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HomeMy WebLinkAbout2007-10-02; City Council; 19191; College Boulevard & Cannon Road East AssessmentCITY OF CARLSBAD - AGENDA BILL AB# MTG. DEPT. 19,191 10/02/07 FIN ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) PUBLIC HEARING, APPROVAL OF THE FINAL REPORT OF THE ASSESSMENT ENGINEER, CONFIRMATION OF THE ASSESSMENTS AND RELATED ACTIONS DEPT. HEAD CITY ATTY. CITY MGR. RECOMMENDED ACTION: Adopt Resolution No. 2007-263 1) approving the final amended and restated report of the assessment engineer; 2) declaring the results of the assessment ballot tabulation; 3) confirming the increase in assessments levied within Benefit Area No. 2; 4) approving the reapportionment and segregation of assessments; and 5) ordering certain changes and modifications in the improvements authorized to be financed through Assessment District No. 2003-01 (College Boulevard and Cannon Road East). ITEM EXPLANATION: On July 15, 2003, the City Council adopted a Resolution stating its intent to form an assessment district to fund certain public improvements necessary to serve the Calavera Hills II (Benefit Area 1) and Robertson Ranch East (Benefit Area 2) developments. Then, on September 16, 2003, the City Council conducted the required public hearing, tabulated the results of the assessment ballots, and adopted a resolution forming the assessment district. The boundaries of the district generally consist of the area of the Calavera Hills II and the Robertson Ranch East developments as shown in the Final Engineer's Report (Exhibit 3, Part V). The improvements to be acquired by the Assessment District bond proceeds as described in September 2003, included: • Improvement No. 1 - College Boulevard from the south end of Calavera Hills II development to Carlsbad Village Drive (Reach C) full width, College Boulevard from Cannon Road to the south end of Calavera Hills II (Reach B) center lanes, Cannon Road from El Camino Real to College Boulevard (Reach 3) center lanes and Detention Basin BJB. • Improvement No. 2 - College Boulevard from Cannon Road to the south end of the Calavera Hills development (Reach B) frontage improvements. • Improvement No. 3 - Cannon Road from El Camino Real to College Boulevard (Reach 3) frontage improvements. DEPARTMENT CONTACT: Colette Wengenroth 760-602-2430 cweng@ci.carlsbad.ca.us FOR CITY CLERKS USE ONL Y. COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED D Dn D CONTINUED TO DATE SPECIFIC CONTINUED TO DATE UNKNOWN RETURNED TO STAFF OTHER - SEE MINUTES D D D D Page 2 In 2004, the City issued the City of Carlsbad Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Benefit Area No. 1 (Calavera Hills II) Limited Obligation Improvement Bonds in the principal amount of $11,730,000 secured by the unpaid assessments levied on the properties within Benefit Area No. 1 of the Assessment District. On November 14, 2006, the City Council adopted Resolution No. 2006-324 approving the Robertson Ranch Master Plan (MP 02-03). As a condition of approval, the developer is required to construct an 84" diameter storm drain along Cannon Road from the intersection of Cannon Road and College Boulevard to just east of El Camino Real. On February 6, 2007, the City Council adopted Resolution No. 2007-024 approving the Second Amendment to the Acquisition/Financing Agreement for Assessment District No. 2003-01 to include the 84" Storm Drain as an improvement to the Assessment District 2003-01. Based on the addition of the 84" Storm Drain, the subdivision of the property within the Assessment District, as well as changes in construction costs, the City retained Dick Jacobs Associates to amend and restate the engineer's report originally prepared in June, 2003. The Final Engineer's Report highlights the amount of the estimated increase in the cost of Improvements No. 2 and No. 3, the increase and modification of the assessments levied on the parcels within Benefit Area No. 2 to reflect the special benefit received by proposed Improvement No. 4, the 84" Storm Drain and the increase in the cost of Improvements No. 2 and 3 allocated to Benefit Area No. 2, as well as the segregation and apportionment of the assessments originally levied within the Assessment District to reflect the subdivision of the property within the Assessment District. The Report also highlights that there will be no change to the current assessments within Benefit Area No. 1. As a result of this engineer's report, it is recommended that the City Council consider changing the improvements ordered to be acquired to include the 84" Storm Drain as Improvement No. 4 and increasing the assessments levied on the properties within Benefit Area No. 2 to reflect the special benefit received from the 84" Storm Drain and the increase in the cost of Improvements No. 2 and 3 allocated to Benefit Area No. 2. In addition, it is recommended to revise the original assessments to reflect the further subdivision of the properties within the Assessment District. There is no change being recommended to the assessments within Benefit Area No. 1 (Calavera Hills II), as the savings generated by the completed improvements are adequate to absorb Benefit Area No. 1's share of the 84" Storm Drain and the increase in the cost of Improvements No. 2 and 3 allocated to Benefit Area No. 1. On April 24, 2007, the City Council adopted Resolution No. 2007-085 setting a public hearing date for June 19, 2007 to give the public an opportunity to share any concerns regarding the proposed changes to the Assessment District as well as the proposed segregation and apportionment of the assessments. On June 19, 2007, the public hearing was continued to October 2, 2007, pending completion of the final map. The final map for Robertson Ranch East was approved by the City Council on September 11, 2007 and recorded on September 18, 2007. An assessment ballot was mailed to the owner of each parcel within Benefit Area No. 2, as it is proposed to raise the original assessment amount. Page 3 Since the formation of Assessment District No. 2003-01, the construction of Improvement No. 1 as described above has been completed. Three improvements are remaining to be constructed: Improvement No. 2 - College Boulevard, Reach B, Frontage Improvements Improvement No. 3 - Cannon Road, Reach 3, Frontage Improvements Improvement No. 4 - 84" Storm Drain Improvements Details of the estimated costs for these improvements are included in the Final Engineer's Report (Exhibit 3, Appendix E). FISCAL IMPACT: The first series of tax-exempt bonds for Assessment District 2003-01 were issued in 2004 totaling $11,760,000. These bonds were to help fund the acquisition or construction of the proposed improvements and related costs totaling approximately $23.9 million. The revised total costs for the proposed improvements are estimated to be $25.4 million. Both amounts include formation costs, debt issuance costs, and the establishment of a 9% debt service reserve fund. At the time when the first series of bonds were issued, it was planned that a second series of bonds would be issued at a later time associated with the development of the Robertson Ranch East project. It is anticipated that the second series of bonds will be presented to the City Council for consideration in early 2008. The City is not responsible for the funding of the construction of any of the improvements included in the assessment district. The improvements still to be completed will be constructed by the developer and acquired by the City after the bonds are sold. Consistent with City Policy 33, the estimated total amount of taxes, assessments and special taxes appearing on the property tax bill will not exceed 1.8 percent of the initial sales price, as of the date of the close of escrow, of any residential dwelling unit to each prospective homeowner. Additionally, Policy 33 requires that the developer provide full and complete disclosure of the assessment district to such prospective purchasers. The bond funds used to acquire the improvements will not include that portion of the costs of such improvements representing (a) the general benefit to be derived from the arterial roadways, consisting of the center 2 lanes, and (b) the special benefit attributed to parcels of land to be owned by public agencies, non-profit organizations, homeowner's associations and property located outside of the assessment district in Robertson Ranch West which is fronting on Cannon Road and proposed as a public park and elementary school. The developer will contribute that portion of such costs representing such general benefit and such special benefit through a corresponding reduction in the purchase price for the improvements to be acquired. In Benefit Area No. 2, the annual average assessment per individual single-family homeowner is estimated to increase from the original estimate of $1,599 to $2,699. There will be no change to the current assessments in Benefit Area No. 1. ENVIRONMENTAL IMPACT: This assessment district has been deemed to be a "project" subject to the requirements of the California Environmental Quality Act (CEQA) since the levy of assessments and the issuance of bonds secured by such assessments are committed to a specific project which may result in a potentially significant physical impact on the environment. 5 Page 4 On January 15, 2002, the City Council adopted Resolution No. 2002-016 which certified the Environmental Impact Report, CEQA findings of fact, statements of overriding considerations, a mitigation monitoring and reporting program, and approving a general plan amendment, master plan amendment, Zone 7 Local Facilities Management Plan Amendment, zone change, master tentative map and hillside development permit within the Calavera Hills Master Plan on property generally located south of the City of Oceanside and west of Lake Calavera in the northeast quadrant of the City (Case No. EIR 98-02/GPA, 99-03/MP, 150(H)/LFMP, 87-07(A)/ZC, 01-01/CT, 00-02/HDP 00-02). In addition, on November 14, 2006, the City Council adopted Resolution No. 2006-324 certifying the Program Environmental Impact Report (EIR 03-03) and adopting the Candidate Findings of Fact, Statement of Overriding considerations, Mitigation Monitoring and Reporting Program for the Robertson Ranch Master Plan. EIR 03-03 as certified by the City Council includes the 84" Storm Drain which is proposed to be added as an improvement to the Assessment District. EXHIBITS: 1. Location Map. 2. Resolution No. 2007-263 1) approving the Final Amended and Restated Engineer's Report: 2) declaring the results of the assessment ballot tabulation; 3) confirming the increase in assessments levied; 4) approving the reapportionment and segregation of assessments; and 5) ordering certain changes and modifications in the improvements authorized to be financed through Assessment District No.. 2003-01 (College Boulevard and Cannon Road East). 