assessment installment collectio which, even in conjunction with the Reserve Fund, may be insufficient to pay the debt servj on the Bonds as it comes due. Further, should remedies be exercised under the bankruptcy 1i subordinated to bankruptcy law priorities. Therefore, certain claims may have priority over 1 Assessment lien, even though they would not were the bankruptcy law not applicable. Concentration of Ownership against the Assessment Parcels, payment of installments of the Assessment may Continental Ranch, Inc. owns approximately -% of the land in the District and woi be responsible for approximately -YO of the fiscal year 1998/99 Assessments, althou Assessments through September 2,1999 have been capitalized with proceeds of the Bonds (I "THE FINANCING PLAN - Estimated Sources and Uses of Funds"). If Continental Ranch, I is unwilling or unable to pay the Assessments when due, a potential shortfall in the Redempt Fund could occur, which would result in the depletion of the Reserve Fund prior reimbursement from the resale of foreclosed property or payment of the delinquent Spec Taxes and, consequently, a delay or failure in payments of the principal of or interest on Bonds. Payments by FDIC The City's ability to collect interest and penalties specified by State law and to forecl the lien of a delinquent Assessment, may be limited in certain respects with regard to proper in which the Internal Revenue Service, the Drug Enforcement Agency, the Federal Dep Insurance Corporation (the "FDIC") or other similar federal agencies has or obtains an inter On June 4,1991 the FDIC issued a Statement of Policy Regarding the Payment of State and LC Real Property Taxes. The 1991 Policy Statement was revised and superseded by a new Po Statement effective January 9,1997 (the "Policy Statement"). The Policy Statement provides 1 real property owned by the FDIC is subject to state and local real property taxes only if tl: taxes are assessed according to the property's value, and that the FDIC is immune from property taxes assessed on any basis other than property value. According to the Po Statement, the FDIC will pay its proper tax obligations when they become due and payable will pay claims for delinquent property taxes as promptly as is consistent with sound husk practice and the orderly administration of the institution's affairs, unless abandonment of FDIC's interest in the property is appropriate. The FDIC will pay claims for interesC delinquent property taxes owed at the rate provided under state law, to the extent the intr payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the na of fines or penalties and will not pay nor recognize liens for such amounts. If any prop taxes (including interest) on FDIC owned property are secured by a valid lien (in effect be the property became owned by the FDIC), the FDIC will pay those claims. The Policy Stater further provides that no property of the FDIC is subject to levy, attachment, garnishrr foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lie security interest held by the FDlC to be eliminated by foreclosure without the FDIC's conser -35- e 0 Under the Policy Statement, it is unclear whether the FDIC considers speci assessments, such as those levied by the Issuer, to be "real property taxes" which they intend pay. The Policy Statement provides: "The [FDIC] is only liable for state and local taxes which a based on the value of the property during the period for which the tax is impose notwithstanding the failure of any person, including prior record owners, to challenge assessment under the procedures available under state law. In the exercise of its busine judgment, the [FDIC] may challenge assessments which do not conform with the statuto provisions, and during the challenge may pay tax claims based on the assessment level deemc appropriate, provided such payment will not prejudice the challenge. The [FDIC] will genera: limit challenges to the current and immediately preceding taxable year and to the pursuit previously filed tax protests. However, the [FDIC] may, in the exercise of its business judgmei challenge any prior taxes and assessments provided that (1) the [FDICI's records (includi appraisals, offers or bids received for the purchase of the property, etc.) indicate that t assessed value is clearly excessive, (2) a successful challenge will result in a substantial savin to the [FDIC], (3) the challenge will not unduly delay the sale of the property, and (4) there ir reasonable likelihood of a successful challenge". However, the Resolution Trust Corporation (which dissolved at the end of 1995 a. transferred all of its assets to the FDIC), which adopted a similar policy, stated in a letter da' July 2, 1993 to the Honorable Lucille Roybel-Allard, member of the United States House Representatives from the State of California, that it 'I. . . will pay Mello-Roos special taxes a other special assessments and related interest where those taxes and assessments were imp02 prior to receivership. However, Mello-Roos special taxes and other special assessments that , imposed on property when the institution owning the property is in receivership will not paid." The City is unable to predict what effect the application of the Policy Statement woi an interest, although prohibiting the lien of the FDIC to be foreclosed on at a judicial foredosi sale would likely reduce the number of or eliminate the persons willing to purchase suc: parcel at a foreclosure sale. Owners of the Bonds should assume that the City will be unable foreclose on any Assessment Parcel owned by the FDIC. Such an outcome would cause a dr on the Reserve Fund and perhaps, ultimately, a default in payment of the Bonds. The City I not undertaken to determine whether the FDIC currently has, or is likely to acquire, any intei in any of the Assessment Parcels, and therefore expresses no view concerning the like&( that the risks described above will materialize while the Bonds are outstanding. Proposition 218 have in the event of a delinquency with respect to an Assessment Parcel in which the FDIC I Under the California Constitution, the power of initiative is reserved to the voters for purpose of enacting statutes and constitutional amendments. Over the past 18 years, the vo have exercised this power through the adoption of Proposition 13 and similar measures, most recent of which was approved as Proposition 218 in the general election held November 5,1996. Any such initiative may affect the collection of fees, taxes and other types of revenuc local agencies such as the City. Subject to overriding federal constitutional principles, s collection may be materially and adversely affected by voter-approved initiatives, possibl the extent of creating cash-flow problems in the payment of outstanding obligations such as Bonds. Proposition 218-Voter Approval for Local Government Taxes-Limitation on F Assessments, and Charges-Initiative Constitutional Amendment, added Articles XIIIC XIIID to the California Constitution, imposing certain vote requirements and other limitat -36- 0 0 on the imposition of new or increased taxes, assessments and property-related fees and charg Proposition 218 states that all taxes imposed by local governments shall be deemed to be eitl general taxes or special taxes. Special purpose districts, including assessment districts, have power to levy general taxes. No local government may impose, extend or increase any gene tax unless and until such tax is submitted to the electorate and approved by a majority vote. 1 local government may impose, ektend or increase any special tax unless and until such tak submitted to the electorate and approved by a two-thirds vote. Proposition 218 also provides that no tax, assessment, fee or charge shall be assessed any agency upon any parcel of property or upon any person as an incident of prope ownership except: (i) the ad valorem property tax imposed pursuant to Article XI11 and Arti XIIIA of the California Constitution, (ii) any special tax receiving a two-thirds vote pursuani the California Constitution, and (iii) assessments, fees and charges for property related semi as provided in Proposition 218. Proposition 218 then goes on to add voter requirements assessments and fees and charges imposed as an incident of property ownership, other than f and charges for sewer, water, and refuse collection services. In addition, all assessments E fees and charges imposed as an incident of property ownership, including sewer, water, E refuse collection services, are subjected to various additional procedures, such as hearings i stricter and more individualized benefit requirements and findings. The effect of such n provisions will presumably be to increase the difficulty a local agency will have in imposi increasing or extending such assessments, fees and charges. Proposition 218 also provides that the constitutional initiative power shall not fees and charges. This provision with respect to the initiative power is not limited to ta imposed on or after November 6,1996, the effective date of Proposition 218, and could resul retroactive repeal or reduction in any existing taxes, assessments, fees and charges, subjec overriding federal constitutional principles relating to the impairments of contracts. The Assessments are being levied against Assessment Parcels after the passage Proposition 218. However, the City believes that the imposition of the Assessment, underta pursuant to a property owner petition and pursuant to a public hearing, and issuance of Bonds has been undertaken in compliance with Proposition 218. prohibited or otherwise Limited in matters of reducing or repealing any local taxes, assessme. Like its antecedents, Proposition 218 is likely to undergo both judicial and legisla scrutiny before its impact on the City and its obligations can be determined. Certain provisi of Proposition 218 may be examined by the courts for their constitutionality under both S and federal constitutional law. The City is not able to predict the outcome of any s examination. The foregoing discussion of Proposition 218 should not be considered an exhaustivl authoritative treatment of the issues. The City does not expect to be in a position to control consideration or disposition of these issues and cannot predict the timing or outcome of judicial or legislative activity in this regard. Interim rulings, final decisions, legisla proposals and legislative enactments may all affect the impact of Proposition 218 on the Bo as well as the market for the Bonds. Legislative and court calendar delays and other fac may prolong any uncertainty regarding the effects of Proposition 218. Payment of the Assessment Not a Personal Obligation The owners of Assessment Parcels are not personally liable for the payment of Assessment or the Assessment installments. Rather, the Assessment is an obligation only oi Assessment Parcels. If the value of an Assessment Parcel is not sufficient to fully secure -37- 0 0 Assessment on it the City has no recourse against the owner under the laws by which tl Assessment has been levied and the Bonds have been issued. Limited City Obligation to Pay Debt Service THE CITY'S OBLIGATION TO ADVANCE FUNDS TO PAY DEBT SERVICE ON TI- BONDS IN THE EVENT ASSESSMENT INSTALLMENT COLLECTIONS ARE INSUFFICIEN WILL NOT EXCEED THE AMOUNT ON DEPOSIT FROM TIME TO TIME IN THE RESER FUND, AND IF SO ADVANCED WILL REDUCE THE RESERVE FUND BY THE AMOUNT ( THE FUNDS ADVANCED. Notwithstanding the limited nature of the City's obligation, t City may, at its option and in its sole discretion, elect to advance available funds of the City the amount of any delinquent Assessment installments to pay debt service on the Bonc Should the City do so it is entitled to reimbursement from the first proceeds of any payments delinquent installments or the redemption or sale of delinquent Assessment Parcels. OWNERS OF BONDS MAY NOT RELY UPON THE CITY TO ADVANCE FUNDS y PAY DEBT SERVICE ON THE BONDS UPON DEPLETION OF THE RESERVE FUND EVEN WITH RESPECT TO OTHER BONDS OR OBLIGATIONS. No Acceleration THE CITY MAY HAVE PREVIOUSLY DONE SO OR MAY DO SO CONTEMPORANEOUS' The principal of the Bonds will not be subject to acceleration under the provisions of Indenture. Bondholders must rely on other remedies contained in the Indenture in the evl there is a deficiency in the amounts held under the Indenture for the payment of the principa and interest on the Bonds. Loss of Tax Exemption As discussed in the section herein entitled "LEGAL MATTERS - Tax Exemption," inter on the Bonds could become indudable in gross income for purposes of federal income taxati retroactive to the date of issuance, as a result of acts or omissions of the City subsequenl issuance in violation of the City's covenants applicable to the Bonds. Should interest beco includable in gross income, the Bonds are not subject to redemption by reason thereof and n remain outstanding. The Bonds are subject to redemption for other reasons as discussed in section herein entitled "THE BONDS - Redemption." Year 2000-Related Risks A "Year 2000" problem arises because most computer systems and programs M designed to handle only a two-digit year, not a four digit year (e.g., 1998 is seen as "98"). W the Year 2000 begins, these computers may interpret "00" as the year 1900 and may either I processing date-related computations or process them incorrectly. If this Year 2000 problei not timely remedied, problems could arise in the levy and collection of taxes and the calcula of interest and principal payments on the Bonds. To prevent this, public entities and bad organizations need to examine their computers and programs, fix the problem, test t systems and test interactions with other systems. The Securities and Exchange Commisr ("SEC") has introduced proposed temporary regulations for non-bank related paying agents broker dealers to submit reports to the SEC regarding their attempts to solve the Year : problem. Failure to solve the Year 2000 problem could adversely impact the levy and collec of Reassessments which secure the Bonds, and could cause the City, the Paying Agent anc DTC to experience problems that may affect the timely payment of debt service on the Bond -38- 0 0 County of Sun Diego. Although the County's general goal is to be in Year 2000 complianj by December 1,1998, its property tax system, including its billing and collection systems relate to property taxes, special taxes and special assessments, has been in compliance sine July 199 As a result, the County does not expect any Year 2000 issues to affect its collection of tl Assessments. City of Carlsbad. The City hired a consultant to review its computer systems for Year-201 compliance. In response to the consultant's report, the City has replaced its general ledger ar financial application systems that could not accommodate four-digit years, As a result, the Ci does not expect any Year 2000 issues to adversely affect payment of debt service on the Bonds, Paying Agent. The Paying Agent is currently in the process of addressing the Year 20 issue and expects to complete compliance modifications by the end of 1998, which will allow one year to test the systems and major components and make necessary adjustments. LEGAL MATTERS Tax Exemption In the opinion of Brown Diven Hessell & Brewer LLP, Solana Beach, California, Bo Counsel, subject, however, to the qualifications set forth below, under existing law, the inter on the Bonds is excluded from gross income for federal income tax purposes, and such inter is not an item of tax preference for purposes of the federal alternative minimum tax imposed individuals and corporations; provided, however, that, for the purpose of computing i alternative minimum tax imposed on corporations (as defined for federal income tax purpose such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding paragraph are subject to the condition that 1 City comply with all requirements of the Internal Revenue Code of 1986 (the "Code") that m be satisfied subsequent to the issuance of the Bonds in order that such interest be, or continue be, excluded from gross income for federal income tax purposes. The City has covenanted comply with each such requirement. Failure to comply with certain of such requirements rr cause the inclusion of such interest in gross income for federal income tax purposes to retroactive to the date of issuance of the Bonds. Bond Counsel expresses no opinion regard other federal tax consequences arising with respect to the Bonds. In the further opinion of Bond Counsel, interest on the Bonds is exempt from Califor personal income taxes. Absence of Litigation No litigation is pending or threatened concerning the validity of the Bonds. There i: action, suit or proceeding known by the City to be pending at the present time restraininj enjoining the delivery of the Bonds, or in any way contesting or affecting the validity of Bonds or any proceedings of the City taken with respect to the execution thereof. A litigation certificate executed by the City will be delivered to the Underwriters simultaneoi with the delivery of the Bonds. -39- 0 0 Legal Opinion All proceedings in connection with the issuance of the Bonds are subject to the appro' as to their legality of Brown Diven Hessell & Brewer LLP, Solana Beach, California, Bo Counsel for the City of Carlsbad in connection with the Bonds. The unqualified opinion Bond Counsel approving the validity of the Bonds will be attached to each Bond, and the fo of such opinion is attached hereto as APPENDIX B. Bond Counsel's employment is limited t review of legal procedures required for the approval of the Bonds and to rendering an opinl as to the validity of the Bonds and the exemption of interest on the Bonds from income taxati Certain legal matters will also be passed upon by Jones Hall, A Professional Law Corporati as Disclosure Counsel to the City and by Best, Best & Krieger, Riverside, California, as corn to the Underwriter. Payment of the fees and expenses of Bond Counsel, Disclosure Counsel and Underwritt Counsel is contingent upon issuance of the Bonds. -40- 0 0 MISCELLANEOUS No Rating agency for the assignment of a rating of the Bonds. Underwriting The City has not made, id does not contemplate making, an application to any rati The Bonds are being purchased by Stone & Youngberg LLC (the "Underwriter") a purchase price of $ (representing the par amount of the Bonds less underwrit< discount of $ ) plus accrued interest. The Bond Purchase Agreement relating to i Bonds provides that all Bonds will be purchased if any are purchased, and that the obligatior make such purchase is subject to certain terms and conditions set forth in said Bond Purch Agreement, including, but not limited to, the approval of certain legal matters by counsel. Additional Information References are made herein to certain documents and reports which are brief summa thereof which do not purport to be complete or definitive, and reference is made to SI documents and reports for full and complete statements of the contents thereof. Any statements in this Official Statement involving matters of opinion, whether or expressly so stated, are intended as such and not as representations of fact. This Offic Statement is not to be construed as a contract or agreement between the City and the purcha or Owners of any of the Bonds. City. The execution and delivery of this Official Statement has been duly authorized by CITY OF CARLSBAD By: City Manager -41- e 0 APPENDIX A GENERAL INFORMATION ABOUT THE CITY OF CARLSBAD The following information relating to the City of Carlsbad(the "City") is supplied solr for purposes of information. The City is located on the coast of Southern California in San Diego County about miles north of San Diego and 86 miles south of Los Angeles. It is bordered by two lagoo Buena Vista and Batiquitos, on the north and south receptively. City limits cover approximat 42.19 square miles and has an estimated population of 70,100. Municipal Government The City, a general law city with the council-manager form of government, v incorporated July 16, 1952. A five-member City council is elected at large for four-y alternating terms at elections held every two years. The mayor is the presiding officer of council and also is elected to serve a four-year term. The city manager, appointed by the cow for an indeterminate term, acts as chief executive officer in carrying out council policies. 