3. Final Amended and Restated Engineer's Report dated September 14, 2007. Exhibit 1 LOCATION MAP LEGEND: BOUNDARY OF ASSESSMENT DISTRICT PROPOSED 84" STORM DRAIN NOT TO SCALE PROJECT NAME SECOND AMENDMENT TO THE ACQUISITION / FINANCING AGREEMENT ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) EXHIBIT 1 DRAWN BY: SCOTT [VANS. CARLSBAD ENCIHCERING DEPT. 01/24/07 C:\PLANNING * PROGRAMS\PLANJZ\CANNON 84 INCH S70RU DRAIN.CWG Exhibit 2 1 RESOLUTION NO. 2007-263 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE FINAL 3 AMENDED REPORT OF THE ASSESSMENT ENGINEER, 4 DECLARING THE RESULTS OF THE ASSESSMENT BALLOT TABULATION, CONFIRMING THE INCREASE IN 5 ASSESSMENTS LEVIED WITHIN BENEFIT AREA NO. 2 OF ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE 6 BOULEVARD AND CANNON ROAD EAST), APPROVING THE SEGREGATION AND APPORTIONMENT OF 7 ASSESSMENTS LEVIED WITHIN SUCH ASSESSMENT DISTRICT AND ORDERING CERTAIN CHANGES AND 8 MODIFICATIONS IN THE IMPROVEMENTS AUTHORIZED Q TO BE FINANCED THROUGH SUCH ASSESSMENT DISTRICT 10 11 WHEREAS, the City Council of the City of Carlsbad (the "City"), California, has 12 previously undertaken proceedings to form and did, by the adoption of Resolution No. 13 2003-244 (the "Resolution of Formation"), form an assessment district, designate two ,<- benefit areas therein and levy assessments therein to finance the acquisition of certain 16 public improvements pursuant to the terms and provisions of the "Municipal 17 Improvement Act of 1913" (Streets and Highways Code Section 10000 and following) 18 (the "Improvement Act"), Article XIIID of the Constitution of the State of California 19 ("Article XIIID") and the Proposition 218 Omnibus Implementation Act (Government 20 Code Section 53750 and following) (collectively, the "Assessment Law"), such 21 assessment district known and designated as Assessment District No. 2003-01 (College 22 Boulevard and Cannon Road East) (the "Assessment District"); and, 23 WHEREAS, at the request of Calavera Hills II, LLC (the "Developer"), the owner and developer of the property within the Assessment District, the City Council £j 26 has initiated proceedings (1) to consider modifications to (a) the improvements ordered 27 to be acquired through the Assessment District to include an 84" diameter storm drain 28 Exhibit 2 1 along Cannon Road (the "Cannon Road Storm Drain") in lieu of constructing 2 improvements to the channel along the south side of Cannon Road and (b) the 3 assessments levied within Benefit Area No. 2 of the Assessment District to reflect the 4 special benefit to be received by the properties within Benefit Area No. 2 from the 5 Cannon Road Storm Drain and the cost of the construction of frontage improvements 6 for College Boulevard Reach C and Cannon Road Reach 3 (the "Frontage 7 Improvements") and (2) to order the segregation and apportionment of the assessments o g within the parcels to be created as a result of the pending subdivision of the properties 10 within the Assessment District; and 11 WHEREAS, the City Council previously received and preliminarily approved an 12 Amended and Restated Engineer's Report prepared by Dick Jacobs Associates, 13 assessment engineer to the City for these proceedings (the "Assessment Engineer") 14 and has now received the final Amended and Restated Engineer's Report (the "Final 15 Amended Engineer's Report"), (a) describing the changes proposed to be made, 16 including the inclusion of the Cannon Road Storm Drain among the improvements 17 ordered to be acquired, the amount of the estimated increase in the cost of the 18 improvements by reason of the proposed inclusion of the Cannon Road Storm Drain as 20 part of such improvements and the increase in the cost of construction of the Frontage 21 Improvements, the increase and modification of the assessments levied on the parcels 22 within Benefit Area No. 2 to reflect the special benefit received by such parcels from the 23 Cannon Road Storm Drain and the increase in cost of the Frontage Improvements and (b) setting forth an amended diagram of the Assessment District and the segregation 25 and apportionment of the assessments originally levied within the Assessment District 26 to reflect the pending subdivision of the property within the Assessment District; and 27 28 Exhibit 2 1 WHEREAS, on April 24, 2007, this City Council adopted Resolution No. 2007- 2 085 (a) describing the proposed changes within the Assessment District, (b) ordering that notice of a public hearing originally scheduled to be held on June 19, 2007 be given 4 3 where persons may appear and show cause why such changes should not be ordered 5 and/or all persons interested in the original assessment, or in the lands affected thereby 6 or in the bonds secured thereby, may appear and protest against the segregation and 7 apportionment of the assessments and (c) ordering the initiation of assessment ballot 8 proceedings to enable the owners of the properties within Benefit Area No. 2 to express their support for or opposition to the proposed increase in the assessments levied on 11 such properties; and 12 WHEREAS, notice of the public hearing was given and assessment ballots were 13 mailed to the owners of real property within Benefit Area No. 2 in the form and manner 14 required by the Assessment Law; and WHEREAS, as a result of a delay in the completion, approval and recordation of 16 the final subdivision map subdividing the property within the Assessment District to 17 create the parcels reflected in the Final Amended Engineer's Report and upon which the proposed segregation and apportionment of the assessments was based, the public 20 hearing was continued on June 19, 2007 to a date certain, to wit, October 2, 2007; and 21 WHEREAS, on October 2, 2007, a full hearing was given and all assessment 22 ballots timely submitted pursuant to the Assessment Law were tabulated by the City 23 Clerk of the City as the tabulation official appointed by the City Council, all in the manner provided by the Assessment Law; and 25 WHEREAS, the City Clerk has prepared and submitted to this legislative body a 26 Certificate of Tabulation Official and Statement of Assessment Ballots Submitted (the 27 28 Exhibit 2 1 "Certificate of the Tabulation Official"), a copy of which is attached as Exhibit A hereto 2 and incorporated herein by this reference, which reflects the results of the tabulation of 3 the assessment ballots submitted by the owners of property located within Benefit Area 4 No. 2. 5 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 6 Carlsbad, California, as follows: 7 1. Recitals. The above recitals are all true and correct. 8 9 2. Findings Regarding the Tabulation of Assessment Ballots. Based upon the 10 Certificate of Tabulation Official, this City Council determines that the assessment 11 ballots received in favor of the proposed increase in the assessments levied within 12 Benefit Area No. 2 and weighted as required by the Assessment Law exceed the 13 assessment ballots received in opposition to the increase in such assessments and 14 similarly weighted and, therefore, a majority protest to the increase in the assessments 15 levied within Benefit Area No. 2 does not exist. 16 3. Findings Regarding Special Benefits Received from the Cannon Road Storm 17 Drain and the Frontage Improvements. Based upon the Final Amended Engineer's18 Report and the testimony and other evidence received at the public hearing, it is hereby 20 further determined that: 21 A. All properties within the boundaries of Benefit Area No. 2 of the 22 Assessment District receive a special benefit from the Cannon Road Storm Drain and 23 the Frontage Improvements; B. The proportionate special benefit derived by each parcel within 25 Benefit Area No. 2 for which the assessment is proposed to be increased has been 26 27 28 Exhibit 2 1 determined in relationship to the entirely of the cost of construction of the Cannon Road 2 Storm Drain and the Frontage Improvements; 3 C. No assessment is proposed to be increased on any parcel within 4 Benefit Area No. 2 which would cause such assessment to exceed the reasonable cost 5 of the proportional special benefit to be conferred on such parcel from the Cannon Road 6 Storm Drain and the Frontage Improvements; and 7 D. Only special benefits received from the Cannon Road Storm Drain „ and the Frontage Improvements have been assessed against the properties within 10 Benefit Area No. 2; and 11 E. There are parcels within Benefit Area No. 2 which are owned or to 12 be owned by the City which is an agency as such term is defined in Article XIIID or a 13 non-profit organization providing affordable housing and which specially benefit from the 14 Improvements. A contribution equal to the special benefit to be received by such parcels 15 shall be made by Calavera Hills II LLC in the form of a reduced purchase price for the 16 acquisition of the Cannon Road Storm Drain and the Frontage Improvements. 17 4. Final Amended Engineer's Report. The Final Amended Engineer's Report, as18 now submitted, is hereby approved and such Report shall stand as the report as 20 required by the Assessment Law for all future proceedings for this Assessment District. 21 5. Public Interest and Convenience. The public interest and convenience 22 require the acquisition or construction of the Cannon Road Storm Drain and, therefore, 23 it is hereby ordered that the Cannon Road Storm Drain be included among the improvements to be acquired through the Assessment District, as set forth in Resolution 25 No. 2007-085 previously adopted and as set forth in the Final Amended Engineer's 26 Report. 27 28 Exhibit 2 1 6. Confirmation of Increase in Assessments Levied within Benefit Area No. 2. 2 The increase in the assessments levied on the properties within Benefit Area No. 2, as 3 now filed in the Final Amended Engineer's Report, are hereby approved and confirmed. 4 7. Approval of Segregation and Apportionment of Assessments. The 5 segregation and apportionment of the assessments levied within the Assessment 6 District as set forth in the Final Amended Engineer's Report is hereby approved. 7 8. Recordation of Modified Assessment and Modified Assessment Diagram. 8 „ The City Clerk shall forthwith deliver to the Superintendent of Streets the Final IQ Amended Engineer's Report containing the modified assessment, together with the 11 modified diagram attached thereto and made a part thereof, as confirmed, with her 12 certificate of such confirmation attached and the date thereof; and that such 13 Superintendent of Streets shall then immediately record such diagram and assessment 14 in his Office in a suitable book to be kept for that purpose and attach thereto his 15 certificate of the date of such recording. 16 9. County Recorder Recordation. Upon recordation of the modified assessment 17 roll and modified diagram in the office of the Superintendent of Streets, a certified copy 18 of the modified assessment diagram shall be immediately filed in the Office of the 2Q County Recorder. 21 10. Modification of Resolution No. 2003-244. Except as expressly provided for 22 in this resolution, the provisions of Resolution No. 2003-244 shall remain in full force 23 and effect. 24 // 25 // 26 // 27 28 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 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 2nd day of October, 2007, by the following vote to wit: AYES: Council Members Lewis, Hall, Packard and Nygaard. NOES: None. ABSENT: Council Member Kulchin. i /vriyytxy n/ " I** !-Lr CLAUDE A LEWIS, itfayor ATTEST: ,1_ORRAlME M. W0( (SEAL) , City 1 2 3 4 5 6 7 8 affected properties for which the assessment ballots were submitted. 11 CERTIFICATE OF TABULATION OFFICIAL AND STATEMENT OF ASSESSMENT BALLOTS SUBMITTED STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CARLSBAD ) The undersigned, a duly authorized tabulation official appointed by the City Council of the City of Carlsbad, DOES HEREBY CERTIFY that pursuant to the provisions of Article XIIID of the Constitution of the State of California and the Proposition 218 Omnibus Implementation Act (Government Code Section 53750 and following), I did tabulate the assessment ballots timely submitted in the assessment ballot proceedings pertaining to Assessment District No. 2003-01 (the "Assessment District"). I FURTHER CERTIFY that this Statement of Assessment Ballots Received shows the assessment ballots submitted in favor of the increase in the assessments within Benefit Area No. 2 of the Assessment District and the assessment ballots submitted in opposition to the increase in such assessments, each total weighted according to the financial obligation of the 12 13 14 Assessment ballots received in favor of the proposed increase in assessments: Assessment ballots received in opposition to the proposed increase in assessments: 1 0 This certification is executed this 2nd day of October. 2007 in Carlsbad, California. 