1 current city manager has served for 10 years. The City had approximately 800 full- and part-time employees during 1997-98. C services include police and fire protection, public safety, parks and recreation, libra community development, and water and sewer services. Climate and Topography The City has mild summers with a mean temperature for the month of July of 73 degr and moderate winters with an average winter temperature of 58 degrees. The relative humic is low. Average rainfall, which occurs generally in the period between October and Februarj less than 9 inches. The City is located on the Pacific Ocean 31 miles north of San Diego at an altitude of level to 585 feet above sea level. Population Population figures for the City, San Diego County and the State of California for prior two census evaluations and the last five years are shown in the following table. A-1 0 0 CITY OF CARLSBAD Population Estimates Calendar Years 1993 through 1997 Calendar City of county State of X?x Carlsbad - 1980 35,490 1,861,846 23,782,000 1990 63,292 2,498,016 29,758,213 1993 66,500 2,614,200 31,517,000 1994 66,700 2,638,500 31,661,000 1995 66,500 2,658,600 31/91 0,000 1997 70,100 2,724,400 32,609,000 1996 68,000 2,682,100 32,223,000 Source: State Department of Finance estimates (as of January 1) Employment and Industry The City is included in the San Diego Metropolitan Statistical Area, which includes all San Diego County. As of July 1998, the labor force for San Diego County was 1,311,900 which 1,262,000 were employed and 49,900 were unemployed. The unemployment rate as July 1998 was 3.8%, a 0.6% decrease from July 1997. Set forth below is data from 1993 to 19 reflecting San Diego County's civilian labor force, employment and unemployment. In the p five years total employment in San Diego County rose 8.4% while the labor force increa: 4.5%. METROPOLITAN STATISTICAL AREA (SAN IDIEGO COUNTY) Civilian Labor Force, Employment and Unemployment (Annual Averages) 4292 m E24 E25 m Civilian Labor Force (I1 42QPXN I, 1,226,300 1,236,500 1,234,500 1,236,300 1J Employment 112 1,131,600 1,149,500 1,155,800 1,170,700 12 Unemployment Rate U%l 7.7% 7.0% 6.4% 5.3% Unemployment 41A& 94,700 87,000 78,700 65,600 Wave and Salarv Emdovment Total All Industkes @) !X%+l@ 957,900 965,800 989,300 1,009,800 l,C Agriculture leTgee 10,700 10,600 10,800 10,800 Nonagricultural Industries 947+3X 947,200 955,300 978,600 999,000 1,C Mining Iiee 400 400 300 300 Construction 4wQ 39m 40,600 43,600 44,300 Manufacturing 1;24,188 117,!500 114,100 114,900 116,200 7 Transportation, Pub. Util. 24#€!Q 35,700 36,400 37,400 38,000 Wholesale Trade 4&%0 39,700 42,000 42,900 43,300 Retail Trade X4WQ 185,800 185,100 186,600 191,400 3 Finance, hur., Real Estate &420 62,200 59,100 55,800 56,600 Services 2%+%0 287,300 296,100 310,900 319,300 z Government #S$SXl 179,100 181J00 186,100 189,600 3 Labor force data is by lace of residence; includes self-employed individuals, unpaid family wor household domestic workers, and workers on strike hdustry employment is by place of work; excludes self-employed individuals, unpaid family wor household domestic workers, and workers on strike (1) (2) Source: State of California Employment Development Department A-2 0 0 The following tables list the major employers within the City and their estimate The major manufacturing employers located within Carlsbad are summarized in tl number of employees. table below. CITY OF CARLSBAD Major Manufacturing Employers 1996-97 Employer Fmdovment Products Callaway Golf 2,250 Golf Equipment Cobra Golf, Inc. I1 1,000 Golf Equipment Nellcor Puritan Bennett 1,OOO Medical Equipment Corporation The Upper Deck 700 Entertainment Cards Smith & Nephew Don Joy Inc. 602 Orthopedic Braces Ashworth, Inc. 400 GolfApparel Republic Tool & Manufact. Co. 400 Tools Taylor Made Golf Co., Inc. 400 Golf Equipment Palomar Products 300 Integrated Circuits ViaSat 275 Communications Equip. Syntron Bioresearch, Inc. 270 Test Kits & Diagnostics No Fear 250 Clothing Source: City of Carlsbad A list of major non-manufacturing employees in the City is set forth in the table below CITY OF CARLSBAD Major Non-Manufacturing Employers 1996-97 Emdoyer Employment Products Plaza Camino Real 3,000 Shopping Mall (4 major dept. stores) La Costa Resort & Spa 1,050 Hotel and Health Spa City of Carlsbad 700 Municipal Government Carlsbad Unified School District 610 Education Car Country Carlsbad 500 Car Dealerships Gemological Inst. of America 450 Marketing Gem Stones Farmers Insurance-Regional 400 Insurance Services Isis Pharmaceuticals 300 Research and Development San Diego Gas & Electric Co. 300 Power Generation Software of the Month Club 245 Computer Software/Shareware Price Costco 200 Grocer /Wholesale/Retail Source: City of Carlsbad Property Taxes Assessed Valuation. The valuation of property in the City is established by the San D County Assessor, except for public utility property which is assessed by the State Boar Equalization. Assessed valuations are reported at 100% of the full value of the propert) A-3 , 0 0 defined in Article XIIIA of the California Constitution. Prior to 1981-82, assessed valuatioi were reported at 25% of the full value of the property. A State-reimbursed exemption currently provides a credit of $7,000 of the full value an owner-occupied dwelling for which application has been made to the County Assess( Revenue estimated to be lost to local taxing agencies due to the this exemption has in the pi been reimbursed from State sources. Reimbursement is based upon total taxes due upon su exemption values and therefore is not reduced by any estimated amount of ach delinquencies. The following table shows assessed valuations for fiscal years 1994-95 through 1998-99 CITY OF CARLSBAD Assessed Valuation Fiscal Years 199495 through 1998-99 1998-99 1997-98 Fiscal Year 1994-95 1995-9 6 1996-97 Secured $5,673,354,814 $5,676,061,219 $5,811,751,594 $6,232,883,670 $7,287,748,2C Unsecured 288,206,831 310,402,764 348,706,124 352,854,173 432,400,Ol Less Exemptions 140.41 7.338) i46.279.594) 155.138.4481 J57.681-797) 178.827.02: Total AV (1) $5,921,144,307 $5,940,184,389 $6,105,319,270 $6,528,056,046 7,641,321,1! Less HOX(2) 196.1 73,142) 198.488.810) (100.249.766) /103,825.400) (108,623.20 Net AV $5,824,971,165 $5,841,695,579 $6,005,069,504 $6,424,230,646 $7,532,697,9' % Change (2.9%) 0.3% 2.8% 7.0% 1713 (1) Does not include redevelopment incremental valuation or state-assessed unitary values. (2) Homeowner's Exemption. Source: City of Carlsbad, Finance Department. Property Tax Colleciions and Delinquencies. The table below sets forth for fiscal years 15 93 through 1997-98, the property tax levies, total current collections and percent of 1f collected in the City for property tax accruing to the City's general fund. CITY OF CARLSBAD Property Tax Levies, Total Current Collections and Percent of Levy Collected For Fiscal Years 1992-93 through 1997-98 Fiscal Total Current Total Current Percent of Total Year Lew Collections Levy Collected Collections 1992-93 $13,990,844 $12,776,232 91.3% 1993-94 12,373,782 11,318,017 93.7 1995-96 11,891,199 11,164,134 93.9 1996-97 12,227,583 11,551,981 94.5 1997-98 i3,277,46a 12,636,654 95.2 1994-95 11,977,833 10,843,322 90.5 Source: City of Carlsbad, Finance Department; Comprehensive Annual Financial Report (1996). A4 t I 0 e Building Activity through Fiscal Year 1997-98. The table below summarizes building activity in the City from Fiscal Year 1993- CITY OF CARLSBAD Fiscal Years 1993-94 through 1997-98 Building Activity and Valuation (1) 2w E22 2225 E26 EZ m Single Family Dwelling $35,031,151 $78,616,708 $98,179,568 $182,024,043 $286,862,72 Condominium 7,760,077 7,094,873 4,083,850 7,830,839 19,568,83 Apartment 5,000 23,580,699 0 233,326 Single Family Attached 0 0 1,303,799 430,451 2,618,6? Residential addition 6,400,751 4,840,546 4,648,906 4,349,657 5,493,lC Commercial 3,265,874 9,437,919 19,824,541 31,285,886 51,955,552 Industrial 4,900,033 4,517,873 9,618,919 32,987,360 53,097,lS Hotel 0 0 6,905,798 0 Commercial Tenant Imprv. 2,027,029 4,103,740 8,246,037 6,224,212 22,3463: Industrial Tenant Imprv. 9,156,907 10,404,779 5,028,806 18,096,402 18,769,6’ Miscellaneous (2) 2510.421 2,662.281 4.276.203 72,363 3 76 19.197.7d Total Permit Valuations $71,057,243 $145,259,418 $162,116,427 $305,825,452 479,909,81 No. of build in^ Units Single-Family 165 353 455 Multi-Family 14 3 11 TOTAL 179 392 466 (1) lncludes additions and other improvements in addition to new construction activity. (2) lncludes electrical, mechanical, mobile home, patio/decks, plumbing, pool, retaining walI, sign and other miscellaneous permits. Source: City of Carlsbad A-5 0 APPENDIX B FORM OF BOND COUNSEL OPINION 0 ' 0 0 APPENDIX C FORM OF CONTINUING DISCLOSURE CERTIFICATE * 0 0 APPENDIX D REASSESSMENT DIAGRAM . 8 e e APPENDIX E TABLE OF VALUE-TO-LIEN RATIOS I e 0 APPENDIX F SUMMARY OF PAYING AGENT AGREEMENT e APPENDIX G APPRAISAL REPORT DATED JULY 31,1998 OF LYMAN STEVENS MARSHALL & THENE, INC 0 t 4 e 0 APPENDIX H EXECUTIVE SUMMARY: MARKET ANALYSIS AND ABSORPTION PROJECTION DATED FEBRUARY 16,1998 OF THE MEYERS GROUP 0 APPENDIX 1 BOOK-ENTRY-ONLY PROVISIONS 1 0 General. The Depository Trust Company ("DTC") will act as securities depository for i Bonds. The Bonds will be issued as fully-registered securities in the name of Cede & Co. (DTl partnership nominee). One fully-registered Bond certificate will be issued for each maturity the Bonds, each in the aggregate principal amount of such maturity, and will be deposited w DTC. DTC is a limited-purpose trust company organized under the laws of the State of N York, a Banking organization within the meaning of the laws of the State of New YorE York Uniform Commercial Code, and a clearing agency registered pursuant to the provision: Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds securities of participants ("DTC Participants") and facilitates the clearance and settlement of securii transactions among DTC Participants in such securities through electronic book-entry chan in accounts of DTC Participants, thereby eliminating the need for physical movement securities certificates. DTC Participants include securities brokers and dealers, banks, tr companies, clearing corporations and certain other organizations. DTC is owned by a numbe its DTC Participants and by the New York Stock Exchange, Inc., the American Stock Exchar Inc., and the National Association of Securities Dealers, Inc. Access to the Book-Entry Systen also available to others such as banks, brokers, dealers and trust companies that clear throi or maintain a custodial relationship with a DTC Participant, either directly or indirectly ( "Indirect Participants"). The rules applicable to DTC and for DTC Participants are on file M the Securities and Exchange Commission. member of the Federal Reserve System, a clearing corporation with the meaning of the N Purchases of Bonds under the DTC System must be made by or through C Participants, which will receive a credit balance in the records of DTC. The ownership inte. of each actual purchaser of each Bond (the "Beneficial Owner") will be recorded through of their purchase providing certain details of the Bonds acquired. Transfers of owners interests in the Bonds will be accomplished by book entries made by DTC and, in turn, by DTC Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not recc certificates representing their ownership interest in the Bonds, except as specifically providec the Indenture in the event participation in the Book-Entry System is discontinued ( "Discontinuance of DTC Services" below). records of a DTC Participant. Beneficial Owners are expected to receive a written confirma! To facilitate subsequent transfers, all Bonds deposited by participants with DTC registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Bonds v DTC and the registration in the name of Cede & Co. effect no change in beneficial owners DTC has no knowledge of the actual Beneficial Owners of the Bonds. DTC's records reflect c the identify of the DTC Participants to whose accounts such Bonds are credited, which ma. may not be the Beneficial Owners. The DTC and Indirect Participants will remain respons for keeping account of their holdings on behalf of their customers. So long as Cede & Co. is the registered owner of the Bonds, as nominee of D references herein to the holders or registered owners of the Bonds will mean Cede & Co. will not mean the Beneficial Owners of the Bonds. DTC may determine to discontinue providing its service with respect to the Bond any time by giving notice to the City and discharging its responsibilities with respect the 1-1 'td a e under applicable law. Under such circumstances, Bond certificates are required to be delivere as described in the Indenture. The Beneficial Owner, upon registration of certificates held in tl- Beneficial Owner's name, will become the registered owner of the Bond$. The City may determine that continuation of the system of book-entry transfers throug DTC (or a successor securities depository) is not in the best interest of the Beneficial Owners. . such event, Bonds will be delivered as described in the Indenture. Conveyances of notices and other communications by DTC to DTC participants, by DT Beneficial Owners will be governed by arrangements among them, subject to any statutory ar regulatory requirements as may be in effect from time to time. Redemption notices and all other notices to Bond owners shall be sent only to Cede Co., as registered owner of the Bonds. If less than all of the Bonds within an issue are beb redeemed, DTC's practice is to determine by lot the amount of the interest of each D? Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent to vote with respect to the Bonds. Under I usual procedures, DTC mails an Omnibus Proxy to the issuer of the Bonds as soon as possil- after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights those DTC Participants to whose accounts the Securities are credited on the record d: (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Bonds will be made solely to DTC or its nomin Cede & Co., as registered owner of the Bonds. Upon receipt of monies, DTC's current practicc to immediately credit the accounts of the DTC Participants in accordance with their respectj holdings shown on the records of DTC. Payments by DTC Participants and Indirect Participa to Beneficial Owners will be governed by standing rules and regulations governing municil securities held for the accounts of customers in bearer form or registered in "street name," a will be the responsibility of such DTC Participant or Indirect Participant and not of DTC, 1 Paying Agent, the City, subject to any statutory and regulatory requirements as may be in eff from time to time. The City, the Underwriter and the Paying Agent do not have any responsibility obligation to DTC Participants, to the persons for whom they act as nominees, to Benefic Owners, or to any other person who is not shown on the registration books as being an ownei the Bonds, with respect to (i) the accuracy of any records maintained by DTC or any D Participants; (ii) the payment by DTC or any DTC Participant of any amount in respect of 1 principal of, redemption price of or interest on the Bonds; (iii) the delivery of any notice wh is permitted or required to be given to registered owners under the Indenture; (iv) the select by DTC or any DTC Participant of any person to receive payment in the event of a par redemption of the Bonds; (v) any consent given or other action taken by DTC as registe owner; or (vi) any other matter arising with respect to the Bonds or the Indenture. The City, Underwriter and the Paying Agent cannot and do not give any assurances that D Participants or others will distribute payments of principal of or interest on the Bonds paic DTC or its nominee, as the registered owner, or any notices to the Beneficial Owners or t they will do so on a timely basis or will serve and act in a manner described in this Offi Statement. The City and the Paying Agent are not responsible or liable for the failure of DT( any DTC Participant to make any payment or give any notice to a Beneficial Owner in respec the Bonds or any error or delay relating thereto. The foregoing description of DTC, the procedures and record keeping with respec beneficial ownership interests in the Bonds, payment of principal, interest and other pap( Participants to Indirect Participants, and by DTC Participants and Indirect Participants 1-2 rb a 0 on the Bonds to DTC Partxipants or Beneficial Owners, confirmation and transfer of benefic ownership interest in the Bonds and other related transactions by and between DTC, the D Participants and the Beneficial Owners is based sole1 on information provided by Dl Accordingly, no representations can be made by the City concerning these matters and neitl the DTC Participants nor the Beneficial Owners should rely on the foregoing information w respect to such matters, but should instead confirm the Same with DTC or the DTC Participar as the case may be. Discontinuance of DTC Services. In the event that (a) DTC determines not to continue act as securities depository for the Bonds, or (b) the City determines that DTC shall no longer act and delivers a written certificate to the Paying Agent to that effect, then the City v discontinue the Book-Entry System with DTC for the Bonds. If the City determines to repla DTC with another qualified securities depository, the City will prepare or direct the preparati of a new single separate, fully registered Bond for each maturity of the Bonds registered in t name of such successor or substitute securities depository as are not inconsistent with the tea of the Indenture. If the City fails to ident+ another qualified securities depository to replace t incumbent securities depository for the Bonds, then the Bonds shall no longer be restricted being registered in the Bond registration books in the name of the incumbent securit depository or its nominee, but shall be registered in whatever name or names the incumbc securities depository or its nominee transferring or exchanging the Bonds shall designate. In the event that the Book-Entry System is discontinued, the following provisions WOI also apply: (i) the Bonds will be made available in physical form, (ii) principal of, a redemption premiums, if any, on, the Bonds will be payable upon surrender thereof at f corporate trust office of the Paying Agent in Los Angeles, California, (iii) interest on the Bon will be payable as specified in the Indenture, and (iv) the Bonds will be transferable a exchangeable as provided in the Indenture. Y 1-3 ' t 0 0 DmBDH&B %I BOND INDENTURE entered into by the CITY OF CARLSBAD as of October 1, 1998 regarding Assessment District No. 96-1 (Rancho Carrillo) Limited Obligation Improvement Bonds 4 C 0 0 DMBDH&B 81' Table of Contents SECTION 1. Issuance. Desimation and Amount. SECTION 2. Unnaid Assessments. ........................................ ............................... SECTION 3. General Provisions. .......................................... SECTION 4. Registered Bonds and Denominations. SECTION 5. Date of Bonds. SECTION6.Maturity. ................................................ SECTION 7. Interest. ................................................. SECTION8.Payment. ................................................ ............................. ............................................ SECTION 9. Redemption. .............................................. SECTION 10. Transfer of Repistered Bonds. .................................. , SECTION 11. Exchanpe of Bonds. SECTION 12. Books of Registration. ....................................... SECTION 13. Execution of Bonds. SECTION 14. Authentication. ........................................... SECTION 15. Ownership of Bonds. SECTION 16. Mutilated. Destroved. Stolen or Lost Bonds. SECTION 17. Cancellation of Bonds. SECTION 18, Book-Entry Program, ....................................... SECTION 19. Creation of Funds. SECTION 20. Investments. ............................................. ........................................ ........................................ ....................................... ........................ ...................................... ......................................... ii I t 0 0 DmBDH&B 8/1 SECTION 21. No Issuer Liabilitv. SECTION 22. Covenant to Foreclose. ....................................... SECTION 23. Order to Print and Authenticate Bonds. ............................. SECTION 24. Paving Agent. ............................................. SECTION 25. Liability of Paying APent. ......................................... ..................................... SECTION 26. Defeasance. ............................................. SECTION 27. Provisions Constitute Contract. ................................. SECTION 28. Unclaimed Funds. ......................................... SECTION 29. Amendments or Supplements. .................................. SECTION 30. Severability of Invalid Provisions. ............................... SECTION31.Notices. ................................................ SECTION 32. Continuing Disclosure. ...................................... iii 4 . 0 0 DmBDH&B 8/1 BOND INDENTURE This Bond Indenture (the "Indenture") dated as of October 1, 1998, entered into and approved by the of Carlsbad, California, (the "Issuer"), a municipal corporation duly organized and existing pursua the Constitution and the laws of the State of California, to establish the terms and conditions pertai to the issuance of bonds in a special assessment district known and designated as Assessment District 96-1 (Rancho Carrillo) (the "Assessment District"). SECTION 1. Issuance. Designation and Amount. Pursuant to the provisions of the "Improvement 1 Act of 1915" (the "Act"), being Division 10 of the Streets and Highways Code of the I of California, the Issuer does hereby authorize the issuance of bonds to represent ur assessments within the Assessment District in principal amount of $ designated as the City of Carlsbad Assessment District No. 96-1 (Rancho Can Limited Obligation Improvement Bonds (the "Bonds"), Unbaid Assessments. The Issuer shall, immediately upon the completion of the 30 cash collection period, determine the assessments which are unpaid and the aggre amount thereof as authorized by Section 8621 of the Streets and Highways Code 01 State of California. General Provisions. Bonds to represent the unpaid assessments, will be issued ir manner provided in the "Improvement Bond Act of 1915", being Division 10 ol Streets and Highways Code of the State of California (the "Bond Act"). The provis of Part 11.1 of said Act, providing an alternative procedure for the advance paymei assessments and the calling of Bonds shall apply. Registered Bonds and Denominations. Subject to the provisions contained in Exhit to this Indenture, the Bond shall be issued in book-entry form. Bonds shall be issu only in denominations of $5,000, or any integral multiple thereof. Date of Bonds. All of said Bonds shall be dated October 6,1998, and interest shall a( from that date. Maturity. The Bonds shall be issued in serial and term form with maturities on Septer 2nd, commencing September 2, 2000. The amounts and years of maturity shall be principal amounts maturing in the respective years of maturity as shown on Exhibit attached hereto and incorporated herein by this reference. The term bond rnaturinl 202 , together with -% of the serial bonds maturing on or before 20-, are referre in this Indenture as the "Escrowed Bonds." Interest. Each Bond shall be of a single maturity and shall bear interest at the rate a forth in Exhibit "A" attached hereto for said Bonds from the interest payment date preceding the date on which it is authenticated and registered, unless said Bon authenticated and registered as of an interest payment date, in which case it shall interest from said interest payment date, or unless said Bond is authenticated SECTION 2. SECTION 3. SECTION 4. SECTION 5. SECTION 6. SECTION 7. 1 e e DmBDH&B 8/1 registered prior to the first interest payment date, in which case it shall bear interest 1 its date, or unless a prior interest payment is in default on such date, in which case it 1 bear interest from the last day on which interest was paid in full or from its dated da no interest has been paid, until payment of its principal sum has been discharged. Intc shall be calculated on the basis of a 360 day year consisting of twelve months of 30 ( each. Payment. The principal on the Bonds shall be payable in lawful money of the UI States of America upon surrender of the Bond at the principal office of [Paying Ag Los Angeles, CA, the designated registrar, transfer agent, and paying agent of the Is (the "Paying Agent"), or such other registrar, transfer agent, or paying agent as ma designated by supplemental Indenture of the Issuer, SECTION 8. Interest on said Bonds shall be paid on March 2 and September 2 of each 1 commencing March 2, 1999, by check mailed by first class mail postage prepaid tc registered owner thereof at the owner's address as it appears on the books of registr; as of the 15th day of the month immediately preceding said interest payment date ( a "Record Date"). Interest may also be paid by wire transfer made on each Int Payment Date to any owner of $1,000,000 or more in aggregate principal amount o Bonds who shall have requested such transfer pursuant to written notice filed witl Paying Agent on or before the preceding Record Date. If any payment is due on a day which is a Saturday, Sunday or legal holidz a day on which the Paying Agent and the New York Stock Exchange is closed, pay shall be made the next succeeding business day. SECTION 9. Redemption. (a) OPtional Redemption. All Bonds are subject to redemption prir maturity at the option of the Issuer, in whole or in part, on any March 2 or Septeml upon payment of the principal balance thereof, plus accrued interest to the da redemption, together with a premium (computed upon the principal amount of the B to be redeemed) as set forth in the following table. Redemption Dates (March 2 and September 2) March 2,20- and September 2,20- RedemDtion Premium 3.0% March 2, 20 and September 2, 20- 2.0% 1.0% March 2, 20' and September 2, 20- March 2,201 and thereafter 0.0% (b) Mandatory Redemption from Unexpended Amounts in Escrow Accl The Escrowed Bonds are subject to mandatory redemption, in whole or in part, amounts withdrawn from the Escrow Account of the Improvement Fund and transf to the Prepayment Account of the Redemption Fund, on the first Interest Payment 2 0 0 DmBDH&B 8/1 for which timely notice may be given, at a redemption price equal to 103% of principal amount to be redeemed, together with accrued interest to the date of redempl (c) Mandatorv RedemDtion of Term Bonds. The Bonds maturing September 2,20- (the "Term Bonds") are subject to mandatory redemption in parl lot, prior to their stated maturity on September 2 in the following years and in following principal amounts, together with interest accrued on such amounts to the fixed for redemption, without premium: year Principal Amount 20- $,OOO 20- ,000 20- ,000 If any Term Bonds are redeemed in part pursuant to paragraph (a) or (b) a1 then the principal of the Term Bonds to be redeemed on each of the mandatory redem] dates set forth above shall be reduced pro rata in $5,000 increments by an amount ( to the aggregate principal of the Term Bonds redeemed pursuant to paragraph (a) a1 Selection of Bonds for Redemption. If less than all of the outstar bonds are to be redeemed pursuant to paragraph (a) above, the Paying Agent shall I the Bonds to be redeemed pro-rata among maturities and by lot within maturiti authorized denominations; provided, however, that the Paying Agent shall treat each as representing that number of Bonds of $5,000 denominations which is obtain€ dividing the principal amount of such Bond by $5,000. The Paying Agent shall pro1 notify the Issuer in writing of the Bonds, or portions thereof, selected for redempti Notice of Redemption. When the Paying Agent shall receive notice the Issuer of its election to redeem Bonds at least forty-five (45) days prior tc applicable redemption date, or when Bonds are otherwise to be redeemed pursuant t Section 9, the Paying Agent shall give notice, in the name and at the expense of the E of the redemption of such Bonds. Such notice of redemption shall (a) specify the C numbers and the numbers of the Bonds selected for redemption, except that where i Bonds are subject to redemption, the numbers thereof need not be specified; (b) sta date fixed for redemption; (c) state the redemption price; (d) state the place or 1 where the Bonds are to be redeemed; and (e) in the case of Bonds to be redeemed 01 part, state the portion of the Bond which is to be redeemed. Such notice shall furthei that on the date fixed for redemption there shall become due and payable on each I and interest accrued to the redemption date, and that from and after such date, in thereon shall cease to accrue and be payable. At least 30 days but no more than 45 prior to the redemption date, the Paying Agent shall mail by first class mail, pc prepaid, a copy of such notice to the respective owners of the Bonds to be redeen their addresses appearing on the bond register. The actual receipt by the owner c (d) (e) or portion thereof called for redemption, the principal thereof, together with any pren 3 0 0 DmBDH&B 8/1 Bond of notice of such redemption shall not be a condition precedent thereto, and fai to receive such notice shall not affect the validity of the proceedings for the redem€ of such Bonds, or the cessation of interest on the redemption date, A certificate bj Paying Agent that notice of such redemption has been given as herein provided sha conclusive as against all parties, and it shall not be open to any Bond owner to show he or she failed to receive notice of such redemption. Notice of redemption shall be sent by the Paying Agent on the date the notic redemption is mailed to the Bond owners by facsimile transmission, registered or cert mail or overnight delivery service to the registered securities depositories listed on Ex "E" hereto which are then in the business of holding substantial amounts of obliga of types comprising the Bonds and, on the date notice of redemption is mailed to the I owners, to the national information services listed on Exhibit "E" hereto that dissem notice of redemption of obligations similar to the Bonds or, in accordance with the t. current guidelines of the Securities and Exchange Commission, such other secur depositories and services providing information on called bonds, or no such secur depositories and services, as the Issuer may designate in written instructions deliver€ the Paying Agent. No defect in this notice to either the above-listed depositories or informe services nor any failure to give all or any portion of such notice shall in any manner dr the effectiveness of a call for redemption if notice thereof is given to the Bond ownei prescribed in the first paragraph of this subsection (e). (0 Partial Redemption of Bonds. Upon surrender of any Bond tc redeemed in part only, the Issuer shall execute and the Paying Agent shall authenticate deliver to the Bond owner, at the expense of the Issuer, a new Bond or Bond authorized denominations equal in aggregate principal amount to the unredeemed poi of the Bond surrendered, with the same interest rate and the same maturity. (g) Effect of Notice and Availability of Redemption Money. Notic redemption having been duly given, as provided in this Section 9, and the am necessary for the redemption having been made available for that purpose and b available therefor on the dated fixed for such redemption: (1) The Bonds, or portions thereof, designated for redemption shall, or date fixed for redemption, become due and payable at the redemption price therm provided in this Indenture, anything in this Indenture or in the Bonds to the cont notwithstanding; (2) Upon presentation and surrender thereof at the principal corporate 1 office of the Paying Agent, such Bonds shall be redeemed at the specified redemi price; 4 0 0 DmBDH&B 8/3 From and after the redemption date the Bonds or portions them designated for redemption shall be deemed to be no longer outstanding and such Bc or portions thereof shall cease to bear further interest; and (3) (4) From and after the date fixed for redemption no owner of any Bon portion thereof so designated for redemption shall be entitled to any of the benefits of Indenture, or to any other rights, except with respect to payment of the redemption I and interest accrued to the redemption date from the amounts so made available, SECTION 10. Transfer of Registered Bonds. Any Bond may, in accordance with its terms, be transferred, upon the boo1 registration required to be kept pursuant to the provisions of Section 12, by the own whose name it is registered, or by his duly authorized attorney or legal representai upon surrender of such Bond for registration of such transfer, accompanied by deli of a written instrument of transfer in a form approved by the Paying Agent and executed by the owner of said Bond. The Paying Agent shall require the payment by the owner requesting such trar of any tax or other governmental charge required to be paid with respect to such trar and such charges as provided for in the system of registration for registered obligations. No transfer of Bonds shall be required to be made during the fifteen (15) preceding the selection of any Bonds for redemption prior to the maturity thereof, with respect to any Bond which has been selected for redemption prior to the mab thereof. Upon any such registration of transfer, a new Bond or Bonds shal authenticated and delivered in exchange for such Bond, in the name of the transfere any denomination or denominations authorized by this Indenture, and in an aggrt principal amount equal to the principal amount of such Bond or principal amount of Bond or Bonds so surrendered. In all cases in which Bonds shall be exchange transferred, the Paying Agent shall authenticate at the earliest practical time, Bonc accordance with the provisions of this Indenture. All Bonds surrendered in such exchi or registration transfer shall forthwith be canceled. SECTION 11. Exchange of Bonds. Bonds may be exchanged at the principal office of the Paying Agent for a aggregate principal amount of Bonds of the same series, interest rate and maturity, sul to the terms and conditions provided in the system of registration for registered obligations, including the payment of certain charges, if any, upon surrender cancellation of the Bond. Upon such transfer and exchange, a new registered Bon 5 0 0 DmBDH&B 8/1 Bonds of any authorized denomination or denominations of the same maturity for the I aggregate principal amount will be issued to the transferee in exchange therefor. SECTION 12. Books of Registration. There shall be kept by the Paying Agent sufficient books for the registration transfer of the Bonds and, upon presentation for such purpose, the Paying Agent SI under such reasonable regulations as it may prescribe, register or transfer or cause 1 registered or transferred, on said register, Bonds as hereinbefore provided. SECTION 13. Execution of Bonds. The Bonds shall be executed substantially in the form of the Bond attached hc as Exhibit "B" in facsimile or manually by the Treasurer and by the City Clerk. Bonds shall then be delivered to the Paying Agent for authentication and registratior case an officer or authorized signatory who shall have signed or attested to any o Bonds by facsimile or otherwise shall cease to be such officer or authorized sign; before the authentication, delivery and issuance of the Bonds, such Bonds neverth may be authenticated, delivered and issued, and upon such authentication, deliverj issue, shall be as binding as though those who signed and attested the same had remi in office. SECTION 14. Authentication. Only such of the Bonds as shall bear thereon a certificate of authentic substantially in the form below, manually executed by the Paying Agent, shall be val obligatory for any purpose or entitled to the benefits of this Indenture, and such certil of the transfer agent and registrar shall be conclusive evidence that the Bonc authenticated have been duly executed, authenticated and delivered hereunder, an( entitled to the benefits of this Indenture. FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the Indenture. paying Agent], as Paying Agent By: Authorized Signatory Dated: 6 0 0 DmBDH&B 8/1 SECTION 15. Ownership of Bonds. The person in whose name any Bond shall be registered shall be deemed regarded as the absolute owner thereof for all purposes, and payment of or on ~CCOUI the principal and redemption premium, if any, of any such Bond, and the interest on such Bond, shall be made only to or upon the order of the registered owner thereof o legal representative. All such payments shall be valid and effectual to satisfy discharge the liability upon such Bond, including the redemption premium, if any, interest thereon, to the extent of the sum or sums so paid. SECTION 16. Mutilated. Destroved, Stolen or Lost Bonds. In case any Bond secured hereby shall become mutilated or be destroyed, si or lost, the Issuer shall cause to be executed and authenticated a new Bond of like datc tenor in exchange and substitution for and upon the cancellation of such mutilated 1 or in lieu of and in substitution for such Bond mutilated, destroyed, stolen or lost, 1 the owner's paying the reasonable expenses and charges in connection therewith, an the case of a Bond destroyed, stolen or lost, his filing with the Paying Agent and I! of evidence satisfactory to them that such Bond was destroyed, stolen or lost, and c to them. SECTION 17. Cancellation of Bonds. ownership thereof, and furnishing the Paying Agent and Issuer with indemnity satisfac All Bonds paid or redeemed, either at or before maturity, shall be canceled the payment or redemption of such Bonds, and shall be delivered to the Paying P when such payment or redemption is made. All Bonds canceled under any o provisions of this Indenture shall be destroyed by the Paying Agent, which shall ex1 a certificate in duplicate describing the Bonds so destroyed, and shall retain said exec certificate in its permanent files for the issue. SECTION 18. Book-Entry Program. Notwithstanding any provision of this Indenture to the contrary, the Bonds initially be delivered in book-entry form and shall be governed by the provisio Exhibit D attached hereto and incorporated herein by this reference. SECTION 19. Creation of Funds. The Issuer shall establish and maintain the following Funds for purpos making payment for the costs and expenses for the works of improvement and pay of principal and interest on the Bonds. The Funds to be created are designated as foll IMPROVEMENT FUND: The proceeds from the sale of the Bonds (after dt of required amounts in the Reserve Fund and Redemption Fund), the amount represe the good faith security deposit, if any, and the proceeds of the prepayment of assess1 7 0 0 DmBDH&B 8/1 collected prior to October 6, 1998, if any, shall be placed in the Fund hereby crea pursuant to the Act, which shall be designated the "Improvement Fund", and the ma in said Fund shall be used only for Project Costs as that term is defined hereina "Project Costs" shall mean the costs of acquisition or construction of the work improvement as authorized in the assessment proceedings and all incidental costs re1 thereto, all as more particular described in the Engineer's Report for Assessment Dis No, 96-1 (Rancho Carrillo) on file in the Office of the City Clerk of the Issuer, remain in the Improvement Fund for a period of not less than two (2) nor more than 1 (3) years from the receipt of Bond proceeds and, thereafter, shall be utilized or distrit: as determined by the Issuer and authorized by the Bond Act. Any surplus in the Improvement Fund after payment of all Project Costs The Issuer shall establish and maintain a separate account within the Improve Fund designated as the "Escrow Account." A portion of the Bond proceeds in the am shall be deposited into the Escrow Account and held in the Escrow Account transferred from time to time to the Improvement Fund to pay Project Costs or tc Prepayment Account of the Redemption Fund and applied to the mandatory redem] of the Bonds. Funds deposited into the Escrow Account are to ensure that the pro] value to lien ratio for each of the Villages (identified below and further described ii Engineer's Report) is at a minimum 3:l level. Accordingly, from time to time (bu more frequently than once in any six-month period) amounts held in the Escrow Acc with respect to each Village identified below, up to the maximum escrowed amoun each Village identified below, may be transferred to the Improvement Fund and USI pay Project Costs if, at the time of the transfer, the appraised value of the land improvements in the Village, as valued in an appraisal prepared by an independent appraiser appointed by the City (but paid by the owner or owners of the Villages), least three times the sum of (1) the aggregate amount of current liens allocated ti Village as identified below, being the assessment lien plus any community facilities di lien, and less the escrowed amount allocated to the Village, (2) the amount then pro€ to be released from the Escrow Account with respect to the Village, and (3) the an of prior releases from the Escrow Account with respect to the Village. The Village respective escrowed amounts held in the Escrow Account, and the current liens all0 to the Villages are as follows: of $ , which amount would otherwise be immediately used to pay Project C Assessment Current Maximui Lien (less Aggregate Escrowe Village escrow) CFD Lien Lien Amouni 8 0 0 DmBDH&B 8/1 On July 1,2001, or such later date as hereinafter permitted, the Escrow Acci will be closed, and all remaining amounts therein will be transferred to the Prepay1 Account of the Redemption Fund to be applied to the mandatory redemption of Bo provided, however, the Escrowed Account may be maintained after July 1, 2001 i~ counsel filed with the Issuer to the effect that such extension will not adversely affec exclusion of the interest on the Bonds from gross income for federal income tax purpc If and to the extent monies in the Escrow Account allocated to a Villagt transferred to the Prepayment Account of the Redemption Fund to be applied tc mandatory redemption of Bonds, the Issuer shall credit the amount of the prepay; against (and thereby reduce) the assessments on the properties within the Village. sole discretion of the Issuer to such later date as may be permitted in fhe opinion of 1 REDEMPTION FUND: The Issuer shall establish and maintain a Redem] Fund designated by the name of the proceedings, into which shall be placed (i) initi an amount from proceeds of the Bonds which represents accrued interest, if any, 01 Bonds, (ii) all sums received by the Issuer representing the collection of the assessn and (iii) any surplus in the Improvement Fund authorized by the Issuer pursuant to Si and Highways Code Section 10427.1 to be credited against unpaid assessments. The Issuer shall transfer or cause to be transferred sufficient sums fron Redemption Fund to the Paying Agent at least one business day prior to each int payment date for deposit into the Debt Service Fund to be maintained by the Pz Agent. Principal of and interest on said Bonds shall be paid by the Paying Agent f registered owners out of funds transferred from the Redemption Fund to the extent 1 on deposit in said Redemption Fund are available therefor, In all respects not re herein, the Bonds and the payment of the Bonds shall be governed by the provisio the Act. Under no circumstances shall the Bonds or interest thereon be paid out o other fund except as provided by law. Prior to the first redemption date there shall be established by the Issi prepayment subaccount within the Redemption Fund to be known as the Prepay Account ("Prepayment Account"). The Issuer shall deposit in the Prepayment Acc all monies received representing the principal of and redemption premium on any pr assessments and any amounts transferred from the Escrow Account of the Improve Fund. Such monies shall be applied solely to the payment of principal of and prei on Bonds to be redeemed prior to maturity pursuant to the provisions of Section 9 a Indenture. RESERVE FUND: Pursuant to the Act there shall be created and maintain1 the Issuer a special reserve fund for the Bonds to be designated by the name c Assessment District and specified as the "Reserve Fund". An amount equal to $- shall be deposited in the Reserve Fund out of the Bond proceeds. Monies in the Reserve Fund shall be applied as follows: 9 0 0 DmBDH&B 8/1 A. Whenever there are insufficient funds in the Redemption Fund to pal next maturing installment of principal of or interest on the Bonds on the business preceding such date of payment, the Issuer shall transfer the amount necessary to r up such deficiency from the Reserve Fund to the Redemption Fund. The amounl advanced shall be