15 16 17 (^toy Clerk of the City'ofCarlsbad, As the Tabulation Official 18 19 20 21 22 23 24 25 Exhibit 3 FINAL AMENDED AND RESTATED ENGINEER'S REPORT FOR ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) CITY OF CARLSBAD SAN DIEGO COUNTY CALIFORNIA Amended and Restated as of September 14, 2007 Prepared By: MuniFinancial / Dick Jacobs Associates 128 North Helix Ave. So/ana Beach, CA 92075 Assessment District No. 2003-01 (College Boulevard and Cannon Road East) SECTION PAGE INTRODUCTION AND CERTIFICATIONS i PART I Plans and Specifications 1 PART II Cost Estimates 4 PART HI Assessment Roll and Method of Assessment Spread 7 PART IV Annual Administrative Assessment 39 PART V Diagram of Assessment District 40 PART VI Description of Improvements and Right-of-Way Certificate 41 Appendix A - Resolution of Intention Appendix B - Acquisition/Financing Agreement between City and Calavera Hills II LLC Appendix C - Environmental Certification Appendix D - Property Owners List Appendix E - Detailed Cost Information Appendix F - Detailed Spread Information City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page i AGENCY: CITY OF CARLSBAD PROJECT: ASSESSMENT DISTRICT NO. 2003-01 (College Boulevard and Cannon Road East) TO: CITY COUNCIL AMENDED AND RESTATED ENGINEER'S "REPORT- PURSUANT TO THE PROVISIONS OF SECTIONS 10204 AND 10351 OF THE STREETS AND HIGHWAYS CODE Pursuant to the provisions of the Municipal Improvement Act of 1913, being Division 12 of the Streets and Highways Code of the State of California (the "Improvement Act"), Article XIIID of ttie Constitution of the State of California ("Article XIIID"), and Proposition 218 Omnibus Implementation Act (Section 53750 and following of the Government Code) (the "implementation Act") (the Improvement Act, Article XIIID, and the Implementation Act are collectively referred to as the "Assessment Law"), and in accordance with City of Carlsbad Policy 33, the Resolution of Intention to consider the formation of the Assessment District, being Resolution No. 2003-197, and ttie Resolution of Intention to consider modifications to the Assessment District, being Resolution No. 2007-085, each such resolution adopted by the City Council of the City of Carlsbad, State of California, in connection with the proceedings for; Assessment District No. 2003-01 (College Boulevard and Cannon Road East), (hereinafter referred to as the "Assessment District"), I, RICHARD K. JACOBS, P.E., Registered Professional Engineer, the duly appointed Assessment Engineer, submit herewith the Amended and Restated "Report" for the Assessment District, consisting of six (6) parts as stated below. All changes to the previously approved Final Engineers "Report" dated July 31, City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page ii 2003 and all references to "Changes", as defined in Section 10350-10358 of the Streets and Highways Code, appear in italics throughout this Amended and Restated "Report". Parti This part contains the plans and specifications, which describe the general nature, location and extent of the improvements to be constructed or acquired. The plans and specifications are referenced herein and made a part hereof. Said plans and specifications are on file in the Office of the Superintendent of Streets /City Engineer. Part II This part contains an estimate of the costs of the improvements, including capitalized interest, incidental costs and expenses in connection therewith as set forth in Exhibit 1 attached hereto. Part III This part consists of a assessment of the total amount of the costs and expenses of the improvements upon the several subdivisions of land within the Assessment District, in proportion to the estimated special benefits to be received by such subdivisions from said improvements, as set forth upon the assessment roll filed herewith and made a part hereof. Part IV This part contains the proposed maximum annual administrative assessment to be levied upon each subdivision or parcel of land within the Assessment District to pay the costs incurred by the City of Carlsbad, and not otherwise reimbursed, resulting from the administration and collection of assessments or from the administration and registration of any associated bonds and reserve or other City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page iii related funds. PartV This part contains a map showing the boundaries of the Assessment District, and a diagram showing the Assessment District, the boundaries and the dimensions of the subdivisions of land within said Assessment District, as the same existed at the time of the passage of the Resolution of Intention, is filed herewith and made a part hereof, and a part of the Assessment District Report. Part VI This part consists of a detailed description of the improvements to be funded by the Assessment District and a right-of-way certificate certifying the status of the right-of-way accepted or to be accepted by the City of Carlsbad. This Amended and Restated Report does not purport to contain all the terms associated with the acquisition, construction and financing of the improvements in the Assessment District. Some of the terms associated with the acquisition, construction and financing of the improvements in the Assessment District are set forth in the Acquisition/Financing Agreement dated December 11, 2002, between the City of Carlsbad and Calavera Hills II LLC, A California limited liability company, as amended by the First Amendment to Acquisition/Financing Agreement, made and entered into by such parties on September 16, 2003 and by the Second Amendment to Acquisition/Financing Agreement, made and entered into by such parties on February 7, 2007, as it may be further amended from time to time (as amended, the "Acquisition / Financing Agreement") (see Appendix B). To the extent that there are inconsistencies between the terms in the Acquisition / Financing Agreement and the terms in this Amended and Restated Report, the terms in this Amended and Restated Report shall prevail. 17 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page iv This Amended and Restated Report is submitted on the 200 day of RICHARD K. JAC(. R.C.E. No. 18,191 (Expires 6/30/2009) ASSESSMENT ENGINEER CITY OF CARLSBAD COUNTY OF SAN DIEGO STATE OF CALIFORNIA Preliminary approval of this Amended and Restated Report by the CITY COUNCIL of the CITY OF CARLSBAD, SAN DIEGO COUNTY, CALIFORNIA, on fae^Z^ day of LORRAI ^ (CITY CLERIC/ CITY OF CARLSBAD STATE OF CALIFORNIA= or->-.(^'•;'# Final approval of this Amended and Restated Report by the CITY COUNCIL of the CITY OF CARLSBAD, SAN DIEGO COUNTY, CALIFORNIA, on the day of OfJoL&r' 200.1. City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page v LO CITY OF CARLSBAD STATE OF City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 1 Parti Plans and Specifications The plans and specifications for the improvements constructed or to be constructed and/or acquired which generally include grading, roadway, utility relocation, landscape and irrigation, storm drainage facilities, domestic potable water system, recycled water system, sewer system, dry utilities and other ancillary improvements for the area described as Assessment District 2003-01 (College Boulevard and Cannon Road East) are referenced herein and incorporated as if attached and a part of this Amended and Restated Report. Said plans include College Boulevard from a point located 336-feet north of Carlsbad Village Drive southerly to the intersection with Cannon Road and Cannon Road from El Camino Real easterly to the intersection with College Boulevard as shown on Drawing No. 390-9 consisting of 93 sheets and signed by the City of Carlsbad on November 26, 2002 and Drawing No. 300-9A consisting of 80 sheets and signed by the City of Carlsbad on October 22, 2002. Said plans also include Storm Water Basin BJB located east of College Boulevard and north of the future extension of Cannon Road and Storm Drain Line BJA located in College Boulevard. Construction of the improvements included on Drawing Nos. 390-9 and 300-9A have been completed, an audited Purchase Price has been established and such improvements have been acquired by the City. Changes to improvements authorized to be financed through the Assessment District include the addition of approximately 3,400 feet of 84" Reinforced Concrete (RCP) storm drain pipe extending westerly along the north frontage of Cannon Road from the Reinforced Concrete Box (RGB) structure at the outlet to Storm Water Basin BJB to a point approximately 200 feet east of the intersection with El Camino Real as shown on Drawing No. 433-6 consisting of 98 sheets and signed by the City of Carlsbad on April 5, 2007. Drawing No. 433-6 also includes the frontage improvements to College Boulevard, Reach B and Cannon Road, Reach 3. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 2 The plans and specifications for the improvements are on file in the office of the Superintendent of Streets/City Engineer. Prior to acquiring the improvements, as- built drawings will be reviewed for consistency with the plans upon which this Amended and Restated Report was based. An Amended and Restated description of the improvements to be constructed and/or acquired by the Assessment District is included in Part VI - Amended and Restated Description of Improvements of this Amended and Restated Report. All improvements acquired or to be acquired have been or shall be constructed in accordance with the standards of the City of Carlsbad, Carlsbad Municipal Water District and other agencies as appropriate. The payment of the purchase price for the acquisition of any improvement has been or will be governed by the terms and conditions of the Acquisition/Financing Agreement. The improvements include: 1. Roadway Improvements. The construction and/or acquisition of roadways generally consisting of the grading and paving of streets, installation of driveways, curbs, gutters, sidewalks, trails, medians, parkways, street lights and conduits, signing and striping, storm drain, planting, mitigation easement acquisition, environmental mitigation, landscape and irrigation of medians, parkways, and adjacent slopes, traffic control and utility relocation including relocation of utilities impacted by the grading and other appurtenant improvements. 2. Domestic Water Improvements. The construction and/or acquisition of a backbone domestic water distribution system within the public right-of-way including other appurtenances necessary to serve the Assessment District area. 3. Sewer Improvements. The construction and/or acquisition of sewer mains, manholes, and appurtenances within the public right-of-way to serve the Assessment District area. 4. Recycled Water Improvements. For College Boulevard, Reach C only, the construction and/or acquisition of a recycled water distribution system, and appurtenances for an irrigation system within the public right-of-way to provide irrigation water to (i) medians, parkways, adjacent roadway slopes (in and adjacent to the public streets and public easements) and trailhead easements (ii) landscaped areas of the wetland mitigation (iii) landscaped Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 3 slopes and recreation lots within the home owners association open space areas and (iv) landscaped areas of Storm Water Basin BJB. There are no recycled water distribution improvements included on Drawing No. 433-6 for College Boulevard, Reach B Frontage improvements or Cannon Road, Reach 3 Frontage improvements. 5. Dry Utility Improvements. The construction and/or acquisition of dry utilities which are non-refundabte or non-reimbursable by the utility agency and which are located within the right-of-way in an amount which does not exceed five percent (5%) of the amount of the bond issue. Such 5% limit includes a proportionate share of the Costs of Formation and Issuance, Capitalized Interest, Bond Discount and Bond Reserve, all as identified in Exhibit 1 below. 6. Storm Wafer Basin BJB and Storm Drain Line BJA Improvements. The construction and/or acquisition of a storm water detention basin including storm drain lines and other appurtenances necessary to serve the Assessment District area. 7. 84" Storm Drain Pipeline Improvements. The construction and/or acquisition of an 84" Reinforced Concrete Drainage Pipeline and appurtenances necessary to serve the Assessment District area. The above improvements are more specifically described in Part VI of this Amended and Restated Report. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 4 Part II Amended and Restated Cost Estimates The following Exhibit 1 provides a summary of costs for constructing and/or acquiring the improvements as identified in the description of improvements found in Part VI. The costs include construction costs, mitigation costs, design costs, administration costs, incidentals expenses, financing costs, developer contributions and the total amount to be assessed. The cost estimate divides College Boulevard into two reaches, Reach B and Reach C. Reach B is located from Cannon Road northerly to the southern boundary of the Calavera Hills II development Reach C is located from the southern boundary of the Calavera Mills II development northerly to Carlsbad Village Drive. The cost estimate further divides College Boulevard and Cannon Road into two components. The first component is labeled the "Core Improvements" which include full width grading of the roadway, paved road surface for two lanes (18-foot paved section on each side of the median for a total of 36 feet of paved section), transition pavement section at major intersections, median curbs, outside asphalt berms, temporary drainage in the parkway including asphalt drainage swales and other drainage improvements which are necessary to serve the center lanes and/or protect the roadway grading. In addition, the improvements include the cost for full mitigation of the environmental impacts of the construction of the improvements noted above. The soft costs included are design, contract administration, construction inspection, construction engineering, mitigation monitoring and land acquisition. The second component is labeled "Frontage Improvements" which includes all other improvements necessary to complete College Boulevard and Cannon Road to four lane major arterial roadway standards. These remaining frontage improvements would include paving beyond the 36-foot paved section, outside curb and gutters, sidewalks, street lights, any frontage landscaping and irrigation, median landscaping and irrigation, median hardscape, sewer, water, recycled water, franchise dry utilities, traffic signals and any other frontage improvements, which would normally be required of the adjacent development projects. The "Basin BJB and Storm Drain BJA Improvements" include all of the facilities necessary for a storm water detention basin and the storm drain line draining into the basin. However the cost estimate excludes those certain drainage facilities which are included in the City's Drainage Fee Program. These excluded costs have been detailed in Table 3 of Appendix F of this Amended and Restated Report. Prepared by MuniFinancial /Dick Jacobs Associates September 14, 2007 03 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 5 Changes to the cost estimate consist of an increase in the estimated costs for the frontage improvements to College Boulevard, Reach B and Cannon Road, Reach 3 from the amounts included in the approved Final Engineer's Report dated July 31, 2003. Drawing No. 433-6 also includes the frontage improvements to College Boulevard, Reach B and Cannon Road, Reach 3. The 84" Storm Drain Pipeline Improvement includes the modifications to the box culvert outlet structure from Basin BJB as well as inlets and other appurtenances along the approximate 3,400 foot pipeline. The cost estimate excludes those certain drainage facilities which are included in the City's Drainage Fee Program. These excluded costs have been detailed in Table 3 E of Appendix F of this Amended and Restated Report. For purposes of assigning special benefit, the improvements have been divided into eight (8) component improvements as shown in Exhibit 1. Of these eight (8) improvements, five (5) have been completed and an audited Purchase Price has been established which is reflected in Exhibit 1. The improvements which have been completed as of the date of this Amended and Restated Report and an audited Purchase Price shown in the cost estimate are as follows: 1. College Blvd, Reach C, Core Improvements 2. College Blvd, Reach C, Frontage Improvements 3. College Blvd, Reach B, Core Improvements 4. Cannon Road, Reach 3, Core Improvements 5. Basin BJB and Storm Drain Line BJA Improvements The Audit Reports for the five (5) completed improvements are on file in the office of the Superintendent of Streets. The three (3) improvements yet to be constructed as of the date of mis Amended and Restated Report and for which an estimated cost is shown in Exhibit 1 are as follows: 1. College Blvd, Reach B, Frontage Improvements 2. Cannon Road, Reach 3, Frontage Improvements Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 6 3. 84" Storm Drain Pipeline Improvement Details of the costs provided by Calavera Hills II LLC (the "Developer") for the three (3) improvements yet to be constructed are shown in Appendix E, Detailed Cost Information. See Exhibit 1, Page 6a, on the following page, for a summary of the cost estimate. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 b. c. d. e. EXHIBIT 1 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) AMENDED AND RESTATED COST ESTIMATE AND TOTAL BOND SEE 1. Construction Cost of Improvements (See Table 5) a. College Blvd. Reach C, Core Improvements (1) College Blvd, Reach C, Frontage Improvements (1) College Blvd, Reach B, Core Improvements (1) College Blvd, Reach B, Frontage Improvements Cannon Road, Reach 3, Core Improvements (1) f. Cannon Road, Reach 3, Frontage Improvements g. Basin BJB and Storm Drain Line BJA improvements (1) h. 84 Inch Storm Drain Pipeline - Calavera Hills i. 84 Inch Storm Drain Pipeline - Robertson Ranch Subtotal of Construction Adjustment for Dry Utilities in excess of 5% of Bond Amount Subtotal of Adjusted Construction 2. Land & Right-of-Way (included in item 1) 3. Less General Benefit Contributions (subtracted within item 1) 4. Less Special Benefit Contributions (2) Subtotal - Construction Cost Assessed 5. Cost of Formation and Issuance 6. Less Interest Earned 9. PA 14 School Contingency (3) 8. Capitalized Interest Bond Reserve9 GRAND TOTAL Confirmed Assessment July 3,2003 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,253,289 4,523,233 3,154,460 1,379,057 5,336,934 3,123,955 1,361,536 - - 21,132,464 (707,694) 20,424,770 - - (2,026,631) 18,398,140 1,646,561 - - 1,670,392 2,147,646 23,862,738 Preliminary Amended Assessment $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,061,308 4,472,480 2,653,428 2,181,883 5,199,774 6,054,650 425,236 902,723 568,268 24,519,751 (696,350) 23,823,402 - - (3,320,804) 20,502,598 1,548,783 - 150,654 1,099,121 2,061,644 25,362,799 Final Amended Assessment $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,061,308 4,472,480 2,653,428 2,100,178 5,199,774 5,880,043 425,236 902,723 568,268 24,263,439 (738.225) 23,525,214 - - (3,294,976) 20,230,238 1,546,085 - 145,566 1,088,330 2,047,770 25,057,988 Notes: (1) Completed Improvements (2) Includes contribution for public, non-prom, HOA parcels, Affordable Housing parcels, and parcels tocated outside of the Assessment District (3) Contingency in place until decision made on alternative use parcel. Planning Area 14, (School or 16 Single Family homes). Prepared by MuniFinancial / Dick Jacobs Associates Page6a September 14,2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 7 Part 111 Amended and Restated Assessment Roll and Method of Assessment Spread On July 15, 2003 the City Council of the CHy Of Carlsbad, State of California, did, pursuant to the provisions of the Municipal Improvement Act of 1913, (Division 12 of the Streets and Highways Code of the State of California), Article XIIID of the Constitution of the State of California, and the Proposition 218 Omnibus Implementation Act (Section 53750 and following of the Government Code) (collectively, the "Assessment Law"), and in accordance with City of Carlsbad Policy 33, adopt its Resolution of Intention No. 2003-197 (the "Resolution of Intention"), for acquisition or construction of certain public improvements, together with appurtenances and appurtenant work in connection therewith, in a special assessment district known and designated as: ASSESSMENT DISTRICT NO. 2003-01 (College Boulevard and Cannon Road East) (hereinafter referred to as the "Assessment District"); and WHEREAS, said Resolution of Intention, as required by the Assessment Law, did direct the Assessment Engineer to make and file a "Report", consisting of the following as required by Section 10204 of the Act: a. Plans and specifications for the improvements proposed to be acquired or constructed in sufficient detail to show or describe the general nature, location and extent of the improvements; b. A general description of the improvements proposed to be acquired and any property necessary or convenient for the operation of such improvements; c. An estimate of the cost of the improvements and the costs of lands, right- of-way, easements, and incidental expense in connection with the improvements; d. Assessment Diagram showing the Assessment District exterior boundaries, the boundaries of any benefit areas within the district and the lines and dimensions of each parcel within the district and the benefit areas therein existing at the time of the adoption of the resolution of Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 O ^ City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 8 Intention; e. A proposed assessment of the costs and expenses of the improvements levied upon the parcels within the boundaries of the Assessment District in proportion to the estimated special benefits to be received by each subdivision of property from the improvements; f. The proposed maximum annual assessment to be levied upon each subdivision or parcel of land within the Assessment District specially benefiting from the improvements and for which the assessment is unpaid to pay the costs incurred by the City and not otherwise reimbursed resulting from the administration and collection of assessments or from the administration and registration of any associated bonds and reserve or other related funds. For particulars, reference is made to the Resolution of Intention as previously adopted a copy of which is included in the Appendix "A" of this Amended and Restated Report. WHEREAS, On April 17, 2007 the City Council of the City Of Carlsbad, State of California, did, pursuant to the provisions of the Assessment Law, and in accordance with CHy of Carlsbad Policy 33, adopt its Resolution No. 2007-085 (the "Resolution of Intention to Consider Modifications") to consider modifications in the Assessment District and ordering the preparation of this Amended and Restated Report. NOW, THEREFORE, I, RICHARD K. JACOBS, pursuant to the Assessment Law, do hereby submit the following: 1. Pursuant to the provisions of Assessment Law, the Resolution of Intention and the Resolution of Intention to Consider Modifications, i have assessed the costs and expenses of the acquisition or construction of the improvements 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 from the improvements. For particulars as to the identification of said parcels, reference is made to the Amended and Restated Assessment Diagram, a copy of which is attached hereto. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 9 2. As required by Assessment Law, an Amended and Restated Diagram is attached, showing the Assessment District and the benefit areas therein, as well as the boundaries and dimensions of the respective parcels and subdivisions of land within said District and the benefit areas therein as the same existed at the time of the passage of said Resolution of Intention to consider modifications, each of which subdivisions of land or parcels or lots respectively have been given a separate number upon said Amended and Restated Diagram and in said Amended and Restated Assessment Roll. 3. The subdivisions and parcels of land, the numbers therein as shown on the respective Amended and Restated Assessment Diagram as attached hereto, correspond with the numbers as appearing on the Amended and Restated Assessment Roll as contained herein. 