reimbursed upon receipt thereof by the Issuer and transfer thereof t~ Issuer for deposit into the Reserve Fund from the proceeds of redemption or sale o parcels for which payment of delinquent installments of assessments and interest the have been made from the Reserve Fund. B. In the event an unpaid assessment is paid in cash in advance of the Bond maturity date, the Issuer shall credit such prepaid assessment with a proportic share of the Reserve Fund, thus reducing the total amount of the Reserve Fund. amount to be so credited shall be the pro-rata share of the original amount depositc the Reserve Fund, less any amount previously credited to the parcel with respect to a 1 prepayment and less any amount previously transferred from the Reserve Fund tc Redemption Fund as a result of the delinquency in the payment of assessment installn for the parcel for which the assessment is being prepaid which has not previously cured. The Issuer shall transfer the amount representing such credit from the Res Fund to the Redemption Fund. C. Interest earned on permitted investments of Reserve Fund monies subsequently be maintained at the “Reserve Requirement”. “Reserve Requirement“ m an amount equal to the least of (1) 10% of the original principal amount of the Bonds the maximum principal of and interest on the Bonds payable in any year ending September 2, or (3) 125% of the average principal of and interest on the Bonds pa] each year ending each September 2. remain in the Reserve Fund so that the amount therein may accumulate to D. Prior to each interest payment date, any interest earned on the invest of monies on deposit in the Reserve Fund which would cause the amount therein to ex the Reserve Requirement shall be transferred to the Redemption Fund and shall be cra towards unpaid assessments each year during which part of the Bonds remain outstanc The Auditor‘s Record prepared by the Issuer pursuant to Section 8682 of the Act reflect credits against each of the unpaid assessments in the manner provided in Sel 10427.1 therein in amounts equal to each assessment parcels’ proportionate share 0: such Reserve Fund disbursement. E. All sums remaining in the Reserve Fund in the year in which the installments of the assessments become due and payable shall be credited towarc assessments as follows: Prior to June 30th of the Fiscal Year next preceding the Fiscal Year in whic last unpaid assessment installment becomes due and payable, the Issuer shall determin amount remaining in the Reserve Fund, if any, after all sums advanced and in1 thereon have been reimbursed, and shall order the same to be distributed and/or cre pursuant to its written direction in the manner set forth in Section 10427.1 of the 10 a m DmBDH&B 8/1 provided only that where all or any part of such assessments remain unpaid and last unpaid assessment installment, then such excess shall be credited against the ne: last unpaid assessment installment. payable installments, the amount apportioned to each parcel shall be credited againsl Whenever the balance in the Reserve Fund is sufficient to retire all remai outstanding Bonds, whether by advance retirement or otherwise, collection of the prim of and interest on the assessments shall be discontinued and the Reserve Fund sha liquidated by the Issuer and utilized in the retirement of the Bonds. In the event that the balance in the Reserve Fund at the time of liquidation exc the amount required to retire all outstanding Bonds in the issue, the excess sha apportioned by the Issuer to each parcel upon which the individual assessment rem2 unpaid at the time the balance in the Reserve Fund was sufficient to retire all outstan Bonds in the issue. The payments shall be made in cash by the Issuer to the respe owners of the parcels except that, if the excess is not greater than one thousand do ($l,OOO), the excess may be transferred to the general fund of the Issuer. SECTION 20. Investments. All funds held under this Indenture or held by the Paying Agent may be invc from time to time in Authorized Investments (as hereinafter defined) at the WI direction of the Issuer. Obligations purchased as investments of monies in any o funds and accounts in which investments are authorized shall be deemed at all times part of such funds and accounts. All investment earnings on monies held under Indenture shall be deposited into the fund from which the investment was made. The Issuer shall sell at the best price reasonably obtainable or presen redemption any obligations so purchased whenever it may be necessary to do so in ( to provide monies to meet any payment or transfer for such funds and accounts or such funds and accounts. For the purpose of determining at any given time the bd in any such funds or accounts, any such investments constituting a part of such fund accounts shall be valued at their market value. Notwithstanding anything herein t contrary, the Issuer shall not be responsible for any loss from any investments pur to this Indenture. "Authorized Investments" means any of the investments described in Exhi attached hereto and incorporated herein by this reference. SECTION 21. No Issuer Liability. It is hereby further determined and declared that the Issuer will not obligate to advance any available funds from its Treasury to cure any deficiency or delinqi which may occur in the Redemption Fund by failure of property owners to pay a special assessments. This determination shall be clearly set forth and stated in the ti 11 0 0 DRAFTBDH&B 8/1 the Bonds to be issued pursuant to these proceedings as authorized and required by Sec 8769 of the Streets and Highways Code of the State of California. SECTION 22. Covenant to Foreclose. The legislative body hereby covenants with and for the benefit of the Bond ON that it will order, and cause to be commenced as hereinafter provided, and there diligently prosecute to judgment (unless such delinquency is theretofore brought cur an action in the superior court to foreclose the lien of any assessment installment not when due as provided in this Section 22. The Finance Director shall notify the Attorney of any such delinquency of which the Finance Director is aware, and the Attorney shall commence, or cause to be commenced, such proceedings. On or about February 15 and June 15 of each year , the Finance Director review assessment installments theretofore levied in the Assessment District an( amount of assessment installments theretofore received, and: (A) Individual Delinquencies. If the Finance Director determines th any single parcel is subject to & assessment delinquency in an aggregate an of $2,500 or more or (ii) any owner owns one or more parcels subject 1 assessment delinquency in an aggregate amount of $2,500 or more, the] Finance Director shall send or cause to be sent a notice of delinquency demand for immediate payment thereof) to the owner of the subject parc parcels within 45 days of such determination and (if the delinquency ren uncured) shall cause foreclosure proceedings to be commenced within 90 da such determination to the extent permissible under applicable law. (El) Aggregate Delinquencies. If the Finance Director determines th; total amount of delinquent assessment installments for the entire Assess District (including the total of delinquencies under subsection A above) exc 5% of the total assessment installments due and payable, the Issuer shall se cause to be sent within 45 days of such determination a notice of delinquency demand for immediate payment thereof) to the owners of the property withi Assessment District which are subject to delinquency and (if the delinqi remains uncured) shall cause foreclosure proceedings to be commenced with days of such determination to the extent permissible under applicable law. SECTION 23. Order to Print and Authenticate Bonds. The Finance Director is hereby instructed to cause Bonds, as set forth ab01 be printed, and to proceed to cause said Bonds to be authenticated and delivered authorized representative of the purchaser, upon payment of the purchase price as set in the accepted proposal for the sale of Bonds. 12 0 e D-BDH&B %/I SECTION 24. Paving Agent. The Issuer hereby appoints [Paying Agent] as Paying Agent for the Bonds. Paying Agent is hereby authorized to and shall mail or wire interest payments to the I owners, select Bonds for redemption, give notice of redemption of Bonds, and mail the Bond register as provided in this Indenture. Subject to the Book-entry provisioi Exhibit D attached hereto, the Paying Agent is hereby authorized to pay the princio and premium, if any, on the Bonds when the same are duly presented to it for payme maturity or on call and redemption, to provide for the registration of transfer exchange of Bonds presented to it for such purposes, to provide for the cancellatic Bonds, all as provided in this Indenture, and to provide for the authentication of Bc and shall perform all other duties assigned to or imposed on it as provided in Indenture. The Paying Agent shall keep accurate records of all funds administered and all Bonds paid and discharged by it. The Paying Agent initially appointed, anc successor thereto, may be removed by the Issuer and a successor or successors mi appointed. So long as any Bonds are outstanding and unpaid the Paying Agent anc successor or successors thereto designated by the Issuer shall continue to be Paying P of the Issuer for all of said purposes until the designation by the Issuer of a successl successors as Paying Agent. The Issuer shall compensate the Paying Agent fo performance of its services hereunder pursuant to the Paying Agent Agreement. A Paying Agent appointed hereunder may resign at any time upon 90 days wi reorganization of a Paying Agent, the Issuer will appoint a new Paying Agent, which be the corporation resulting from such reorganization. notice and after appointment by the Issuer of a successor. Upon merger, consolidatic SECTION 25. Liabilitv of Paving Agent. The recitals of fact and all promises, covenants and agreements contained h and in the Bonds shall be taken as statements, promises, covenants and agreements ( Issuer, and the Paying Agent assumes no responsibility for the correctness of the sam makes no representations as to the validity or sufficiency of this Indenture or of the Bc and shall incur no responsibility in respect thereof other than in connection with its c or obligations herein, or in the Bonds or in the certificate of authorization assigned imposed upon the Paying Agent. The Paying Agent shall be under no responsibili duty with respect to the issuance of the Bonds for value. The Paying Agent shall n liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Paying Agent shall be protected in acting 01 notice, resolution, request, consent, certificate or other document believed by it genuine and to have been signed or presented by the proper party. SECTION 26. Defeasance. If all outstanding Bonds shall be paid and discharged in any one or more ( following ways: 13 e 0 DmBDH&B 8/1 (a) by paying or causing to be paid the principal of and interest with ref to all Bonds outstanding, as and when the same become due and payable: (b) by depositing with an escrow agent, in trust, at or before maturity, mi which, together with the amounts then on deposit in the Redemption Fund and the Res Fund, is fully sufficient to pay the principal of and interest on all Bonds outstandir and when the same shall become due and payable; or (c) by depositing with an escrow agent, in trust, direct non-cal obligations of, or non-callable obligations guaranteed by, the United States of Ame in which the Issuer may lawfully invest its money, in such amount as a firm of cerl public accountants selected by the Issuer shall determine, at the expense of the Is! will, together with the interest to accrue thereon and monies then on deposit iI Redemption Fund and the Reserve Fund together with the interest to accrue thereoi fully sufficient to pay and discharge the principal of and interest on all Bonds outstar as and when the same shall become due and payable; then, at the election of the Issuer, and notwithstanding that any Bonds shall not have surrendered for payment, all obligations of the Issuer under this Indenture shall ceasc terminate, except for the obligation to pay the fees and expenses of the Paying Agen any indemnifications which by their terms survive the termination of this Indenture with respect to all outstanding Bonds shall cease and terminate, except for the oblig of the Paying Agent to pay or cause to be paid to the owners of the Bonds nc surrendered and paid, all sums due thereon. Notice of such election shall be filed the Paying Agent. Any funds held by the Paying Agent, at the time of receipt of notice from the Issuer, which are not required for the purpose above mentioned, sh: paid over to the Issuer. SECTION 27. Provisions Constitute Contract. The provisions of this Indenture and the Bonds shall constitute a contract bet the Issuer and the Bond owners and the provisions hereof and thereof shall be enforc by any Bond owner for the equal benefit and protection of all Bond owners simi situated by mandamus, accounting, mandatory injunction or any other suit, actic proceeding at law or in equity that is now or may hereafter be authorized under the of the State of California in any court of competent jurisdiction. Said contract is under and is to be construed in accordance with the laws of the State of California After the issuance and delivery of the Bonds this Indenture shall not be subj recession, but shall be subject to modification to the extent and in the manner pro in this Indenture, but to no greater extent and in other manner. SECTION 28. Unclaimed Funds. Notwithstanding any provisions of this Indenture, subject to applicable escheat laws, any monies held by the Paying Agent in trust for the payment c 14 0 0 DmBDH&B 8/1 principal or premium, if any, or interest on, any Bonds and remaining unclaimed for year after the principal of all of the Bonds has become due and payable (whetht maturity or upon call for redemption or by declaration as provided in this Indenture such monies were held at such date, or one year after the date of deposit of such ma if deposited after said date when all of the Bonds became due and payable, shall be re to the Issuer free from the lien created by this Indenture, and all liability of the Pa Agent with respect to such monies shall thereupon cease and the Bond owners shall, I such payment, look only to the Issuer for payment; provided, however, that befort repayment of such monies to the Issuer as aforesaid, the Paying Agent may, upor written direction of the Issuer and at the cost of the Issuer, first publish at least onc a nationally recognized financial publication published in New York, New York, and Angeles, California, a notice, in such form as may be deemed appropriate by the Pa held for the payment thereof. SECTION 29. Amendments or Supplements. Agent, with respect to the provisions relating to the repayment to the Issuer of the mc The Issuer may, by adoption of a resolution from time to time, and at any i without notice to or consent of any of the Bond owners, approve an amendmet supplemental indenture hereto for any of the following purposes: (a) to cure any ambiguity, to correct or supplement any provision hc which may be inconsistent with any other provision herein, or to make any other prov with respect to matters or questions arising under this Indenture or in any supplem indenture, provided that such action shall not materially adversely effect the interes the Bondholders; (b) to add to the covenants and agreements of and the limitations an( restrictions upon the Issuer contained in this Indenture, other covenants, agreem limitations and restrictions to be observed by the Issuer which are not contrary 1 inconsistent with this Indenture as theretofore in effect; or (c) to modify, alter, amend or supplement this Indenture in any other re which is not materially adverse to the interests of the Bond owners. Exclusive of the supplemental indentures hereto provided for in the first parag of this Section 29, the Owners of not less than 60% in aggregate principal amount c Bonds then Outstanding shall have the right to consent to and approve the adoption b Issuer of such supplemental indentures as shall be deemed necessary or desirable b Issuer for the purpose of waiving, modifying, altering, amending, adding to or rescini in any particular, any of the terms or provisions contained in this Indenture, prov however, that nothing herein shall permit, or be construed as permitting, (a) an extei of the maturity date of the principal of, or the payment date of interest on, any Boric a reduction in the principal amount of, or redemption premium on, any Bond or tht of interest thereon, (c) a preference or priority of any Bond or Bonds over any other or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds the or 15 0 0 DmBDH&B 8/1 of which are required to consent to such resolution or order, without the consent o Owners of all Bonds then outstanding. SECTION 30. Severabilitv of Invalid Provisions. If any one or more of the provisions contained ir Indenture or in the Bonds shall for any reason be held to be invalid, illegz unenforceable in any respect, then such provision or provisions shall be deemed sevei from the remaining provisions contained in this Indenture, and this Indenture sha construed as if such valid or illegal or unenforceable provision had never been conti herein. The Issuer hereby declares that it would have entered into this Indenture and and every other Section, paragraph, sentence, clause or phrase hereof and authorizec issuance of the Bonds pursuant thereto irrespective of the fact that any one or 1 Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held ill invalid or unenforceable. SECTION 31. Notices. All notices or communications herein required or permitted to be given tc Issuer or the Paying Agent shall be in writing and shall be deemed to have sufficiently given or served for all purposes by being delivered or sent by telecopy ( being deposited, postage prepaid, in a post office letter box, addressed as follows: If to Issuer: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: Financial Management Paying Agent] 550 South Hope Street, Suite 500 Los Angeles, CA 90071 Attn: Corporate Trust Dept. If to Paying Agent: SECTION 32. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply and carry out all of the provisions of that certain Continuing Disclosure Certil attached hereto as Exhibit "F" (the "Continuing Disclosure Certificate"). Notwithsta any other provision of this Indenture, failure of the Issuer to comply with the Contl Disclosure Certificate shall not be considered an Event of Default; however, any owner may take such actions as may be necessary and appropriate, including sa mandate or specific performance by court order, to cause the Issuer to comply wi obligations under this Section. 16 0 0 DwBDH&B 81 IN WITNESS WHEREOF, the Issuer has executed and entered into this Bond Indenture effective the first written hereinabove. CITY OF CARLSBAD By: City Manager The undersigned, for and on behalf of paying Agent], in the capacity as paying agent, hereby accept duties of Paying Agent under the foregoing Bond Indenture. Dated as of July 1, 1998. paying Agent], as Paying Agent By: Authorized Officer 17 0 e DmBDH&B 8P EXHIBIT "A" MATURITY SCHEDULE YEAR PRINCIPAL INTERESTRATE YEAR PRINCIPAL INTERESTR 1998 $7- .00% 2009 $,OOO .OO% 1999 ,000 30% 2010 ,000 .00% 2000 ,000 .oo% 201 1 ,000 .00% 200 1 ,000 .00% 2012 ,000 .OO% 2002 ,000 .oo% 2013 ,000 .OO% 2003 ,OOo .oo% 2014 ,000 .00% 2004 ,000 .oo% 2015 ,000 .oo% 2005 ,OOo .oo% 2016 ,000 .oo% 2006 .Ooo .oo% 2017 ,000 .oo% 2007 ,000 .OO% 2018 ,000 .oo% 2008 ,000 .00% 2019 ,000 .OO% 2022 $,wo .OO% A-1 0 0 DmBDH&B 8/1 EXHIBIT "B" [FORM OF BOND] United States of America State of California NO. R-1 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 96-1 (CARRILL0 RANCH) LIMITEB OBLIGATION IMPROVEMENT BOND INTEREST RATE: MATURITY DATE: BOND DATE: CU! % September 2, 1999 October 6, 1998 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: Under and by virtue of the Improvement Bond Act of 1915, being Division 10 of the Streets and High Code of the State of California (the "Act"), the City of Carlsbad, California (the "Issuer") will, out c certain public works of improvement in the Assessment District, being Assessment District No. (Rancho Carrillo), pay to the registered owner or registered assigns, on the maturity date stated at the principal sum stated above in lawful money of the United States of America upon presentation i corporate trust office of the designated paying agent of the Issuer, with interest thereon at the rat1 annum stated above from the interest payment date next preceding the date on which this boi authenticated and registered, unless this bond is authenticated and registered as of an interest payment in which case it shall bear interest from said interest payment date, or unless this bond is authenticata registered prior to the first interest payment date, in which case it shall bear interest from its date or u interest is in default on this bond on such date, in which case it shall bear interest from the last da which interest was paid in full or from its dated date if no interest has been paid, until payment o principal sum has been discharged, all as is hereinafter specified. This bond is one of a series of bonds of like date, tenor and effect, but differing in amounts, interest and maturities, issued by the Issuer under the Act for the purpose of providing means for paying fc work and improvements described in said Resolution of Intention, is secured by the monies in redemption fund and by the unpaid assessments made for the payment of said work, and, inch principal and interest, is payable exclusively out of the redemption fund. Further term and cond of the bonds are provided for by a Bond Indenture of the Issuer (the "Indenture") dated as of July 2, redemption fund for the payment of the bonds issued upon the assessments made for the constructic B- 1 0 0 D-BDH&B 8/ and this reference incorporates the Indenture herein and by acceptance hereof the owner of this 1 assents to the terms and conditions of the Indenture. The interest is payable semiannually on the second day of March and September in each year, commer March 2, 1999, to the registered owner hereof by check mailed to the owner at the owner's address appears on the registration books of the Issuer kept by the paying agent, or at such address as may been filed with the paying agent of the Issuer for that purpose, as of the fifteenth day of the m immediately preceding said interest payment date (the "Record Date") or, at the option of any own at least $l,OOO,OOO principal amount of the Bonds (exercised by written request of such owner tc paying agent on or before the Record Date) by wire transfer to a bank account within the United S of America. This bond will continue to bear interest after maturity at the rate above stated, providt is presented at maturity and payment thereof is refused upon the sole ground that there are not suffi monies in the redemption fund with which to pay same. If this bond is not presented at maturity, int thereon will cease to accrue at maturity. The bonds are issuable only as fully registered bonds in denominations of $5,000.00 or any int multiple thereof, except for one bond maturing in the first year of maturity which includes the amoui which the total issue exceeds the maximum integral multiple of $5,000.00 contained therein. This bond is transferable by the registered owner hereof in person or by the owner's attorney authorized in writing at the office of the paying agent of the Issuer, subject to the payment of any ti governmental charges, if any, upon surrender and cancellation of this bond. Upon such transfer a registered bond or bonds of any authorized denomination or denominations of the same maturity, fa same aggregate principal amount, will be issued to the transferee in exchange therefor. All Bonds are subject to redemption prior to maturity at the option of the Issuer, in whole or in pa any March 2 or September 2 upon payment of the principal balance thereof, plus accrued interest t date of redemption, together with a premium (computed upon the principal amount of the Bonds redeemed) as set forth in the following table. Redemption Dates (March 2 and September 2) Redemption Premium The Bonds maturing on September 2, 20- (the "Term Bonds") are subject to mandatory redempti part prior to their stated maturity on September 2 in the following years and in the following prh amounts, together with interest accrued on such amounts to the date fixed for redemption, wi premium: Year Principal Amount 20- $ 20- 20- B-2 0 0 DmBDH&B 8/ If any Term Bonds are redeemed in part pursuant to an optional redemption, then the principal of the 'I Bonds to be redeemed on each of the mandatory redemption dates set forth above shall be reducedpro in $5,000 increments by an amount equal to the aggregate principal of the Term Bonds redeemed purs to the optional redemption. At least 30 days but no more than 45 days prior to the redemption date, the Paying Agent shall ma first class mail, postage prepaid, a notice of redemption to the respective owners of the bonds t redeemed at their addresses appearing on the bond register. The actual receipt by the owner of any 1 of notice of such redemption shall not be a condition precedent thereto, and failure to receive such nl shall not affect the validity of the proceedings for the redemption of such bonds or the cessation of int on the redemption date. This bond is subject to refunding pursuant to the procedures of Division 11.5 (commencing with Se 9500) of the Streets and Highways Code THE ISSUER DECLARED AND DETERMINED THAT THE ISSUER WILL NOT OBLIG, ITSELF TO ADVANCE AVAILABLE FUNDS FROM ITS TREASURY TO CURE ANY DEFICIE? WHICH MAY OCCUR IN THE REDEMPTION FUND. This bond shall not be entitled to any benefit under the Act or the proceedings or become vaIi obligatory for any purpose, until the Certificate of Authentication hereon shall have been dated and siq by the transfer agent, registrar and paying agent. IN WITNESS WHEREOF, the Issuer has caused this bond to be signed by the Treasurer of the Ci Carlsbad, California, and by the City Clerk of the City of Carlsbad, all as of July 2, 1998. CERTIFICATE OF AUTHENTICATION Date: This is one of the Bonds described in in the Indenture. Treasurer [paying Agent], as Transfer Agent, Registrar and Paying Agent CITY OF CARLSBAD, CALIFOR City Clerk By: Authorized Signatory B-3 0 0 DmBDH&B 81 LEGAL OPINION The attached is a true and correct copy of the opinion rendered by Brown Diven Hessell & Brew1 connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A si< copy is on file in my office. City Clerk ASSIGNMENT For value received hereby sells, assigns and transfers the within-mentioned Bond and he [include federal tax identification number] irrevocably constitutes and appoints the books of the Paying Agent with full power of substitution in the premises. Dated: attorney, to transfer the samc NOTE: The signature to this assignment n correspond with the name as written on the of the within Bond in every particular, witl alternation or enlargement or any ch whatsoever. Signature Guaranteed: NOTE: Signature must be guaranteed by a qualified guarantor, B-4 e 0 DRA#"BDH&B 811 Exhibit C Authorized Investments "Authorized Investments" means an investment in any of the following to the extent such sew are otherwise eligible for the legal investment of funds of the District: (1) United States Treasury notes, bonds, bills or certificates of indebtedness, or those which the faith and credit of the United States is pledged for the payment of principal and interest; (2) Time certificates of deposit or negotiable certificates of deposit issued by a statc nationally chartered bank or trust company, including the Paying Agent, or a state or federal savings loan association; provided, that such certificates of deposit shall be (i) continuously and fully insurec the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, 01 issued by any bank or trust company organized under the laws of any state of the United States of Ame or any national banking association (including the Paying Agent) having a combined capital and suq of at least one hundred million dollars ($100,000,000), and such certificates shall have maturities of (6)months or less, or (iii) continuously and fully secured by such securities as are described in clause above, which securities shall have a market value (as determined on a marked-to-market basis calculi at least weekly, and exclusive of accrued interest) of not less than the principal amount of such certific of deposit; (3) Bills of exchange or time drafts drawn on and accepted by a commercial bank (incluc the Paying Agent), otherwise known as bankers' acceptances, which are eligible for purchase by meml of the Federal Reserve System; provided, that purchases of eligible bankers' acceptances may not exc two hundred seventy (270) days' maturity; (4) Commercial paper of "prime" quality of the highest ranking or of the highest letter numerical rating as provided by either Moody's or Standard & Poor's, which commercial paper is lim to issuing corporations that are organized and operating within the United States of America and that h total assets in excess of five hundred million dollars ($500,000,000) and that have an "A" or higher ral for the issuer's debentures, other than commercial paper, as provided by either Moody's or Standarc Poor's; provided, that purchases of eligible commercial paper may not exceed one hundred eighty (1 days' maturity nor represent more than ten percent (10%) of the outstanding commercial paper oj issuing corporation; (5) Any repurchase agreement with any bank or trust company organized under the law any state of the United States of America (including the Paying Agent) or any national banking associai Reserve Bank of New York, which agreement is secured by any one or more of the securities descril in clause (1) above; provided, that the underlying securities are (i) required by the repurchase agreem to be held by any such bank, trust company or primary dealer having a combined capital and surplus at least one hundred million dollars ($100,000,000) and being independent of the issuer of such repurch or government bond dealer reporting to, trading with and recognized as a primary dealer by, the Fed. c-1 e 0 DmBDH&B 8/1 agreement, and (ii) maintained at a market value (as determined on a marked-to-market basis calcul at least weekly) of not less than 103% of the amount so invested; (6) Bonds, notes, warrants or other evidence of indebtedness of the State of California t any political subdivision or public agency thereof which are rated in one of the two highest short-ten long-term rating categories by either Moody's or Standard & Poor's: (7) Units of a taxable government money market portfolio restricted to obligations issuc guaranteed as to payment of principal and interest by the full faith and credit of the United S government or repurchase agreements collateralized by such obligations; and (8) The Local Agency Investment Fund established pursuant to Section 16429.1 o Government Code of the State of California. c-2 0 0 DmBDH&B 81 Exhibit D Book-Entrv Provisions The Bonds (other than the first maturity bonds) shall be initially issued in the form of a sir fully registered Bond for each maturity (which may be typewritten). Upon initial issuance, the owner of such Bonds shall be registered in the name of the Nominee identified below as nominee of Depository Trust Company, New York, and its successors and assigns (the "Depository" or "DT Except as hereinafter provided, all of the Bonds shall be registered in the name of the nominee ol Depository, which may be the Depository, as determined from time to time pursuant to this Section "Nominee"). With respect to the Bonds registered in the name of the Nominee, neither the Issuer nor the Pa Agent shall have any responsibility or obligation to any broker-dealers, banks and other fins institutions from time to time for which the Depository holds Bonds as securities depository "Participant") or to any person on behalf of which such a Participant holds an interest in the Bo. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall 1 any responsibility or obligation (unless the Issuer is at such time the Depository) with respect to (i) accuracy of the records of the Depository, the Nominee, or any Participant with respect to any owner interest in the Bonds, (ii) the delivery to any Participant or any other person, her than an owner of a B as shown in the register, of any notice with respect to the Bonds, including any notice of redemption, the selection by the Depository and its Participants of the beneficial interests in the Bonds to be redee in the event the Issuer redeems the Bonds in part, or (iv) the payment to any Participant or any o person, other than an owner of a Bond as shown in the register, of any amount with respect to princ of or interest on the Bonds. The Issuer and the Paying Agent may treat and consider the person in wl name each Bond is registered as the holder and absolute owner of such Bond for the purpose of payr of principal and interest with respect to such Bond, for the purpose of giving notices of prepayme applicable, and other matters with respect to such Bond, for the purpose of registering transfers \ respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all priicipi register, or his respective attorney duly authorized in writing, and all such payments shall be valid effective to fully satisfy and discharge the Issuer's and the Paying Agent's obligations with respec payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No pel other than an owner of a Bond, as shown in the register, shall receive a Bond evidencing the obliga of the Issuer to make payments of principal and interest pursuant to this Indenture. Upon delivery by Depository to the owners of the Bonds, and the Issuer of written notice to the effect that the Deposii has determined to substitute a new nominee in place of the Nominee, and subject to the provisions he with respect to Record Dates, the word Nominee in this Indenture shall refer to such nominee of Depository. and interest on the Bonds only to or upon the order of the respective owner of a Bond, as shown in In order to qualify the Bonds for the Depository's book-entry system, the Issuer is executing delivering to the Depository a Representations Letter. The execution and delivery of the Representati Letter shall not in any other way limit the provisions of this Section or in any other way impose upon Issuer any obligation whatsoever with respect to persons having interests in the Bonds other than D-1 0 0 DRAn'BDH&B 8/. owners of the Bonds, as shown on the register. In addition to the execution and delivery oi Representations Letter, the Issuer shall take such other actions, not inconsistent with this Indenture, a reasonably necessary to qualify the Bonds for the Depository's book-entry program. In the event (i) the Depository determines not to continue to act as securities depository foi Bonds, or (ii) the Depository shall no longer so act and gives notice to the Issuer of such detemina then the Issuer will discontinue the book-entry system with the Depository. If the Issuer determine replace the Depository with another qualified securities depository, the Issuer shall prepare or direct preparation of a new, single, separate, fully registered Bond, per maturity, registered in the name of s successor or substitute qualified securities depository or its nominee. If the Issuer fails to identify an0 qualified securities depository to replace the Depository, then the Bonds shall no longer be restrictec being registered in the register in the name of the Nominee, but shall be registered in whatever naml names owners of the Bonds transferring or exchanging Bonds shall designate, in accordance with provisions of this Indenture, and the Issuer shall prepare and deliver Bonds to the owners thereof for s purpose. In the event of a reduction in aggregate principal amount of Bonds or an advance refunding of I of the Bonds, DTC, in its discretion, (a) may request the Issuer to prepare and issue a new Bond or may make an appropriate notation on the Bond indicating the date and amounts of such reductior. principal, but in such event the Issuer records maintained by the Paying Agent shall be conclusive as what amounts are on the Bond, except in the case of final maturity, in which case the Bond must presented to the Paying Agent prior to payment. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond registered in the name of the Nominee, all payments of principal and interest with respect to such Bo and all notices with respect to such Bonds shall be made and given, respectively, as provided in 1 Representation Letter or as otherwise instructed by the Depository and acceptable to the Issuer. The initial Nominee shall be Cede & Co., as Nominee of DTC. D-2 6. e a DRAFT BDH&B 8/11 Exhibit "E" Registered - Securities Deuositories The Depository Trust Company 71 1 Stewart Avenue Garden City, New York 11530 Facsimile transmission: (516) 227-4039 or 4190 Philadelphia Depository Trust Company Reorganization Division 1900 Market Street Philadelphia, Pennsylvania 19103 Facsimile transmission: (215) 496-5058 National Information Services Financial Information, Inc.'s Financial Daily Called Bond Service 30 Montgomery Street, loth Floor Jersey City, New Jersey 07302 Attention: Editor Kenny Information Service's "Called Bond Service" 65 Broadway, 16th Floor New York, New York 10006 Moody's Investors Service "Municipal and Government" 5250 77 Center Dr, #150 Charlotte, North Carolina 28217 Attention: Called Bonds Dept. Standard & Poor's Corporation "Called Bond Record" 25 Broadway, 3rd Floor New York, New York 10004 E- 1 ? 0 0 W * CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed ant delivered by the City of Carlsbad (the "Issuer") in connection with the issuance o $ City of Carlsbad, Assessment District 96-1 (Rancho Carrillo) Limitel Obligation Improvement Bonds (the "Bonds"). The Bonds are being issued pursuant to Resolution Authorizing Issuance of Bonds, adopted by the City Council of the Issuer o , 1998 and a Bond Indenture dated as of July 1,1998 (the "Indenture") by an between the Issuer and [Paying Agent], as paying agent (the "Paying Agent"). The Issuer hereb covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is bein executed and delivered by the Issuer for the benefit of the holders and beneficial owners of th Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rul 15~2-1 2(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Resolution . Issuance which apply to any capitalized term used in this Disclosure Certificate unle otherwise defined in this Section, the following capitalized terns shall have the followir meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, ar as described in, Sections 3 and 4 of this Disclosure Certificate. "Dissemination Agent" shall mean the Issuer, or any successor Dissemination Age designated in writing by the issuer and which has filed with the Issuer a written acceptance such designation. Certificate. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosu "National Repository" shall mean any Nationally Recognized Municipal Securiti Information Repository for purposes of the Rule. Information on the National Repositories as a particular date is available on the Internet at www.sec.gov/consumer/nnnsir.htm. "Participating Underwriter" shall mean any of the original underwriters of the Bon "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean rule 15c-2-12@)(5) adopted by the Securities and Exchan Commission under the Securities Exchange Act of 1934, as the same may be amended from ti to time. "State Repository" shall mean any public or private repository or entity designated the State of California as a state repository for the purpose of the Rule and recognized as SI: by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, th{ is no State Repository required to comply with the Rule in connection with offering of the Bonds. Section 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than : days after the end of the Issuer's fiscal year, commencing with the report for 1 1 0 0 9 1997/98 Fiscal Year, provide to each Repository an Annual Report which is consiste with the requirements of Section 4 of this Disclosure Certificate. Not later than fiftet (15) Business Days prior to said date, the Issuer shall provide the Annual Report to tl Dissemination Agent (if other than the Issuer). The Annual Report may be submitted a single document or as separate documents comprising a package, and may include 1 reference other information as provided in Section 4 of this Disclosure Certifical provided that the audited financial statements of the Issuer may be submittc separately from the balance of the Annual Report, and later than the date requirc above for the filing of the Annual Report if not available by that date. If the Issue fiscal year changes, it shall give notice of such change in the same manner as for a Listc Event under Section 5(c). (b) If the Issuer is unable to provide to the Repositories an Annual Report by t date required in subsection (a), the Issuer shall send a notice to the Municipal Securitj Rulemaking Board and the appropriate State Repository, if any, in substantially t form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Rep( the name and address of each National Repository and each State Repository, any; and (ii) if the Dissemination Agent is other than the Issuer, file a report WI the Issuer certifying that the Annual Report has been provided pursuant to tl Disclosure Certificate, stating the date it was provided and listing all t Repositories to which it was provided. Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain (a) Audited Financial Statements prepared in accordance with genera accepted accounting principles as promulgated to apply to governmental entities frc time to time by the Governmental Accounting Standards Board. incorporate by reference the following: (b) The following information regarding the Bonds: (i) Principal amount of Bonds outstanding; (ii) Balance in Prepayment Account of Redemption Fund; (iii) Balance in Redemption Fund; (iv) Balance in Reserve Fund and statement of Reserve Requirement; (v) Balance in the Improvement Fund and the Escrow Account a information regarding releases from the Escrow Account, whether to i Redemption Fund or to the Improvement Fund; (vi) Information regarding the annual special assessment installme amount collected, delinquent amount and percent delinquent for the m recent fiscal year; 2 . 