4. NOTICE IS HEREBY GIVEN that bonds secured by the unpaid assessments on the parcels within Benefit Area No. 1 have been issued and bonds to be secured by the unpaid assessments on the parcels within Benefit Area No. 2 will be issued in accordance with Division 10 of the Streets and Highways Code of the State of California (the "Improvement Bond Act of 1915"), to represent all unpaid assessments in Benefit Area No. 2, which bonds shall be issued not to exceed the legal maximum term as authorized by law, i.e., 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 the Assessment Law and by further direction and order of the legislative body, i hereby recommend the following amended and restated Assessment to cover the costs and expenses of the acquisition or construction of the improvements for the Assessment District based on the costs and expenses as set forth on the following page: Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 10 As Approved and Confirmed July 31, 2003 Construction less General and Incidental Costs Benefit (1) Formation and Issuance Costs Less Special Less Interest Benefit Contributions Earned $ $ $ $ 20,424,770 1,228,963 (2,026,631) - As Preliminary Amended and Restated April 17, 2007 $ $ $ $ 23,823,402 1,105,966 (3,320,804) - As Finally Amended and Restated $ $ $ $ 23,525,214 1,105,966 (3,294,976) - Capitalized Interest and Financing Costs Subtotal Subtotal Total Benefit Area No. 1 (2) Benefit Area No. 2 (2) Total Assessment (2) $ $ $ $ $ 4,235,636 23,862,738 12,826,845 11.035,893 23,862,738 $ $ $ i $ 3,754,236 25,362,799 11,668,323 13.694.476 25,362,799 $ $ $ i $ 3,721,784 25,057,988 11,668,323 13.389.665 25,057,988 For particulars as to the individual assessments and their descriptions, reference is made to Exhibit "A" attached hereto. (1) The general benefit not assessed is associated with a portion of College Boulevard and Cannon Road as discussed in Exhibit A. An amount equal to such general benefit has been contributed by the Developer and not included in the purchase price for improvements to be acquired and was not reimbursed from bond proceeds. (2) Included in the total assessment are certain projected individual assessments representing the special benefit from the improvements to be conferred on public parcels (such as the community facility and community recreation park), non-profit organizations (such as open space parcels) and home owner association parcels to be created by the future subdivision of the existing parcels Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 11 within the Assessment District Assessments apportioned to such parcels upon the creation thereof will be contributed by the Developer either as a reduced purchase price for improvements to be acquired and not reimbursed from bond proceeds or, if the purchase price for all improvements has been paid at the time of creation of any such parcel, by a cash contribution equal to the amount necessary to pay off any such assessment. Prepared by MuniFinancial/Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 12 Summary of Developer Contributions to Off-Set General Benefit and Special Benefit Assessments Total General Benefit College Boulevard, Reach C, Street $ 261,220 Improvements College Boulevard, Reach B, Street $ 112,805 Improvements Cannon Road, Reach 3, Street $ 266.369 Improvements Total General Benefit $ 640,394 Special Benefit - Parcels Owned bv Public Calavera Hills II. Aqencies. Non-Profit Organizations, Home Benefit Area Owners Association and parcels located No. 1 inside or outside the Assessment District ill Two Community Facilities $ 347,659 Community Recreation $ Public Park $ Elementary School $ RV Storage (Robertson) $ Home Owners Association (HOA) $ 40,923 Village Y (Affordable Housing) $ 1,082,704 PA 15 (Affordable Housing) Fire Station $ Total Special Benefit (1) $ 1,471,286 Total Developer Contributions (1 ) Notes: Robertson Ranch Parcels located East, Benefit Area outside of the No. 2 Assessment District boundary $ - $ $ 22,379 $ $ - $ 175,707 $ $ - $ 288,781 $ $ 10,126 $ - $ $ - $ $ - $ - $ $ 1,226,611 $ $ 100.086 $ - $ $ 1,359,202 $ 464,488 $ $ Total 347,659 22,379 175,707 288,781 10,126 40,923 1,082,704 1,226,611 100,086 3,294,976 3,935,370 (1 ) Additional future parcels within the Assessment District which will be owned by Public Agencies, Non-Profit Organizations or Home Owners Associations are identified in Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 13 Appendix F and the special benefits of these parcels wilt be apportioned at the time of subsequent subdivision of existing parcels. The assessments for these future parcels will be contributed by the Developer either as a reduced purchase price for improvements to be acquired and not reimbursed from bond proceeds or, if the purchase price for all improvements has been paid at the time of creation of any such parcel, by a cash contribution equal to the amount necessary to pay off any such assessment An amount equal to the special benefit of parcels located outside of the Assessment District will be contributed by the Developer as a reduced purchase price for the improvements to be acquired subject to reimbursement from the owners) of such parcels in accordance with a reimbursement agreement between the City and Developer. 6. The Method and Formula of Spread of Assessment is as set forth in Exhibit "A", which is attached hereto, referenced and so incorporated Amended and Restated Assessment Roll The following pages contain the Amended and Restated Assessment Roll fen- Robertson Ranch East (Benefit Area Number 2) and for Calavera Hills II (Benefit Area Number 1). Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad AD 2003-1 - Amended Assessments for Robertson Ranch East (Benefit Area No. 2) Assmnt No. 10-1 10-2 10-3 10-4 10-5 10-5 10-5 10-6 10-7 10-8 10-9 10-10 10-11 10-12 Land Use Amended Assessment Afford Apts (Multifamily) RH Single Family RMH RV Storage Single Family RM Single Family RM Single Family RM Single Family RM Comm Recreation Water Quality Facility Open Space Open Space Open Space Open Space Fire Station $0.00 $2,217,711.29 $0.00 $555,227.39 $3,283,560.87 $3,501,201.00 $3,831,964.97 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $13,389,665.52 Page 1 of 1 City of Carlsbad AD 2003-1 - Amended Assessments for Calavera Hills (Benefit Area No. 1) Based on Original Series A Bond Sale of $11,760,000 Original Assmnt No. Assessor's Parcel Number Amended Assessment 1-1 1-2 1-3 1-4 1-5 1-6 1-7 1-8 1-9 1-10 1-11 1-12 1-13 1-14 1-15 1-16 1-17 1-18 1-19 1-20 1-21 1-22 1-23 1-24 1-25 1-26 1-27 1-28 1-29 1-30 1-31 1-32 1-33 1-34 1-35 1-36 1-37 1-38 1-39 1^10 1^1 1-42 1-43 1-44 1-45 1-46 168-041-17-01 168-041-17-02 168-041-17-03 168-041-17-04 168-041-17-05 168-041-17-06 168-041-18-01 168-041-18-02 168-041-18-03 168-041-18-04 168-041-18-05 168-041-18-06 168-041-18-07 168-041-18-08 168-041-18-09 168-041-13-01 168-041-13-02 168-041-13-03 168-041-13-04 168-041-13-05 168-041-13-06 168-041-13-07 168-041-13-08 168-041-13-09 168-041-13-10 168-041-13-11 168-041-13-12 168-041-14-01 168-041-14-02 168-041-14-03 168-041-14-04 168-041-14-05 168-041-14-06 168-041-14-07 168-041-14-08 168-041-14-09 168-041-14-10 168-041-14-11 168-041-14-12 168-041-14-13 168-041-14-14 168-041-14-15 168-041-14-16 168-041-14-17 168-041-14-18 168-041-15-01 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 Page 1 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 1-47 1-48 1-49 1-50 1-51 1-52 1-53 1-54 1-55 1-56 1-57 1-58 1-59 1-60 1-61 1-62 1-63 1-64 1-65 1-66 1-68 1-69 1-70 1-71 1-72 1-73 1-74 1-75 1-76 1-77 1-78 1-79 1-80 1-81 1-82 1-83 1-84 1-85 1-86 1-87 1-88 1-89 1-90 1-91 1-92 1-93 1-94 1-95 1-96 1-97 168-041-15-02 168-041-15-03 168-041-15-04 168-041-15-05 168-041-15-06 168-041-16-01 168-041-16-02 168-041-16-03 168-041-16-04 168-041-16-05 168-041-16-06 168-041-17-07 168-041-17-08 168-041-17-09 168-041-17-10 168-041-17-11 168-041-17-12 168-041-13-13 168-041-13-14 168-041-13-15 168-041-13-17 168-041-13-18 168-041-13-19 168-041-13-20 168-041-13-21 168-041-13-22 168-041-13-23 168-041-13-24 168-041-14-19 168-041-14-20 168-041-14-21 168-041-14-22 168-041-14-23 168-041-14-24 168-041-15-07 168-041-15-08 168-041-15-09 168-041-15-10 168-041-15-11 168-041-15-12 168-041-15-13 168-041-15-14 168-041-15-15 168-041-15-16 168-041-15-17 168-041-15-18 168-041-15-19 168-041-15-20 168-041-15-21 168-041-15-22 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.10 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 Page 2 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 1-98 1-99 1-100 1-101 1-102 1-103 1-104 1-105 1-106 1-107 1-108 1-67 1-109 1-110 1-111 1-112 1-113 1-114 1-115 1-116 1-117 1-118 1-119 1-120 2 3-1 3-2 3-3 3^ 3-5 3-6 3-7 3-8 3-9 3-10 3-11 3-12 3-13 3-14 3-15 3-16 3-17 3-18 3-19 3-20 3-21 3-22 3-23 3-24 3-25 168-041-15-23 168-041-15-24 168-041-16-07 168-041-16-08 168-041-16-09 168-041-16-10 168-041-16-11 168-041-16-12 168-041-16-13 168-041-16-14 168-041-16-15 168-041-13-16 168-041-16-16 168-041-16-17 168-041-16-18 168-041-16-19 168-041-16-20 168-041-16-21 168-041-16-22 168-041-16-23 168-041-16-24 REC-LOT-00-01 REC-LOT-00-02 REC-LOT-00-03 167-101-19-00 168-320-01-00 168-320-02-00 168-320-03-00 168-320-04-00 168-320-05-00 168-320-06-00 168-320-07-00 168-320-08-00 168-320-09-00 168-320-10-00 168-320-11-00 168-320-12-00 168-320-13-00 168-320-14-00 168-320-15-00 168-320-16-00 168-321-01-00 168-321-02-00 168-321-03-00 168-321-04-00 168-321-05-00 168-321-06-00 168-321-07-00 168-321-08-00 168-321-09-00 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.10 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $15,130.09 $0.00 $0.00 $0.00 $0.00 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 Page 3 of 13 3-7 Original Assmnt No. Assessor's Parcel Number Amended Assessment 3-26 3-27 3-28 3-29 3-30 3-31 3-32 3-33 3-34 3-35 3-36 3-37 3-38 3-39 3-40 3^41 3-42 3-43 3-44 3-45 3-46 3-47 3-48 3-49 3-50 3-51 3-52 3-53 3-54 3-55 3-56 3-57 3-58 3-59 3-60 3-61 3-62 3-63 3-64 3-65 3-66 3-67 3-68 3-69 3-70 3-71 3-72 3-73 3-74 3-75 168-321-10-00 168-321-11-00 168-321-12-00 168-321-13-00 168-321-14-00 168-321-15-00 168-321-16-00 168-321-17-00 168-321-18-00 168-321-19-00 168-321-20-00 168-321-21-00 168-321-22-00 168-321-23-00 168-321-24-00 168-321-25-00 168-321-26-00 168-321-27-00 168-321-28-00 168-321-29-00 168-321-30-00 168-321-31-00 168-321-32-00 168-321-33-00 168-321-34-00 168-321-35-00 168-321-36-00 168-321-37-00 168-321-38-00 168-321-39-00 168-321-40-00 168-321^41-00 168-321-42-00 168-321-43-00 168-321-44-00 168-320-17-00 168-320-18-00 168-320-19-00 168-320-20-00 168-320-21-00 168-320-22-00 168-320-23-00 168-320-24-00 168-320-25-00 168-320-26-00 168-320-27-00 168-320-28-00 168-320-29-00 168-320-30-00 168-320-31-00 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $13,684.65 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.67 Page 4 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 3-76 3-77 3-78 3-79 3-80 3-81 3-82 3-83 3-84 3-85 3-86 3-87 4-1 4-2 4-3 4-4 4-5 4-6 4-7 4-8 4-9 4-10 4-11 4-12 4-13 4-14 4-15 5-1 5-2 5-3 5-4 7-1 7-2 7-3 7-4 7-5 7-6 7-7 7-8 7-9 7-10 7-11 7-12 7-13 7-14 7-15 7-16 7-17 7-18 7-19 168-320-32-00 168-320-33-00 168-320-34-00 168-320-35-00 168-320-36-00 168-320-37-00 168-320-38-00 168-320-39-00 168-320^0-00 168-320-41-00 168-321-45-00 168-320-42-00 168-280-51-00 168-280-52-00 168-280-53-00 168-280-54-00 168-280-55-00 168-280-56-00 168-280-57-00 168-280-58-00 168-280-59-00 168-280-60-00 168-280-61-00 168-280-62-00 168-280-63-00 168-280-64-00 168-280-65-00 168-292-30-00 168-292-31-00 168-292-32-00 168-292-33-00 168-350-01-00 168-350-02-00 168-350-03-00 168-350-04-00 168-350-05-00 168-350-06-00 168-350-07-00 168-350-08-00 168-350-09-00 168-350-10-00 168-351-01-00 168-351-02-00 168-351-03-00 168-351-04-00 168-351-05-00 168-351-06-00 168-351-07-00 168-351-08-00 168-350-11-00 $18,374.67 $18,374.67 $18,374.67 $18,374.67 $18,374.68 $18,374.68 $18,374.68 $18,374.68 $18,374.68 $0.00 $0.00 $0.00 $18,634.97 $18,634.97 $18,634.97 $13,944.96 $13,944.96 $13,944.96 $13,944.96 $13,944.96 $13,944.96 $13,944.96 $13,944.96 $18,634.97 $18,634.97 $18,634.96 $0.00 $19,149.30 $19,149.30 $19,149.29 $19,149.29 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 Page 5 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 7-20 7-21 7-22 7-23 7-24 7-25 7-26 7-27 7-28 7-29 7-30 7-31 7-32 7-33 7-34 7-35 7-36 7-37 7-38 7-39 7-4Q 7-41 7-42 7-43 7-44 7-45 7-46 7-47 7-48 7-49 7-50 7-51 7-52 7-53 7-54 7-55 7-56 7-57 7-58 7-59 7-60 7-61 7-62 7-63 7-64 7-65 7-66 7-67 7-68 7-69 168-350-12-00 168-350-13-00 168-350-14-00 168-350-15-00 168-350-16-00 168-350-17-00 168-350-18-00 168-350-19-00 168-350-20-00 168-350-21-00 168-350-22-00 168-352-01-00 168-352-02-00 168-352-03-00 168-352-04-00 168-352-05-00 168-352-06-00 168-352-07-00 168-352-08-00 168-352-09-00 168-352-10-00 168-353-01-00 168-353-02-00 168-353-03-00 168-353-04-00 168-353-05-00 168-353-06-00 168-353-07-00 168-353-08-00 168-353-09-00 168-353-10-00 168-353-11-00 168-353-12-00 168-353-13-00 168-353-14-00 168-353-15-00 168-353-16-00 168-353-17-00 168-353-18-00 168-353-19-00 168-352-11-00 168-352-12-00 168-352-13-00 168-352-14-00 168-352-15-00 168-352-16-00 168-352-17-00 168-352-18-00 168-352-19-00 168-353-20-00 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25.809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 Page 6 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 7-70 7-71 7-72 7-73 7-74 7-75 7-76 7-77 7-78 7-79 7-80 7-81 7-82 7-83 7-84 7-85 7-86 7-87 7-88 7-89 7-90 7-91 7-92 7-93 7-94 7-95 7-96 7-97 7-98 7-99 7-100 7-101 7-102 7-103 7-104 7-105 7-106 7-107 7-108 7-109 7-110 7-111 7-112 7-113 7-114 7-115 7-116 7-117 8-1 8-2 168-353-21-00 168-353-22-00 168-353-23-00 168-353-24-00 168-353-25-00 168-353-26-00 168-353-27-00 168-353-28-00 168-353-29-00 168-352-20-00 168-352-21-00 168-352-22-00 168-352-23-00 168-352-24-00 168-352-25-00 168-352-26-00 168-352-27-00 168-352-28-00 168-352-29-00 168-350-23-00 168-350-24-00 168-350-25-00 168-350-26-00 168-350-27-00 168-350-28-00 168-350-29-00 168-350-30-00 168-350-31-00 168-350-32-00 168-350-33-00 168-350-34-00 168-350-35-00 168-352-30-00 168-352-31-00 168-352-32-00 168-352-33-00 168-352-34-00 168-352-35-00 168-352-36-00 168-352-37-00 168-352-38-00 168-352-39-00 168-352-40-00 168-352-41-00 168-352^2-00 168-352-43-00 168-350-36-00 168-351-09-00 168-330-01-00 168-330-02-00 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.44 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $25,809.45 $0.00 $0.00 $0.00 $25,722.75 $25,722.75 Page 7 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 8-3 8-4 8-5 8-6 8-7 8-8 8-9 8-10 8-11 8-12 8-13 8-14 8-15 8-16 8-17 8-18 8-19 8-20 8-21 8-22 8-23 8-24 8-25 8-26 8-27 8-28 8-29 8-30 8-31 8-32 8-33 8-34 8-35 8-36 8-37 8-38 8-39 8^0 8^1 8-42 8-43 8-44 8-45 8^6 8^7 8-48 8-49 8-50 8-51 8-52 168-330-03-00 168-330-04-00 168-330-05-00 168-330-06-00 168-330-07-00 168-330-08-00 168-330-09-00 168-330-10-00 168-330-11-00 168-330-12-00 168-331-01-00 168-331-02-00 168-331-03-00 168-331-04-00 168-331-05-00 168-331-06-00 168-331-07-00 168-331-08-00 168-331-09-00 168-331-10-00 168-331-11-00 168-331-12-00 168-331-13-00 168-331-14-00 168-331-15-00 168-331-16-00 168-331-17-00 168-331-18-00 168-331-19-00 168-331-20-00 168-331-21-00 168-331-22-00 168-331-23-00 168-331-24-00 168-331-25-00 168-331-26-00 168-331-27-00 168-331-28-00 168-331-29-00 168-331-30-00 168-331-31-00 168-331-32-00 168-331-33-00 168-331-34-00 168-331-35-00 168-331-36-00 168-331-37-00 168-331-38-00 168-331-39-00 168-331-40-00 $25,722.75 $25,722.75 $25,722.75 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 Page 8 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 8-53 8-54 8-55 8-56 8-57 8-58 8-59 8-60 8-61 8-62 8-63 8-64 8-65 8-66 8-67 8-68 8-69 8-70 8-71 8-72 8-73 8-74 8-75 8-76 8-77 8-78 8-79 8-80 8-81 8-82 8-83 8-84 8-85 8-86 8-87 8-88 8-89 8-90 8-91 8-92 8-93 8-94 8-95 8-96 8-97 8-98 8-99 8-100 8-101 8-102 168-331-41-00 168-331-42-00 168-331-43-00 168-331-44-00 168-331-45-00 168-330-13-00 168-330-14-00 168-330-15-00 168-330-16-00 168-330-17-00 168-330-18-00 168-330-19-00 168-330-20-00 168-330-21-00 168-330-22-00 168-330-23-00 168-330-24-00 168-331-46-00 168-331-47-00 168-331-48-00 168-331-49-00 168-331-50-00 168-331-51-00 168-331-52-00 168-331-53-00 168-331-54-00 168-331-55-00 168-331-56-00 168-331-57-00 168-331-58-00 168-331-59-00 168-331-60-00 168-331-61-00 168-331-62-00 168-331-63-00 168-331-64-00 168-331-65-00 168-331-66-00 168-331-67-00 168-331-68-00 168-331-69-00 168-331-70-00 168-331-71-00 168-330-25-00 168-330-26-00 168-331-72-00 168-331-73-00 168-331-74-00 168-331-75-00 168-331-76-00 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $21,032.73 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.75 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 Page 9 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 8-103 8-104 8-105 8-106 8-107 8-108 8-109 8-110 8-111 8-112 8-113 8-114 8-115 8-116 8-117 6 interim 6 interim 6-1 6-2 6-3 6-4 6-5 6-6 6-7 6-8 6-9 6-10 6-11 6-12 6-13 6-14 6-15 6-16 6-17 6-18 6-19 6-20 6-21 6-22 6-23 6-24 6-25 6-26 6-27 6-28 6-29 6-30 6-31 6-32 6-33 168-331-77-00 168-331-78-00 168-331-79-00 168-331-80-00 168-331-81-00 168-331-82-00 168-331-83-00 168-331-84-00 168-331-85-00 168-331-86-00 168-331-87-00 168-331-88-00 168-331-89-00 168-331-90-00 168-331-91-00 168-341-04-00 168-310-08-00 168-340-02-01 168-340-02-02 168-340-02-03 168-340-02-04 168-340-02-05 168-340-02-06 168-340-02-07 168-340-02-08 168-340-02-09 168-340-03-01 168-340-03-02 168-340-03-03 168-340-03-04 168-340-03-05 168-340-03-06 168-340-03-07 168-340-03-08 168-340-03-09 168-340-03-10 168-340-03-11 168-340-03-12 168-341-05-01 168-341-05-02 168-341-05-03 168-341-05-04 168-341-05-05 168-341-05-06 168-341-05-07 168-341-05-08 168-341-05-09 168-341-05-10 168-341-05-11 168-341-05-12 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $25,722.74 $0.00 $0.00 $0.00 $0.00 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 Page 10 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 6-34 6-35 6-36 6-37 6-38 6-39 6-40 6-41 6-42 6-43 6-44 6-45 6-46 6-47 6-48 6-49 6-50 6-51 6-52 6-53 6-54 6-55 6-56 6-57 6-58 6-59 6-60 6-61 6-62 6-63 6-64 6-65 6-66 6-67 6-68 6-69 6-70 6-71 6-72 6-73 6-74 6-75 6-76 6-77 6-78 6-79 6-80 6-81 6-82 6-83 168-341-06-01 168-341-06-02 168-341-06-03 168-341-06-04 168-341-06-05 168-341-06-06 168-341-08-01 168-341-08-02 168-341-08-03 168-341-08-04 168-341-08-05 168-341-08-06 168-341-08-07 168-341-08-08 168-341-08-09 168-341-08-10 168-341-08-11 168-341-08-12 168-341-08-13 168-341-08-14 168-341-08-15 168-341-08-16 168-341-08-17 168-341-08-18 168-341-08-19 168-341-08-20 168-341-08-21 168-341-06-07 168-341-06-08 168-341-06-09 168-341-06-10 168-341-06-11 168-341-06-12 168-341-07-01 168-341-07-02 168-341-07-03 168-341-07-04 168-341-07-05 168-341-07-06 168-341-07-07 168-341-07-08 168-341-07-09 168-341-07-10 168-341-07-11 168-341-07-12 168-341-07-13 168-341-07-14 168-341-07-15 168-341-07-16 168-341-07-17 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.85 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 Page 11 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 6-84 6-85 6-86 6-87 6-88 6-89 6-90 6-91 6-92 6-93 6-94 6-95 6-96 6-97 6-98 6-99 6-100 6-101 6-102 6-103 6-104 6-105 6-106 6-107 6-108 6-109 6-110 6-111 6-112 6-113 6-114 6-115 6-116 6-117 6-118 6-119 6-120 6-121 6-122 6-123 6-124 6-125 6-126 6-127 6-128 6-129 6-130 6-131 6-132 6-133 168-341-07-18 168-341-07-19 168-341-07-20 168-341-07-21 168-341-07-22 168-341-07-23 168-341-07-24 168-341-06-13 168-341-06-14 168-341-06-15 168-341-06-16 168-341-06-17 168-341-06-18 168-341-06-19 168-341-06-20 168-341-06-21 168-341-06-22 168-341-06-23 168-341-06-24 168-341-06-25 168-341-06-26 168-341-06-27 168-341-05-13 168-341-05-14 168-341-05-15 168-341-05-16 168-341-05-17 168-341-05-18 168-340-03-13 168-340-03-14 168-340-03-15 168-340-03-16 168-340-03-17 168-340-03-18 168-340-03-19 168-340-03-20 168-340-03-21 168-340-03-22 168-340-03-23 168-340-03-24 168-340-02-10 168-340-02-11 168-340-02-12 168-340-02-13 168-340-02-14 168-340-02-15 168-340-02-16 168-340-02-17 168-340-02-18 168-340-02-19 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 $19,693.84 Page 12 of 13 Original Assmnt No. Assessor's Parcel Number Amended Assessment 6-134 168-340-02-20 $19,693.84 6-135 168-340-02-21 $19,693.84 6-136 168-340-03-00 $0.00 6-137 168-340-02-00 $0.00 6-139 168-341-05-00 $0.00 6-140 168-341-07-00 $0.00 6-141 168-341-08-00 $0.00 9-1 168-310-05-00 $0.00 9-2 168-310-06-00 $0.00 $11,760,000.00 Page 13 of 13 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 14 EXHIBIT A AMENDED AND RESTATED METHOD AND FORMULA OF ASSESSMENT SPREAD Since the improvements are to be funded by the levying of assessments, the Assessment Law requires that assessments be based on the special benefit that the properties receive from the improvements. In addition, the Assessment Law provides that a parcel's assessment may not exceed the reasonable cost of the proportional special benefit conferred on that parcel. Further, only special benefits are assessable and the local agency levying the assessment must separate the general benefits from the special benefits. All publicly owned property must be assessed if it specially benefits from the improvements. The Assessment Law does not specify the method or formula that should be used to apportion the costs to properties in any special assessment district proceedings. The responsibility for recommending an apportionment of the costs to properties, which specially benefit from the improvements rests with the Assessment Engineer, who is appointed for the purpose of making an analysis of the facts and determining the correct apportionment of the assessment obligation. In order to apportion the assessments to each parcel in direct proportion with the special benefit which it will receive from the improvements, an in-depth analysis has been completed and is used as the basis for apportioning costs to each property within the Assessment District as explained below. Based upon an analysis of the special benefit to be received by each parcel from the improvements, the Assessment Engineer recommends the amended and restated apportionment of costs as outlined herein. No increase is recommended in the assessments originally levied on the parcels within Benefit Area No. 1 of the Assessment District. The final authority and action to increase the assessments on the parcels within Benefit Area No. 2 of the Assessment District rests with the City Council after hearing all testimony and evidence presented at a public hearing, and the tabulation of the assessment ballots previously mailed to all record owners of property within Benefit Area No. 2 of the Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 15 Assessment District. Upon the conclusion of the public hearing, the City Council must make the final determination whether or not the assessment spread has been made in direct proportion to the special benefits to be received by each parcel within Benefit Area No. 2 of the Assessment District. Assessment ballot tabulation will be finalized at that time and, if a majority of the assessment ballots received prior to the close of the public hearing weighted by assessment amount are not opposed to the increase of the levy of the assessments within Benefit Area No. 2, then the Cfty Council may confirm the increase in the levy of the assessments within Benefit Area No. 2. The following sections define and explain the special benefits and general benefits, and set forth the methodology used to apportion the costs of the improvements providing special benefits to each parcel, and confirm that the assessments are reasonable and justified. The Amended and Restated Method of Apportionment The Assessment District improvements have been assigned into eight benefit components; roadway, potable water, recycled water, sewer, dry utilities, Storm Water Basin BJB and Storm Drain Line BJA, 84" Storm Drain Pipeline Improvement and incidental expenses. Roadway improvement costs are spread on vehicle average daily trip (ADT) generation. Potable water, sewer and dry utility costs are spread on an equivalent dwelling unit (EDU) basis. Recycled water costs are spread to the roadway and specific parcels based on the amount of recycled water used for the irrigation of each roadway and specific parcel. Storm Water Basin BJB and Storm Drain Line BJA as well as the 84" Storm Drain Pipeline Improvement costs are spread to parcels which drain into the basin and are conveyed from the basin through Ihe 84" Pipeline based on assessment units. The incidental expenses have been based on either the actual cost to each component of the improvements or if the incidental costs apply to all such components then to the prorated construction cost of each such component. The procedure of identifying and apportioning special benefit to the land uses and parcels has been organized as follows: Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 16 A. Identification of Benefit Components A-1 Roadway Core improvements A-2 Roadway Frontage Improvements A-3 Backbone Potable Water and Sewer A-4 Backbone Recycled Water A-5 Backbone Dry Utilities A-6 Storm Water Basin BJB and Storm Drain Line BJA A-7 84" Storm Drain Pipeline Improvement A-8 Incidental Expenses B. Special Benefits C. General Benefits D. Proportioning Special Benefits D-1 Land Use Categories D-2 Proportionate Special Benefit of Roadway Improvements D-3 Proportionate Special Benefit of Utility Improvements D-4 Proportionate Special Benefit of Storm Water Basin BJB and Storm Drain BJA Improvements D-5 Proportionate Special Benefits of 84" Storm Drain Pipeline Improvements D-6 Proportionate Formation, Issuance and Financing Costs Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 17 E. Proclamations E-1 Assessments Equal to or Less Than the Proportional Special Benefits E-2 Reasonableness and Justification of Assessments E-3 Future Apportionment A. IDENTIFICATION OF BENEFIT COMPONENTS The improvements acquired or to be acquired or constructed by the City from the proceeds of bonds issued for each benefit area of the Assessment District are necessary for development of the Assessment District parcels and are required by the Calavera Hills II and by the Robertson Ranch Master Plans and the conditions of development as set forth in the land use entitlements approved by the City for each benefit area. Without the improvements, the parcels within the Assessment District cannot be developed to their planned ultimate uses pursuant to such land use entitlements. It is unfeasible and impractical for the parcels to be utilized to their highest and best use without the backbone roadways, utilities, storm drain basin and 84" pipeline that will be funded by the Assessment District. A-1 Roadway Core Improvement Components The foremost purpose of the Assessment Disbict is to provide financing for the backbone road access so the Assessment District parcels can be developed. The most significant and costly improvement is the work associated with the road construction. The road construction has created the need to relocate utilities, re-establish habitat areas, and install landscaping to protect the roadway slopes. The road construction has created the need to construct storm drains to protect the roadway and to relocate other facilities and provide mitigation areas that would not have otherwise been necessary if the road was not constructed. The road and associated costs have been placed into two roadway improvement components (previously identified in Part 2 of this Amended and Restated Report) for the purpose of defining the roadway costs and apportioning special benefit. The first component is titled Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 18 "Core Improvements" and the second component is titled "Frontage Improvements" which will be described in the following section A-2. The Core Improvements component includes: College Boulevard Reach C and Reach B, plus Cannon Road Reach 3, full width grading of the roadway, paved road surface for two lanes, transition pavement section at Cannon Road and El Camino Real intersections, other road related improvements, relocation of utilities, and establishment of mitigation areas. All of the core improvements have been completed. A percentage of the cost of the backbone recycled water distribution system has been spread in the same manner as the roadway core improvement expenses. This portion of the recycled water system improvements will provide an irrigation water system for the roadway landscaping. A-2 Roadway Frontage Improvement Components The Frontage Improvements component includes: College Boulevard Reach C and Reach B, plus a portion of Cannon Road Reach 3. The College Boulevard, Reach C frontage improvements have been completed. The Frontage Improvements for College Boulevard Reach B, and a portion of Cannon Road Reach 3 will be constructed in concert with the development of the Robertson Ranch East project. The Frontage Improvements for Cannon Road Reach 3 do not include the Frontage Improvements on the north side of Cannon Road along the frontage of parcels located outside of the Assessment District boundary in Robertson Ranch West since these Frontage Improvements will be paid by the Developer and not assessed. A percentage of the cost of the backbone recycled water distribution system has been spread with the College Boulevard, Reach C frontage improvements (completed improvement) in the same manner as the roadway Frontage Improvement expenses. This portion of the recycled water system improvements will provide an irrigation water system for the roadway landscaping. The recycled water distribution system for the roadway landscaping for College Boulevard, Reach B and Cannon Road, Reach 3 Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 ^~\~\ City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 19 was constructed by the Developer under a separate contract and the costs will not be assessed. A-3 Backbone Potable Water and Sewer Construction Improvement Components Coincidental to the roadway improvements is the necessity to construct certain backbone utility improvements within the roadway right of way concurrently with construction of the roadway improvements. These improvements confer a different special benefit to the properties than the special benefit conferred by the roadway improvements. Therefore potable water and sewer costs (other than relocated facilities for the roadway costs) have been separated into wet utility components for purposes of defining special benefits and allocating the costs of such components. A-4 Backbone Recycled Water Improvement Components Coincidental to the roadway improvements is the necessity to construct certain backbone recycled water improvements within the roadway right of way concurrently with construction of the roadway improvements. A percentage of these improvements confer a different special benefit to the properties than the special benefit conferred by the roadway improvements based on where the recycled water will be used. The recycled water facilities have been separated into a separate component for purposes of defining special benefits and allocating the costs of such components. All of the recycled water improvements to be assessed have been completed and assessed to Benefit Area No. 1. A-5 Backbone Dry Utilities Improvement Components Coincidental to the roadway improvements is the necessity to construct certain backbone dry utility improvements within the roadway right of way concurrently with construction of the roadway improvements. These improvements confer a different special benefit to the properties than the special benefit conferred by the roadway improvements. Therefore the dry Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 20 utilities have been separated into a separate component for purposes of defining special benefits and allocating the costs of such components. A-6 Storm Water Basin BJB and Storm Drain Line BJA Coincidental to the roadway improvements is the necessity to construct Storm Water Basin BJB, located adjacent to the roadway right of way, and Storm Drain Line BJA, located in College Boulevard, concurrently with construction of the roadway improvements. These improvements confer a different special benefit to the properties than the special benefit conferred by the roadway improvements. Therefore the Storm Water Basin BJB, Storm Drain Line BJA and appurtenances have been separated into a separate component for purposes of defining special benefits and allocating the costs of such components. A-7 84" Storm Drain Pipeline Components Coincidental to the roadway improvements is the necessity to construct the 84" Storm Drain Pipeline and appurtenances along the north frontage of Cannon Road from the BJB Basin outlet works to approximately 200 feet east of El Cam/no Real. These improvements confer a different special benefit to the properties than the special benefit conferred by the roadway improvements. Therefore the 84" Storm Drain Pipeline and appurtenances have been separated into a separate component for purposes of defining special benefits and allocating the costs of such components. A-8 Incidental Expense Components In addition to the improvement costs, there are incidental construction administration and Assessment District formation expenses. These costs include, but are not limited to: construction administration, construction supervision, design, testing, surveying, assessment engineering, audit of acquisition costs, financial advisors, appraisals, bond counsel, underwriting, Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 21 official statement printing, financing cost and establishment of a bond reserve fund. The costs of the formation of the Assessment District, including the costs of issuance, have been determined to be eligible for inclusion and are included in the Assessment District incidental costs. Some of these costs can be assigned directly to one of the benefit components as shown in Appendix T". Other costs that cannot be assigned directly to one of the benefit components have been prorated to each assessment number in accordance with that assessment number's share of the acquisition or construction cost. B. SPECIAL BENEFITS The purpose of this Assessment District is to fund the construction and acquisition or construction of public improvements required to serve the Assessment District Parcels. Special benefit is received by each parcel within the boundaries of the Assessment District from new roadway access and the availability of utility services that are required and necessary for the properties to develop to their highest and best use in accordance with and as permitted by the approved land use entitlements. The improvements to be constructed and/or acquired by the City accommodate the planned development within the Assessment District area in accordance with the approved land use entitlements. The Calavera Hills II and the Robertson Ranch Master Plan environmental documents and the Tentative Map identify the need for access and utilities, and place conditions upon the parcels within the Assessment District to provide those improvements. The Assessment District Improvements satisfy the conditions of development by providing access and backbone utilities so the projects can support their planned uses. Without the improvements, the parcels within the Assessment District could not be developed to their planned and conditionally approved uses. The special benefit conferred on the parcels within the Assessment District from the proposed improvements include: increased development potential, relief from access constraints, improved accessibility to utilities, fulfillment of development conditions and ensured investment returns. The special benefit to each parcel is such that the parcels will be allowed to gain access to a public street network, be Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 {College Boulevard and Cannon Road East) Page 22 provided with storm water protection