0 0 (vii) Status of foreclosure proceedings and summary of results ( foreclosure sales, if available; and (viii) Identity of any delinquent property owner representing more tha 10% of levy and value to lien ratios of applicable properties (usin assessed values unless more accurate information is available). (c) In addition to any of the infomation expressly required to be provided undf paragraphs (a) and (b) of this Section, the Issuer shall provide such further inforrnatioi if any, as may be necessary to make the specifically required statements, in the light I the circumstances under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to othc documents, including official statements of debt issues of the Issuer or related public entitie which have been submitted to each of the Repositories or the Securities and Exchang Commission. If the document included by reference is a final official statement, it must 1 available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify ea( such other document so included by reference. Section 5. ReDorting of Sipificant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause t be given, notice of the occurrence of any of the following events with respect to th Bonds, if material: (i) (iii) Unscheduled draws on debt service reserves reflecting financii difficulties; (iv) Unscheduled draws on credit enhancements reflecting financii difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of tl security; (vii) Modifications to rights of security holders; (viii) Contingent or unscheduled bond calls; (ix) Defeasances; and (x) Release, substitution, or sale of property securing repayment of tl securities. (b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Even the Issuer shall as soon as possible determine if such event would be material undc applicable Federal securities law. (c) If the Issuer determines that knowledge of the occurrence of a Listed Eve1 Principal and interest payment delinquencies; (ii) Nonpayment related defaults; would be material under applicable Federal securities law, the Issuer shall promptly fi: a notice of such occurrence with the Municipal Securities Rulemaking Board and eac State Repository. Notwithstanding the foregoing, notice of Listed Events described j subsections (a)(vZ) and (iv) need not be given under this subsection any earlier than tlr notice (if any) of the underlying event is given to holders of affected Bonds pursuant 1 the Resolution of Issuance. Section 6. Termination of ReDortine Oblipation. The Issuer's obligations under th Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment 1 3 0 0 9 full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, ti Issuer shall give notice of such termination in the same manner as for a Listed Event undc Section 5(c). Section 7. Dissemination Aeent. The Issuer may, from time to time, appoint or engage Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificat and may discharge any such Agent, with or without appointing a successor Dissemlnatic Agent. The initial Dissernination Agent shall be the Issuer. Section 8. Amendment Waiver. Notwithstanding any other provision of this Disclosu Certificate, the Issuer may amend this Disclosure Certificate, and any provision of th Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 ( 5(a), it may only be made in connection with a change in circumstances that arises fro a change in legal requirements, change in law, or change in the identity, nature, or stah of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in tl opinion of nationally recognized bond counsel, have complied with the requirements the Rule at the time of the primary offering of the Bonds, after taking into account ar amendments or interpretations of the Rule, as well as any change in circumstances: and (c) the proposed amendment or waiver either (i) is approved by holders of tl Bonds in the manner provided in the Resolution of Issuance, or (ii) does not, in tl opinion of the Paying Agent or nationally recognized bond counsel, materially impair tl interests of the holders or beneficial owners of the Bonds. If the annual financial information or operating data to be provided in the hu Report is amended pursuant to the provisions hereof, the first annual financial information filc pursuant hereto containing the amended operating data or financial information shall explaj in narrative form, the reasons for the amendment and the impact of the change in the type operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to 1 followed in preparing financial statements, the annual financial information for the year which the change is made shall present a comparison between the financial statements information prepared on the basis of the new accounting principles and those prepared on t basis of the former accounting principles. The comparison shall include a qualitative discussic principles on the presentation of the financial information in order to provide information jnvestors to enable them to evaluate the ability of the Issuer to meet its obligations. To t extent reasonable feasible, the comparison shall be quantitative. A notice of the change in t accounting principles shall be sent to the Repositories in the same manner as for a Listed Eve under Section 5(c). Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deem to prevent the Issuer from disseminating any other information, using the means dissemination set forth in this Disclosure Certificate or any other means of communication, including any other information in any Annual Report or notice of occurrence of a Listed Eve in addition to that which is required by this Disclosure Certificate. If the Issuer chooses include any information in any Annual Report or notice of occurrence of a Listed Event addition to that which is specifically required by this Disclosure Certificate, the Issuer sh of the differences in the accounting principles and the impact of the change in the accountt 4 0 0 I have no obligation under this Disclosure Certificate to update such information or include it i any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Issuer to comply with any provisio of this Disclosure Certificate any holder or beneficial owner of the Bonds may take such actio1 as may be necessary and appropriate, including seeking mandate or specific performance k court order, to cause the Issuer to comply with its obligations under this Disclosure Certificat A default under this Disclosure Certificate shall not be deemed an Event of Default under tl Paying Agent Agreement or any Supplemental Paying Agent Agreement, and the sole remec under this Disclosure Certificate in the event of any failure of the Issuer to comply with th Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Acent. Th Dissemination Agent shall have only duties as are specifically set forth in this Disclosui Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officer directors, employees and agents, harmless against any loss, expense and liabilities which it ma incur arising out of or in the exercise or performance of its powers and duties hereunde including the costs and expenses (including attorneys fees) of defending against any claim ( liability, but excluding liabilities due to the Dissemination Agent's negligence or willfi misconduct. The obligations of the Issuer under this Section shall survive resignation or remov of the Dissemination Agent ind payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit I the Issuer, the Dissemination Agent, the Participating Underwriters and holders and benefici owners from time to time of the Bonds, and shall create no rights in any other person or entity. 5 e 0 Section 13. Future Determination of Oblicated Persons. In the event that the Securit Exchange Commission amends, clarifies or supplements the Rule in such a manner that requi any landowner within the District to be an obligated person as defined in the Rule, nothi contained herein shall be construed to require the Issuer to meet the continuing disclosL requirements of the Rule with respect to such obligated person and nothing in this Disclosi Certificate shall be deemed to obligate the Issuer to disclose information concerning any OWI of land within the District except as required as part of the information required to be disclos by the Issuer pursuant to Section 4 and Section 5 hereof. Date: September A 1998 CITY OF CARLSBAD By: 6 ” 0 0 EXHIBITA NOTICE OF FAILURE TO FILE ANNUAL REPORT ’r Name of Issuer: Name of Bond Issue: $ Limited Obligation Improvement Bonds Date of Issuance: City of Carlsbad City of Carlsbad, Assessment District 96-1 (Rancho Carrillc September A 1998 NOTICE IS HEREBY GIVEN that CONTINENTAL RANCH INC. has not provided e Annual Report with respect to the above-named Bonds as required by a Continuing Disclosu Certificate dated September -I 1998 relating to the Bonds. The undersigned anticipates th the Annual Report will be filed by Dated: CITY OF CARLSBAD By: 7 I 0 0 i Continuing Disclosure Certificate This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is execute and delivered by the CONTINENTAL RANCH INC. ("Continental") in connection with tk issuance of $ City of Carlsbad, Assessment District 96-1 (Rancho Carrillc Limited Obligation Improvement Bonds (the "Bonds"). The Bonds are being issued pursuant 1 a Resolution Authorizing Issuance of Bonds, adopted by the City Council of the City ( Carlsbad [the "City") on I 1998 and a Bond Indenture dated as of October "Paying Agent"). Continental covenants and agrees as follows: SECTION 1. Purpose of the DiscZosure Certificate. This Disclosure Certificate is beir: executed and delivered by Continental for the benefit of the holders and beneficial owners the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Ru SECTION 2. Definitions. In addition to the definitions set forth in the Bond Indenim which apply to any capitalized term used in this Disclosure Certificate unless otherwise definc in this Section, the following capitalized terms shall have the following meanings: "Affiliate" of another Person means (a) a Person directly or indirectly ownin controlling, or holding with power to vote, 10% or more of the outstanding voting securities such other Person, (b) any Person 10% or more of whose outstanding voting securities a directly or indirectly owned, controlled, or held with power to vote, by such other Person, ai (c) any Person directly or indirectly controlling, controlled by, or under common control wit such other Person; for purposes hereof, control means the power to exercise a controllk influence over the management or policies of a Person, unless such power is solely the result an official position with such Person. described in, Sections 3 and 4 of this Disclosure Certificate. 1998 (the "Indenture") by and between the City and [Paying Agent], as paying agent (tl 15~2-12(b)(5). "Annual Reuort" means any hual Report provided by Continental pursuant to, and "Assmution Apreement" means an undertaking of an owner or lessee of the Project, an Affiliate thereof, for the benefit of the holders and beneficial owners of the Bonds containi terms substantially similar to this Disclosure Certificate, whereby such owner, lessee or Affili: agrees to provide annual reports and notices of sigdtcant events with respect to the portion the property in the Assessment District owned or leased by such owner and its Affiliates ar at the option of Continental or such owner or lessee, agrees to indemnify the Disseminati Agent pursuant to a provision substantially in the form of Section 11 hereof. "Dissemination Agent" means the Paying Agent, or any successor Dissemination Agc designated in writing by Continental and which has filed with Continental and the Citj written acceptance of such designation. "District" means City of Carlsbad Assessment District 96-1 (Rancho Carrillo). "Listed Events" means any of the events listed in Section5(a) of this Disclosi "National ReDositorv" means any Nationally Recognized Municipal Securit Information Repository for purposes of the Rule. Information on the National Repositories as a particular date is available on the Internet at www.sec.gov/consumer/nnnsir.htm. Certificate. 0 0 t "Particiuatiw Underwriter" means Stone & Youngberg LLC. "Person" means a natural person, a corporation, a limited liability company, partnership, an association, a joint stock company, a trust, any unincorporated organization a government or political subdivision thereof. "Project" means the residential housing and commercial properties being developed "Repository" means each National Repository and each State Repository. "&&" means Rule 15c2-12@)(5) adopted by the Securities and Exchange Commissil the District by Continental. under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" means any public or private repository or entity designated by t State of California as a state repository for the purpose of the Rule and recognized as such the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there no State Repository. SECTION 3. Provision ofAnnuaI Reports. (a) Continental shall, or, upon written direction, shall cause the Disseminati Agent to, not later than five months after the end of Continental's fiscal year (whi currently would be May 31), commencing with the report for the year ending May : 1999, provide to each Repository and to the Participating Underwriter an Ann1 Report which is consistent with the requirements of Section4 of this Disclosi Certificate. Not later than fifteen (15) Business Days prior to said date, Continen shall provide the Annual Report to the Dissemination Agent (if other than Continenta The Annual Report may be submitted as a single document or as separate documer comprising a package, and may include by reference other information as provided Section 4 of this Disclosure Certificate. If the Dissemination Agent has not received copy of the Annual Report on or before 15 business days prior to May 31 in any ye< the Dissemination Agent shall contact Continental to determine if Continental is compliance with this subsection (a) (b) If Continental is unable to provide to the Repositories and to t Participating Underwriter an Annual Report by the date required in subsection ( Continental shall send a notice to the Municipal Securities Rulemaking Board a] appropriate State Repository, if any, in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any; and (ii) to the extent the Annual Report has been furnished to it, file a report with Continental (if the Dissemination Agent is other than Continental) certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. 2 . 0 0 SECTION 4. Confenf of Annual Reports. Continental's Annual Report shall contain With respect to property within the District owned by Continental t which residential development is to occur: (A) number of lots sold by continentd merchant builders (both cumulative and during the year to which the report relates), ( number of lots still held for sale by Continental and whether such lots are finished IC or raw land; (C) number of finished homes sold by Continental (both cumulative a~ during the year to which the report relates); and @) number of finished homes still he for sale by Continental. Any sigruficant changes in the information relating to Continental or la ! incorporate by reference the following: (a) (b) owned by Continental within the District contained in the Official Statement under tl (c) A description of the status of development on each parcel owned 1 (d) A description of any land sales by Continental within the District, ar information with respect to any changes in any land purchase contracts described in tl Official Statement. (e) A description of any material change in the legal or ownership structu Any previously undisclosed material amendments to the land us entitlements or environmental conditions or other governmental conditions with respec to property within the District owned by Continental that are necessary to complete tl- development plan. headings "THE DISTRICT." Continental within the District. of Continental. (f) (g) Any material changes in the financing plan for development of tk property owned by Continental in the District. (h) The following information with respect to each village within the Distric whether owned by Continental or not: (A) the number of dwelling units in such villag which have been completed during the most recent completed fiscal year, (B) the tot; number of dwelling units completed in such village as of the end of such fiscal year, an (C) the average sales price of dwehg units which have been completed during the mo: recent fiscal year. Any or all of the items listed above may be included by specific reference to 0th~ documents, including official statements of debt issues of Continental or related public entitie, which have been submitted to each of the Repositories or the Securities and Exchang Commission. If the document included by reference is a final official statement, it must bi available from the Municipal Securities Rulemaking Board. Continental shall clearly identif. each such other document so included by reference. SECTION 5. Reporting of Sipijcant Events. (a) Pursuant to the provisions of this Section 5, Continental shall give, or caus to be given, notice of the occurrence of any of the following events with respect to th Bonds, if material: 3 0 0 ! (i) Bankruptcy or insolvency proceedings commenced by or against Continental or any Affiliate thereof with an ownership interest in Project. (ii) Any failure to pay property tax, assessments or special taxes relating to property in the District owned by Continental or any Affiliate. Affiliate thereof seeking damages which could have a significant impact on the Property Owner’s ability to pay Special Taxes or to sell or develop the property within the District owned by the Property Owner. (b) Whenever Continental obtains knowledge of the occurrence of a Listt Event, Continental shall as soon as possible determine if such event would be materj under applicable Federal securities law. (c) If Continental determines that knowledge of the occurrence of a Listed Eve would be material under applicable Federal securities law, Continental shall prompt file a notice of such occwlrence with the Municipal Securities Rulemaking Board and eat State Repository. SECTION 6. Termination of Reporting ObZigation. All of Continental’s obligatio. hereunder shall terminate (except as provided in Section (11) upon the earliest to occur of ( the legal defeasance of the Bonds, (2) prior redemption of the Bonds, (3) payment in full of e the Bonds or (4) when neither Continental nor any Affiliate thereof owns property in tl: witkin the District. Continental’s obligations hereunder may also be assumed, in whole or part, by one or more owners or lessees of the Project who execute Assumption Agreemen1 Upon the occurrence of any such termination or assumption prior to the final maturity of tl Bonds, Continental shall give, or cause to be given, notice of such termination in the san manner as for a Listed Event under Section 5. SECTION 7. Dissemination Agent. Continental may, from time to time, appoint or engal a Dissemination Agent to assist it in carrying out its obligations under this Disclosu Certificate, and may discharge any such Dissemination Agent, with or without appointing successor Dissemination Agent. The initial Dissemination Agent shall be the Paying Agent. Tk Dissemination Agent may resign by providing thirty days written notice to the City an Continental. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of th Disclosure Certificate, Continental may amend this Disclosure Certificate, and any provision t this Disclosure Certificate may be waived, provided that the following conditions are satisfie (provided, that the Dissemination Agent shall not be obligated under any such amendment th (iii) Filing of a lawsuit against Continental or a partner or District responsible in the aggregate for 20% or more of the maximum annual assessmen modifies or increases its duties or obligations hereunder without its written consent thereto): (a) if the amendment or waiver relates to the provisions of sections 3(a), 4 4 5(a), it may only be made in connection with a change in circumstances that arises fro a change in legal requirements, change in law, or change in the identity, nature, or stah of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, j the opinion of nationally recognized bond counsel, have complied with the requiremen of the Rule at the time of the primary offering of the Bonds, after taking into account an amendments or interpretations of the Rule, as well as any change in circumstances; and 4 0 0 (c) the proposed amendment or waiver either (i) is approved by holders of t.I b Bonds in the manner provided in the Bond Indenture for amendments to the Bor Indenture with the consent of holders, or (ii) does not, in the opinion of national recognized bond counsel, materially impair the interests of the holders or benefici owners of the Bonds. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall 1 deemed to prevent Continental from disseminating my other information, using the means dissemination set forth in this Disclosure Certificate or any other means of communication, ( including any other information in any Annual Report or notice of occurrence of a Listed Ever in addition to that which is required by this Disclosure Certificate. If Continental chooses i include any information in any Annual Report or notice of occurrence of a Listed Event j addition to that which is specifically required by this Disclosure Certificate, Continental shz have no obligation under this Agreement to update such information or include it in any futu Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of Continental to comply with ar provision of this Disclosure Certificate any holder or beneficial owner of the Bonds may, tal such actions as may be necessary and appropriate, including seeking mandate or specif performance by court order, to cause Continental to comply with its obligations under th Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Eve1 of Default under the Bond Indenture, and the sole and exclusive remedy under this Disclosui Certificate in the event of any failure of Continental to comply with this Disclosure Certificai shall be an action to compel performance. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Disseminatic Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, an Continental agrees to indemnify and save the Dissemination Agent, its officers, director employees and agents, harmless against any loss, expense and liabilities which it may inci arising out of or in the exercise or performance of its powers and duties hereunder, induding tl costs and expenses (including attorneys fees) of defending against any claim of liability, bi excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. TI Dissemination Agent shall be paid compensation by Continental for its services provide hereunder in accordance with its schedule of fees as amended from time to time and a expenses, legal fees and advances made or incurred by the Dissemination Agent in th performance of its duties hereunder. SECTION 12. Beneficiaees. This Disclosure Certificate shall inure solely to the benefit ( the City, Continental (its successors and assigns), the Dissemination Agent, the Participatin Undenvriters and holders and beneficial owners from time to time of the Bonds, and sha create no rights in any other person or entity. All obligations of Continental hereunder shall 1: assumed by any legal successor to the obligations of continental. Date: , 1998 CONTINENTAL RANCH INC. By: 5 t 0 e 7 EXMBITA NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Carlsbad Name of Bond Issue: $ Limited Obligation Improvement Bonds Date of Issuance: , 1998 City of Carlsbad, Assessment District 96-1 (Rancho Carrill NOTICE IS HEREBY GIVEN that CONTINENTAL RANCH INC. has not provided i Annual Report with respect to the above-named Bonds as required by a Continuing Disclosu that the Annual Report will be filed by Dated: Certificate dated I 1998 relating to the Bonds. The undersigned anticipat CONTINENTAL RANCH INC. By: 6 9 13061-07 0 JH:cKL 0 8/17/ U $ CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 96-1 (Rancho Carrillo) LIMlTED OBLIGATION IMPROVEMENT BONDS BOND PURCHASE AGREEMENT October -1998 City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, California 92008-1989 Ladies and Gentlemen: The undersigned (the "Underwriter") hereby offers to enter into this Bond Purcha Agreement with you, the City of Carlsbad, California (the "City"), for the purchase by tl Underwriter and sale by you of the City's Limited Obligation Improvement Bonds specific below. This offer is made subject to acceptance by the City prior to 5:OO P.M., San Francis time, on the date hereof, and upon such acceptance this Bond Purchase Agreement shall be full force and effect in accordance with its terms and shall be binding upon both the City a1 the Underwriter. 1. Purchase and Sale. Upon the terms and conditions and upon the basis of tl representations set forth herein the Underwriter hereby agrees to purchase from the City and tl City hereby agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of Assessment District No. 96-1 (Rancho Carrillo) Limitt Obligation Improvement Bonds (the "Bonds"), to be dated their date of delivery (the Bonl being more fully described in the Official Statement dated the date hereof relating to the Bonc the "Official Statement"), at an aggregate purchase price of $ (consisting of the p amount of $ , less an underwriter's discount of $ 2. Authorizing Instruments and Law. The Bonds are being issued pursuant to f provisions of the Municipal Improvement Act of 1915 (the "Bond Law"). The Bonds shall be described in, and shall be issued and secured under and pursuant to a Resolution adopted 1 the City Council of the City on September 1, 1998 (the "Resolution of Issuance") and a Boi Indenture, dated as of July 1, 1998 (the "Indenture"), by and between the City and [Payil Agent] (the "Paying Agent"). In connection with a Petition for Special Assessment Proceedin executed by Continental Ranch, Inc., the City adopted on November 19,1996 a Resolution the City Council of the City Making Findings on a Petition and Approving an Agreement, a] on September 1, 1998, the City Council adopted resolutions confirming the assessments (t "Assessments"), ordering the acquisition of improvements, approving the Assessment Enginee report and authorizing issuance of bonds (collectively, the "Resolutions"). . The City will reco a Notice of Assessment (the "Notice of Assessment") in the real property records of San Die County noticing the placement of an assessment on real property in the City's Assessmc District 96-1 (Rancho Carrillo) (the "Assessment District"). 1. ?: 0 0 The Bonds shall mature on September 2 in the years and in the mounts, and shall be, interest, as set forth in Exhibit A attached hereto. The Bonds shall be issued in tf: denominations of $5,000 or integral multiples thereof (except as set forth in the Indenture). TI Underwriter agrees to make a public offering of the Bonds at the initial offering prices as s forth in the Official Statement, which prices may be changed from time to time by tl Underwriter. The proceeds of the Bonds, along with other available funds, will be used (i) to make deposit into the Improvement Fund (including an Escrow Account therein) created pursuant the Indenture, (ii) to make an initial deposit into a reserve fund for the Bonds, (iii) to pi capitalized interest on the Bonds for a certain period and (iv) to pay certain costs of issuanc associated with the Bonds. 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all tl Bonds initially at the public offering prices (or yields) set forth on Appendix A attached here and incorporated herein by reference. Subsequent to the initial public offering, the Underwrit reserves the right to change the public offering prices (or yields) as it deems necessary connection with the marketing of the Bonds, provided that the Underwriter shall not change tl interest rates set forth on Appendix A. The Bonds may be offered and sold to certain dealers prices lower than such initial public offering prices. The Bonds will be initially issued in boo entry form. 4. Delivery of Official Statement; Continuing Disclosure. Pursuant to the authorizatic of the City, the Underwriter has distributed copies of the Preliminary Official Statement date September - ,1998, relating to the Bonds (the "Preliminary Official Statement") to prospectii purchasers of the Bonds. By its acceptance of this proposal, the City hereby ratifies such use 1: the Underwriter of the Preliminary Official Statement; and the City agrees to approve the fin Official Statement relating to the Bonds, which will consist of the Preliminary Official Statemei with such changes as may be made thereto, with the approval of the City and the Underwrite and to provide copies thereof to the Underwriter as set forth herein. The Underwriter here1 agrees to deposit the Official Statement with a nationally recognized municipal securitic information depository. The City hereby authorizes the Underwriter to use and distribute, connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Offici Statement, the Indenture, the City Continuing Disclosure Certificate, the Developer Contin& Disclosure Certificate and this Bond Purchase Agreement and all information contained herei and all other documents, certificates and statements furnished by the City to the Underwriter i connection with the transactions contemplated by this Bond Purchase Agreement. To assist the Underwriter in complying with SEC Rule 15~2-12 (b)(5) ("Rule 15~2-12" (i) the City will undertake pursuant to a Continuing Disclosure Certificate (the '?City Continuir Disclosure Certificate") and (ii) Continental Ranch, Inc., a major owner of real property in tl- Assessment District (the "Developer") will undertake pursuant to a Continuing Disclosui Certificate (the "Developer Continuing Disclosure Certificate"), to provide certain annu( financial information and notices of the occurrence of certain events, if material. A descriptic of these undertakings are set forth in the Preliminary Official Statement and will also be SI forth in the Official Statement. 5. The Closing. At 8:OO a.m., California time, on September , 1998 or at SUC other time or on such earlier or later business day as shall have been mutually agreed upon b the City and the Underwriter, the City will cause to be delivered (i) the Bonds, through th facilities of The Depository Trust Company, to the Underwriter in New York, New York, an (ii) the closing documents hereinafter mentioned at the offices of Brown Diven Hessell & Brewc LLP ("Bond Counsel"), SO~M Beach, California, or another place to be mutually agreed up0 by the City and the Underwriter. The Underwriter will accept such delivery and pay th -2- ? 0 0 purchase price of the Bonds as set forth in Section 1 hereof in immediately available funds. Th payment and delivery, together with the delivery of the aforementioned documents, is herej called the “Closing.” The Bonds will be delivered in such denominations and deposited in tl account or accounts specified by the Underwriter pursuant to written notice to the City nc later than five business days prior to Closing. 6. Representations, Warranties and Covenants. The City represents to and agrees wil (a) the City is and will be at the date of Closing duly authorized and existir under the Constitution and laws of the State of California with the powers ar authority, among others, (i) to issue the Bonds pursuant to the Constitution of the Sta of California and the Bond Law, (ii) to execute and deliver the Indenture, the Ci Continuing Disclosure Certificate and this Bond Purchase Agreement, and (iii) to car. out and consummate the transactions contemplated by the Resolutions, the Indentur the City Continuing Disclosure Certificate and this Bond Purchase Agreement; accordance with the provisions of this Bond Purchase Agreement, the Bonds will ha7 been duly authorized, executed, issued and delivered and will constitute valid a binding limited obligations of the City of the character permitted to be issued by tl Law, in conformity with, and entitled to the benefit and security of the Resolutions a~ the Indenture; the Underwriter that: (b) when delivered to and paid for by the Underwriter at the Closing (c) by official action of the City prior to or concurrently with the acceptan hereof, the City duly adopted the Resolutions, the Indenture and the City ContinuG Disclosure Certificate and authorized and approved the execution and delivery of, a1 the performance by the City of the obligations on its part contained in the Bonds, tl Indenture, the City Continuing Disclosure Certificate and this Bond Purchase Agreemei (d) the execution and delivery of the Bonds, the Indenture, the City Continuh Disclosure Certificate and this Bond Purchase Agreement, and compliance with tl provisions on the City’s part contained therein and in the Resolutions, will not cod with or constitute a breach of or default under any law, administrative regulatia judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or 0th instrument to which the City is party or is otherwise subject, nor will any such executic delivery, adoption or compliance result in the creation or imposition of any lien, char or other security interest or encumbrance of any nature whatsoever upon any of t properties or assets of the City under the terms of any such law, administrati regulation, judgment, decree, loan agreement, indenture, bond, note, resolutia agreement or other instrument, except as provided by the Resolutions, the Indenture the City Continuing Disclosure Certificate; (e) to the best of its knowledge, there is no action, suit, proceeding, inquiry investigation, at law or in equity, before or by any court, governmental agency, pub board or body, pending or threatened against the City affecting the existence of the CI or the titles of its officers to their respective offices or seeking to prohibit, restrain enjoin the sale, issuance or delivery of the Bonds or the collection of revenues pledged to be pledged to pay the principal of, and premium, if any, and interest on the Bonds, the pledge thereof, or in any way contesting or affecting the validity or enforceability the Bonds, the Resolutions, the City Continuing Disclosure Certificate, the Indenture this Bond Purchase Agreement, or contesting the powers of the City or its authority issue, enter into, adopt or perform its obligations under any of the foregoing; -3- 0 0 (f) all approvals, consents, authorizations, certifications and other orders of ax governmental authority, board, agency or commission having jurisdiction, and all filiq with any such entities, which would constitute conditions precedent to or the failure obtain which would materially adversely affect the performance by the City of j obligations hereunder or under the Resolutions, have been duly obtained and no furth consent, approval, authorization or other action by any governmental or regulato authority having jurisdiction over the City that has not been obtained is or will 1 required for the issue and sale of the Bonds or the consmation by the City of the 0th transactions contemplated by this Bond Purchase Agreement, except as such may required under the state securities or Blue Sky laws in connection with the distribution the Bonds by the Underwriter; (g) the City will furnish such information, execute such instruments and take suc other action in cooperation with the Underwriter as the Underwriter may reasonab request in order (1) to quahfy the Bonds for offer and sale under the Blue Sky or 0th securities laws and regulations of such states and other jurisdictions of the Unitt States as the Underwriter may designate and (2) to determine the eligibility of the Bonc for investment under the laws of such states and other jurisdictions, and will use its bc efforts to continue such qualification in effect so long as required for distribution of t! Bonds; provided, however, that in no event shall the City be required to take any actic which would subject it to general or unlimited service of process in any jurisdiction which it is not now so subject; (h) the Preliminary Official Statement was as of its date, and the Offici Statement is, and at all times subsequent to the date of the Official Statement up to a1 including the Closing will be, true and correct in all material respects, and tl Preliminary Official Statement and the Official Statement contain and up to a1 including the Closing will contain no misstatement of any material fact and do not, a up to and including the Closing will not, omit any statement necessary to make tl statements contained therein, in the light of the circumstances in which such statemen were made, not misleading; (i) the City will advise the Underwriter promptly of any proposal to amend I supplement the Official Statement, will not effect or consent to any such amendment I supplement without the consent of the Underwriter, which consent will not 1 unreasonably withheld, and the City will advise the Underwriter promptly of tl institution of any proceedings known to it by any governmental agency prohibiting otherwise affecting the use of the Official Statement in connection with the offering, sa or distribution of the Bonds; (j) if, after the date of this Bond Purchase Agreement and until 25 days after tl end of the "underwriting period" (as defined below), any event occurs as a result which the Official Statement as then amended or supplemented would include an unh statement of a material fact, or omit to state any material fact necessary in order make the statements contained therein, in the light of the circumstances under whic they were made, not misleading, and, in the reasonable opinion of the Underwriter, 2 amended or supplemented Official Statement should be delivered in connection with tl: offers or sales of the Bonds to reflect such event, the City promptly will prepare at i expense an amendment or supplement which will correct such statement or omissic and the City shall promptly furnish to the Underwriter a reasonable number of copies 1 such amendment or supplement; unless the Underwriter otherwise advises the City writing that the end of the underwriting period shall be another specified date, the er of the underwriting period shall be the day of Closing; -4- 0 0 (k) any certificate signed by any official of the City and delivered to tl. 1 Underwriter shall be deemed to be a representation and warranty by the City to tl Underwriter as to the statements made therein; and (1) the Preliminary Official Statement heretofore delivered to the Underwriter deemed final by the City as of its date and as of the date hereof, except for the omissic of such information as is permitted to be omitted in accordance with paragraph (b)(l) Rule 15~2-12; the City hereby covenants and agrees that, within seven business da from the date hereof, the City shall cause a final printed form of the Official Stateme to be delivered to the Underwriter in sufficient quantity to comply with paragraph @)I of Rule 15~2-12 and Rules of the Municipal Securities Rulemaking Board. The execution and delivery of this Bond Purchase Agreement by the City shall constih a representation by the City to the Underwriter that the representations and warranti contained in this Bond Purchase Agreement are true as of the date hereof; provided that 1 member of the governing body of the City shall be individually liable for the breach of a] representation or warranty made by the City in this Bond Purchase Agreement 7. Closing Conditions. The Underwriter hereby enters into this Bond Purcha Agreement in reliance upon the representations and warranties of the City contained herein ax in reliance upon the representations and warranties to be contained in the documents ar instruments to be delivered at the Closing and upon the performance by the City of j obligations hereunder, both on and as of the date hereof and as of the date of the Closin Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to purchase, accept delivery of and to pay for the Bonds shall be conditioned upon the performance by tl City of its obligations to be performed hereunder and under such documents and instruments or prior to the Closing, and shall also be subject to the following additional conditions: (a) Bring Down Representation. The representations and warranties of the Ci contained herein shall be true, complete and correct on the date hereof and as of t Closing, as if made on and at the Closing; (b) Executed Docummts. At the Closing, the Resolutions, the City Continujl Disclosure Certificate, the Indenture and this Bond Purchase Agreement shall be in fi force and effect and shall not have been amended, modified or supplemented except may have been agreed to in writing by the Underwriter; and there shall be in full for and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary connection with the transactions contemplated hereby; (c) Termination Events. The Underwriter shall have the right to cancel thc obligation to purchase the Bonds if between the date hereof and the Closing, I legislation shall have been enacted by the Congress of the United States or the legislatu of the State of California or shall have been reported out of committee of either body be pending in committee of either body, or a decision shaU have been rendered by a cot: of the United States or of the State of California or the Tax Court of the United Statc proposed or made or any other release or announcement shall have been made by tl Treasury Department of the United States or the Internal Revenue Service, with respc to Federal or California taxation upon revenues or other income of the general charact to be derived by the City or upon interest received on obligations of the general characf of the Bonds, which in the reasonable judgment of the Underwriter, materially adverse affects the market for the Bonds, or (ii) there shall have occurred any outbreak hostilities or other national or international calamity or crisis, the effect of su outbreak, calamity or crisis on the financial markets of the United States being such i or a ruling shall have been made or a regulation or temporary regulation shall have bel -5 a 0 in the reasonable judgment of the Underwriter, would make it impracticable for t Underwriter to market or enforce contracts for the sale of the Bonds, or (iii) there sh be in force a general suspension of trading on the New York Stock Exchange or minimL or maximum prices for trading shaU have been fixed and be in force, or maximum rang for prices for securities shall have been required and be in force on the New Yc Exchange, whether by virtue of a determination by that Exchange or by order of t Securities and Exchange Commission or any other governmental authority havi jurisdiction, or (iv) a general banking moratorium shall have been declared by eitl Federal or California authorities having jurisdiction and be in force, or (v) there shall established any new restriction on transactions in securities materially affecting the fi market for securities (including the imposition of any limitation on interest rates) or i extension of credit by, or the charge to the net capital requirements of, Undenvri established by the New York Stock Exchange, the Securities and Exchange Commissii my sthell Federal or State agency or the Congress of the Unites States, or by Execut Order, or (vi) a decision of any Federal or state court or a ruling or regulation (fir temporary or proposed) of the Securities and Exchange Commission or otl governmental agency shall have been made or issued to the effect that (A) the Bonds any securities of the City or of any similar body of the type contemplated herein i subject to the registration requirements of the Securities Act of 1933 or (B) 1 qualification of an indenture or resolution in respect of the Bonds or any such securit is required under the Trust Indenture Act of 1939, as amended; (d) Closing Documents. At or prior to the Closing, the Underwriter shall rece the following documents, in each case satisfactory in form and substance to i Underwriter: (1) Final Opinion. An approving opinion of Bond Counsel dated the d of the Closing and substantially in the form included in the Official Stateme together with a letter from such counsel, dated the date of the Closing a addressed to the Underwriter, to the effect that the foregoing opinion addrest to the City may be relied upon by the Underwriter to the same extent as if SI opinion were addressed to it. (2) City Certi)%ates. A certificate or certificates, dated the date of Closi signed by an authorized official of the City, in form and substance satisfact, to the Underwriter, to the effect that to the best of his or her knowledge, litigation is pending or threatened (a) to restrain or enjoin the issuance or delivl of the Bonds or the collection of unpaid assessments that are the source payment therefor, (b) in any way contesting or affecting the authority for issuance of the Bonds or the validity of the Bonds, the Resolutions, the C Continuing Disclosure Certificate, the Indenture or this Bond Purch, Agreement, or (c) in any way contesting the existence or powers of the City. (3) Resolutions. Two certified copies of each of the Resolutions and t executed copies of any and all other documentation contemplated thereby. (4) SuppZemenfaZ Opinion. A supplemental opinion of Bond Corn addressed to the Underwriter, in form and substance acceptable to Underwriter, and dated the date of the Closing substantially to the follow effect: . (i) The statements contained in the Official Statement on the co page and under the captions "INTRODUCTION," "THE BONDS" (ot than under the subheading "Book-Entry Only System" as to which -6- 0 0 opinion need be expressed), "SECURITY FOR THE BONDS," "LEGP MATTERS" and "APPENDIX F - Summary of Indenture," insofar as su( statements expressly summarize certain provisions of the Bonds, the Ci Continuing Disclosure Certificate, the Indenture, the Resolutions, il~ Bond Counsel's opinion concerning certain federal tax matters relating the Bonds, are accurate in all material respects; and (ii) The Bonds are not subject to the registration requirements the Securities Act of 1933, as amended, and the Indenture is exempt fro qualification pursuant to the Trust Indenture Act of 1939, as amended. (5) City Attorney Opinion. An opinion of the City Attorney, dated t date of the Closing and addressed to the Underwriter, in form and substan acceptable to the Underwriter substantially to the following effect: (i) The City is a general law city duly organized and valid (ii) The City has full legal power and lawful authority to enter ir the Indenture and the City Continuing Disclosure Certificate and to iss the Bonds; existing under the Constitution and the laws of the State of California; (iii) The Indenture and the City Continuing Disclosure Certific: have been duly authorized, executed and delivered by the City ai constitute the valid and binding agreements of the City enforcealr against the City in accordance with their terms, except as enforceme may be limited by bankruptcy, insolvency, reorganization moratorium similar laws or equitable principles relating to or limiting creditors' rig1 generally; (iv) The Resolutions were duly adopted at a meeting of the C Council called and held pursuant to law and with all public not required by law and at which a quorum was present and acti throughout and the Resolutions are in full force and effect and have I been modified, mended or rescinded; (v) The execution and delivery of the Indenture and the C Continuing Disclosure Certificate and compliance with the provisic thereof, under the circumstances contemplated thereby, do not and v not in any material respect conflict with, or constitute on the part of 1 City a breach of or default under, any agreement or other instrument which the City is a party or by which it is bound or any existing le regulation, court order or consent decree to which the City is subject; (vi) No additional authorization, approval, consent, waiver any other action by any person, board or body, public or private, 1 to enter into the Indenture and the City Continuing Disclosure Certifia or to perform its obligations thereunder; (vii) Except as otherwise disclosed in the Official Statement, th is no litigation, proceeding, action, suit, or investigation at law or equity before or by any court, governmental agency or body, pending to the best knowledge of such counsel after due investigation, threate1 previously obtained is required as of the date of the Closing for the C -7- Q m against the City, challenging the creation, organization or existence of City, or the validity of the Bonds, the Resolutions, the Indenture or City Continuing Disclosure Certificate or in any way contesting affecting the validity of the Indenture or the City Continuing Disclosi Certificate or any of the transactions referred to therein or contempla thereby or contesting the authority of the City to enter into or perform obligations under the Indenture or the City Continuing Disclos Certificate; and (viii) That nothing has come to the attention of such counsel wh would lead it to believe that the Official Statement (excluding therefrc the financial and statistical data and forecasts included therein a information about The Depository Trust Company, as to which opinion need be expressed) contains any untrue statement of a mate] fact or omits to state a material fact necessary to make the stateme therein, in the light of the circumstances under which they were made, 1 misleading. (6) continuing Disclosure Certificates. Executed copies of the Develo] Continuing Disclosure Certificate and the City Continuing Disclosure Certifica (7) Paying Agent’s Certificate. A certificate of the Paying Agent, dated date of Closing, addressed to the City and the Underwriter, in form a substance acceptable to the Underwriter, to the following effect: (i) The Paying Agent has all necessary power to enter into 1 (ii) The Indenture has been duly authorized, executed a delivered by the Paying Agent and the Indenture constitutes the leg valid and binding obligation of the Paying Agent enforceable accordance with its terms, except as enforcement thereof may be Mi by bankruptcy, insolvency or other laws affecting the enforcement creditors’ rights generally and by the application of equitable principle: equitable remedies are sought; Indenture; and (iii) No consent, approval, authorization or other action by a governmental or regulatory authority having jurisdiction over the Payi Agent that has not been obtained is or will be required for the executi and delivery of the Indenture or the performance by the Paying Agent its duties and obligations under the Indenture; (iv) The execution and delivery by the Paying Agent of 1 Indenture and compliance with the terms thereof will not conflict with, result in a violation or breach of, or constitute a default under, any IC agreement, indenture, bond, note, resolution or any other agreement instrument to which the Paying Agent is a party or by which it is bou or any law or any rule, regulation, order or decree of any court governmental agency or body having jurisdiction over the Paying Agent any of its activities or properties (except that no representation, warrar or agreement need be made by such counsel with respect to any federal State securities or blue sky laws or regulations); and -8- 0 0 (v) There is no action, suit, proceeding or investigation, at law in equity, before or by any court or governmental agency, public board body pending, or to the best knowledge of the Paying Agent, threaten against the Paying Agent which in the reasonable judgment of the Payj contesting or affecting the validity or enforceability of the Indenture contesting the powers of the Paying Agent or its authority to enter i and perform its obligation thereunder. (8) CertiFcates and Opinions of Developer. The following certificates a Agent would affect the existence of the Paying Agent or in any ~i opinions of the Developer and counsel to the Developer, respectively: (i) Developer 10b-5 Certificate. In connection with printing Preliminary Official Statement, a certificate of the Developer in the fo attached hereto as Exhibit B. (ii) Developer CIosing Certificate. A certificate of the Developer form and substance as set forth in Exhibit C hereto, dated as of 1 Closing Date. (iii) Opinion of Counsel to the Developer. An opinion of counsel the Developer, in the form attached hereto as Exhibit D. (9) Form 8038-G. Evidence that the federal tax information form 803E (10) Nonarbitrage Certificate. A tax and nonarbitrage certificate in fo has been prepared for filing. satisfactory to Bond Counsel. (11) CDlAC Statements. A copy of the Notices of Sale required to delivered to the California Debt and Investment Advisory Commission pursui to Section 53583 of the California Government Code. (12) Disclosure CounseI Opinion. An opinion of Jones Hall, as disclosr counsel to the City ("Disclosure Counsel"), addressed to the Underwriter and 1 City, to the effect that without passing upon or assuming any responsibility the accuracy, completeness or fairness of the statements contained in the Offic Statement and making no representation that they have independently verifi the accuracy, completeness or fairness of any such statements, based upon 1 information made available to them in the course of their participation in 1 preparation of the O##icial Statement, nothing has come to such counsf attention which would lead them to believe that the Official Statement, includ the cover page and all appendices thereto (but excluding therefrom financ statements and statistical data, and information regarding The Depository Tr Company, and its book entry system, as to which no opinion need be expressc contains an untrue statement of a material fact or omits to state a material fi required to be stated therein or necessary to make the statements therein, in t light of the circumstances under which they were made, not misleading. (13) Notice of Assessment. Evidence of recordation of the Notice Assessment in the real property records of San Diego County. (14) Additiond Documents. Such additional legal opinions, certificat proceedings, instruments and other documents as the Underwriter m -9- 0 I) reasonably request to evidence compliance by the City with legal requiremer the truth and accuracy, as of the time of Closing, of the representations of i City herein and the due performance or satisfaction by the City at or prior such time of all agreements then to be performed and all conditions then to satisfied by the City. 8. Termination. If the City shall be unable to satisfy the conditions to the Underwritt obligations contained in this Bond Purchase Agreement or if the Underwriter's obligations sl- be terminated for any reason permitted herein, this Bond Purchase Agreement shall termin and neither the Underwriter nor the City shall have any further obligation hereunder. 9. Expenses. The Underwriter shall be under no obligation to pay, and the City shall 1 or cause to be paid, the expenses incident to the performance of the obligations of the C hereunder including but not limited to (a) the costs of the preparation and printing, or otl reproduction (for distribution on or prior to the date hereof) of the Indenture, the Resolutio the City Continuing Disclosure Certificate, the Developer Continuing Disclosure Certificate a this Bond Purchase Agreement, and the cost of preparing, printing, and issuing the Bonds; the fees and disbursements of the Paying Agent, any accountants or other experts consultants retained by the City including the City's financial advisor, the assessment enginc the appraiser and the absorption analyst; (c) the fees and disbursements of Bond Counsel ii Disclosure Counsel; and (d) the cost of preparation and printing of the Preliminary Offic Statement and any supplements and amendments thereto and the cost of preparation a printing of the Official Statement, including a reasonable number of copies thereof distribution by the Underwriter. The Underwriter shall pay, and the City shall be under no obligation to pay, expenses incurred by it in connection with the public offering and distribution of the Bo1 (including the fees and expenses of its counsel), applicable CDIAC fees and any advertis expenses. 10. Notice. Any notice or other communication to be given to the City under this Bo Purchase Agreement may be given by delivering the same in writing to such entity at 1; Carlsbad Village Drive, Carlsbad, California 92008-1989, Attention, City Manager. Any notice or other communication to be given to the Underwriter under this Bo Purchase Agreement may be given by delivering the same in writing to Stone & Youngberg LI 50 California Street, San Francisco, California 94111. 11. Entire Aereement. This Bond Purchase Agreement, when accepted by the City, sf constitute the entire agreement between the City and the Underwriter and is made solely for benefit of the City and the Underwriter (including the successors or assigns of a Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, excl as provided herein. All of the City's representations, warranties and agreements in this Bc Purchase Agreement shall remain operative and in full force and effect, regardless of i investigation made by or on behalf of the Underwriter, until the earlier of (a) issuance of Bonds hereunder, and (b) any termination of this Bond Purchase Agreement. 12. Countemarts. This Bond Purchase Agreement may be executed by the parties herc in separate counterparts, each of which when so executed and delivered shall be an original, t all such counterparts shall together constitute but one and the same instrument. 13. Severability. In case any one or more of the provisions contained herein shall for a reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality unenforceability shall not affect any other provision hereof. -1CL m m 14. State Law Governs. The validity, interpretation and performance of this Bo1 Purchase Agreement shall be governed by the laws of the State. 15. No Assi-ment. The rights and obligations created by this Bond Purchase Agreemc shall not be subject to assignment by the Underwriter or the City without the prior writtc consent of the other party hereto. STONE & YOUNGBERG LLC BY Accepted as of the date first stated above: CITY OF CARLSBAD By: Finance Director -1 1- e 0 EXHIBITA Maturity Principal [September 2) Amount - Rate Price Yield Exhibit A Page 1 0 0 D(HIBlT B lob-5 CERTIFICATE OF CONTINENTAL RANCH, KNC. The undersigned hereby certifies and represents that he is the duly appointed and acti of Continental Ranch, Inc. ("Continental"), and is duly authorized to execute a (1) This Certificate is delivered in connection with the offering and sale of the City Carlsbad Assessment District No. 96-1 (Rancho Carrillo) Limited Obligati comply with Securities and Exchange Commission Rule 15~2-12 under the Securit Exchange Act of 1934 (the "Rule"). In connection with the offering and sale of the Bonds, there has be prepared a Preliminary Official Statement (the "Preliminary Official Statement"), setti forth information concerning, among other things, the Bonds, Continental and organization, activities, properties, financial condition and the development (t "Development") to be constructed within Assessment District No. 96-1 (the "District") The Preliminary Official Statement, as it relates to Continental and organization, activities, properties, financial condition and the Development in t District contains no untrue statement of a material fact and does not omit any mater fact necessary in order to make the statements therein, in the light of the circumstanc under which they were made, not misleading. IN WITNESS WHEREOF, I have hereunto set my hand as of deliver this Certificate and further hereby certifies and reconfirms as follows: Improvement Bonds (the "Bonds") in order to enable the underwriter of the Bonds (2) (3) ,1991 CONTINENTAL RANCH, INC. By: Exhibit B Page 1 0 0 EXHIBIT C CERTIFICATE OF CONTINENTAL RANCH, INC The undersigned, Continental Ranch, Inc., a (the "Developer"), in connecti with the issuance, sale and delivery by the City of Carlsbad (the "City") of its "City of Carlsb Assessment District No. 96-1 (Rancho Carrillo) Limited Obligation Improvement Bonds" (t "Bonds"), hereby certifies as follows: (1) The Developer has duly authorized, by all necessary action, the execution, delive and due performance of the Developer Continuing Disclosure Certificate. The Developer has r previously failed to comply with any obligations imposed upon it under Rule 15~2-12 of t Securities and Exchange Commission under the Securities Exchange Act of 1934. (2) The Developer Continuing Disclosure Certificate has been duly executed ai delivered by the Developer. (3) The information contained in the Final Official Statement relating to the Develop its organization, activities, properties and financial condition and to the development (t "Development") to be constructed within the City's Assessment District No. 96-1 (the "Distric is true and correct in all material respects and does not contain any untrue or incorrc statement of a material fact and does not omit to state a material fact necessary in order make the statements made therein, in light of the circumstances under which they were mac not misleading. (4) The Developer has full power and authority to own and develop its property wit+ the District, and to carry on its business as presently conducted and as described in the Fir Official Statement. (5) There are not pending or, to the knowledge of the Developer threatened legal administrative proceedings to which the Developer is a party or to which property of t Developer is subject, which are material as to the Developer which are not disclosed in the Fir Official Statement or which if decided adversely to the Developer could specifically, materia and adversely affect the properties, operations or financial condition of the Developer or i ability to carry out its obligations under the Developer Continuing Disclosure Certificate. (6) No event has occurred since the date of the Preliminary Official Statement whil has adversely affected or will materially and adversely affect the business, propertic operations, prospects or financial condition of the Developer. (7) The Developer is solvent and no proceedings are pending or, to the best knowled; of the Developer, threatened in which the Developer may be adjudicated as bankrupt, obligations or granted an extension of time to pay its debts or a reorganization or readjustme of its debts. (9) The Developer has not previously defaulted on the payment of special taxes I become the debtor in a bankruptcy proceeding, or discharged from any or all of its debts assessments in connection with other community facilities districts or assessment districts which the Developer has been or is a property owner. (10) Except as disclosed in the Official Statement, the Developer has not submitted i application for, nor received actual notice of, (i) the formation or authorization of a assessment district or community facilities district which would include any portion of the la Exhibit C Page 1 0 0 within the District, or (ii) the authorization or issuance of any debt secured by an assessment be levied on any portion of the land within the District. IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed the date hereinbelow set forth. September 30,1998 CONTINENTAL RANCH, INC. By: Its: Exhibit C Page 2 * e DMIBIT D i OPINION OF COUNSEL TO CONTINENTAL RANCH, INC. An opinion of counsel to Continental Ranch, Inc. (the "Developer") to the effect that: 1. The Developer (i) is a corporation, duly organized, validly existing and in go( standing under the laws of the State of Delaware. The execution and delivery by the Developer of the Developer ContinuiI Disclosure Certificate and performance by the Developer of its obligations thereunder have be authorized by all necessary corporate actions of the Developer, and the Developer Conijn~ Disclosure Certificate has been duly executed and delivered by the Developer. To our actual knowledge, except as described in the Final Official Statement, actions necessary to be taken by the Developer have been taken, and no additional approvC authorization, consent or is legally required to allow the Developer to conduct the business the Developer as presently being conducted and as described in the Official Statement. To our actual knowledge, after review of the Developer's Certificate, tl Developer is not in violation of any provision of, or in default under, its formation ar governing documents, or any agreement or other instrument, violation of or default under whic w ould materially and adversely affect the business, properties, assets, liabilities or conditio1 (financial or other) of the Developer. governmental actions, proceedings, inquiries or investigations pending or threatened t: govemmental authorities or to which the Developer is a party or of which the property of tl. Developer in the District is subject, except as described in the Official Statement, which, determined adversely to the Developer , would individually or in the aggregate (i) have material adverse effect on the financial position or operations of the Developer, considered as whole, (ii) materially and adversely affect the transactions contemplated by the Offici Statement to be engaged in by the Developer or, (iii) materially and adversely affect the abili of the Developer to complete the proposed development plan (the "Development") as describc in the Official Statement. Based upon our experience as special counsel for the Developer and on 01 review of and participation in the drafting of the Official Statement, we have no reason 1 believe that any information in the Official Statement with respect to the Developer and i organization, activities, properties, financial condition and the Development contains ar untrue statement of a material fact or omits to state any material fact necessary in order 1 make the statements made therein, in light of the circumstances under which they were mad not misleading. 2. 3. 4. 5. To our actual knowledge, except as described below, there are no legal 6. Exhibit D Page 1