and have water, sewer, recycled water and dry utilities readily available, thereby allowing them to develop to their highest potential. Special benefit accrues to each parcel to be subdivided and served by the improvements to be constructed. Since the areas within the Robertson Ranch East development (Benefit Area No. 2) within the Assessment District have not been subdivided into individual lots at this time, the assessments will be placed in aggregate on one or more existing assessor parcels and apportionment of the assessments will take place as final maps record. All final maps have been recorded for the Calavera Hills II development (Benefit Area No. 1) and the assessments to the individual lots have been completed and recorded. The assessments placed on these individual lots in Calavera Hills II (Series A Bonds) will not increase as a result of the changes outlined in this Amended and Restated Engineers Report. C. GENERAL BENEFITS Some public improvements will confer general benefit to properties or the public at large outside the Assessment District In making an analysis, a review was conducted of the surrounding areas. The review resulted in identifying general benefits that accrued to properties outside the Assessment District. College Boulevard is designated as a major arterial roadway and will be constructed from Carlsbad Village Drive south to connect to Cannon Road. Four lanes are proposed to be constructed. Two lanes are required to serve the estimated volume of traffic generated by the Assessment District parcels. Two center lanes (one in each direction) are required for through traffic originating outside of the Assessment District. The costs associated with the construction and placement of the asphalt and aggregate base for the two center lanes have been determined to be a general benefit and will not be assessed to parcels within the Assessment District. Cannon Road is also designated as a major arterial roadway. Previously, Cannon Road did not exist east of El Camino Real. Four lanes are proposed to be constructed. Two lanes are required to serve the estimated volume of traffic generated by the Assessment District parcels. Two center lanes (one in Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 23 each direction) are required for through traffic originating outside of the Assessment District. The costs associated with the construction and placement of the asphalt and aggregate base for the two center lanes have been determined to be a general benefit and will not be assessed to parcels within the Assessment District. Based on the estimated roadway construction costs, the cost of the roadway aggregate base and asphalt pavement to provide the two center lanes for both College Boulevard and Cannon Road is approximately $476,471. The grading beneath the two center lanes of each roadway benefits the Assessment District because it provides lateral support to the Assessment District paved lanes. This grading can not be eliminated from the overall roadway grading without constructing retaining walls that would unreasonably increase the Assessment District cost Therefore all of the College Boulevard and Cannon Road grading provides special benefit to the Assessment District Properties. The total cost of the General Benefit has been deducted from the audited Purchase Price of the completed core improvements for College Boulevard, Reach B and Reach C and Cannon Road, Reach.3. No further deduction for General Benefit is required from the Series B bond proceeds. D.PROPORTONtNG SPECIAL BENEFTTS D-1 Land Use Categories The following land use categories are included in the Assessment District: single-family detached and single-family attached residential, apartments (affordable housing), elementary school, public park, fire station, community facilities , home owners association recreation areas and open space. The non-active and undeveloped open space areas do not receive special benefit from the works of improvements and will not be assessed. Open space areas are those areas that are deeded or perpetually designated in easements. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 24 D-2 Proportionate Special Benefit of Roadway Improvements Trip Generation Factors for Roadway Improvements The use of and need for roadway improvements is a function of the number of vehicle trips per day generated by the use of the land served by the streets. Traffic engineers have developed traffic generation factors, which are related to development density and type of land use. Therefore, trip generation is an appropriate basis for apportioning roadway improvements and related costs among the specially benefited parcels. The trip generation factors will be estimated from the July 1998, SANDAG Trip Generation Manual and weighted as explained below. SANDAG categorizes trips as primary, diverted and pass-by. This analysis uses only the primary trip percentages for the non-residential land use categories to avoid double counting of the residential trips. Single Family Detached Trip Generation The Average Daily Trips (ADT) per detached single-family dwelling is 10 ADT. The Assessment District single-family dwelling product types are similar to the SANDAG study areas. Single Family Attached Trip Generation The Average Daily Trips per attached dwelling unit or for a condominium unit is 8 ADT. Apartment Affordable Housing Trip Generation The Average Daily Trips for each affordable housing unit, based on the 1998 SANDAG Trip Generation Manual for apartments, is 6 ADT. School Trip Generation The Average Daily Trips for an elementary school is 60 ADT per net acre. The primary trip percentage for an elementary school site is 57%. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 25 Community Facility Trip Generation The Average Daily Trips rates for a community facility use is equivalent to a day care use, which is permitted in this use category and mentioned as a possible use in the Master Plans. The Average Daily Trips rates for day care use is 80 ADT per 1,000 square feet. The Floor Area Ratio for the day care sites is estimated at 0.1 of building per net land area. Therefore, the 80 ADT per 1,000 square feet is equivalent to approximately 348 ADT per net acre (80 times 43,560/1,000 times 0.1). The primary trip percentage for a day care is 28%. Home Owners Association/Community Recreation Areas Trip Generation The Average Daily Trips generation for the home owner's association (HOA)/community recreation areas with parking, which is equivalent to a neighborhood park, is 5 ADT per net acre. The primary trip percentage for a neighborhood park is 66%. Public Park Trip Generation The Average Daily Trips generation for a regional park is 20 ADT per net acre. The primary trip percentage for a regional park is 66%. Fire Station Trip Generation The Average Daily Trips rates for a fire station use is similar to an industrial storage facility which is 30 trips per net acre. The primary trip percentage is 92 %. College Boulevard and Cannon Road, Core Improvements - College Boulevard and Cannon Road Core Improvement roadway costs specially benefit all of the village planning areas in Benefit Area No. 1 and 2 as well as village planning areas 12 and 13 in Robertson Ranch West, located outside of the Assessment District boundary. Therefore, College Boulevard and Cannon Road Core Improvement roadway costs were allocated to the assessment numbers for these village planning areas based on the ADT generation factors. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 26 College Boulevard, Reach C, Frontage Improvements - College Boulevard, Reach C, Frontage Improvement roadway costs specially benefit only those villages which front on, or adjoin Reach C. This includes villages E-1, U, W, X and Y. Therefore, College Boulevard, Reach C Frontage Improvement roadway costs were allocated to the assessment numbers for these villages based on the ADT generation factors. College Boulevard, Reach B and Cannon Road, Reach 3, Frontage Improvements - College Boulevard, Reach B and Cannon Road, Reach 3, Frontage Improvement roadway costs specially benefit only those village planning areas which front on, or adjoin Reaches B and 3. This includes village planning areas 14, 15, 16, 17, 18, 21, 22 and the Option Parcel (Fire Station). Therefore, College Boulevard, Reach B and Cannon Road, Reach 3, Frontage Improvement roadway costs were allocated to the assessment numbers for these village planning areas based on the ADT generation factors. Village planning area 12 in Robertson Ranch West was not included since the Developer will construct and pay for these Frontage Improvements. D-3 Proportionate Special Benefit of Utility Improvements The most pertinent and reasonable utility improvement special benefit variable is average daily demand. The detached single family home will be the basic equivalence for measuring demand to other land use categories. Potable Water and Sewer Water and sewer demand was obtained from the 2002 update of the City of Carlsbad Water Master Plan. A summary of the water and sewer usage is shown below: Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 27 Land Use Single Family Detached Single Family Attached Non Residential Potable Water and Sewer Usage 550 gallons / day 250 gallons / day 2,300 gallons / 10,000 SF /day A single family detached unit has been assigned an equivalent dwelling unit (EDU) weight of 1.0 EDU. By converting the gallons per day to EDU we arrive at the following table: Land Use Single Family Detached Single Family Attached Non Residential Potable Water and Sewer EDU 1.0 EDU /Unit 0.5 EDU / Unit 4.2 EDU/ 10,000 SF The City of Carlsbad Water Master Plan estimates water demand for a public park as 2.5 acre-foot per acre per year. This translates to 2,230 gallons per acre per day (2.5 x 43,560 x 7.48/365). Potable water demand for park is estimated as 10% of the demand for recycled water for irrigation, resulting in 0.4 EDU per acre (0.1 x 2,230/550) of parkland. The water and sewer costs were allocated to the appropriate frontage improvements for each reach of the roadway as shown in Table 7 of Appendix F. These allocated costs were then spread only to the assessment numbers that specially benefit from such water and sewer costs as shown in Table 8 of Appendix F and as set forth below: College Boulevard, Reach C, Frontage Improvements - Water costs for College Boulevard, Reach C, Frontage Improvement specially benefit only parcels in Benefit Area No. 1.. The Assessment Diagram identifies a benefit Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 28 zone for the sewer improvements as Sewer Zone B. Sewer costs for College Boulevard, Reach C, Frontage Improvement specially benefit only Villages U, W, X and Y within Benefit Area No. 1, which are located within Sewer Zone B, Therefore, water and sewer costs for College Boulevard, Reach C, Frontage Improvement were allocated only to these villages based on the applicable EOU factors and further limited for sewer costs to only the area within Sewer Zone B. College Boulevard, Reach B, and Cannon Road, Reach 3 Frontage Improvements *- Water and sewer costs for College Boulevard, Reach B, Frontage Improvement specially benefit all buildable parcels within Benefit Area No. 2. The Assessment Diagram identifies a benefit zone for the sewer improvements as Sewer Zone C. Therefore, College Boulevard, Reach B, Frontage Improvement water and sewer costs were allocated to all buildable parcels within Benefit Area No. 2 based on the applicable EDU factors and further limited for sewer costs to only the area within Sewer Zone C. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 29 Summary of Special Benefit Factors Land Use Category Single Family Detached Single Family Attached Apartment (Affordable Housing) Elementary School Community Facility (Day Care) HOA / Community Rec Areas Community (Regional) Park Fire Station Roadway Improvements ADT 10 /DU 8/DU 6/DU 60 /AC 80/1,000 SF 5 /AC 20 /AC 30/AC Primary Trip % Applied 1 - - - 57% 28% 66% 66% 92% Adjusted ADT 10 /DU 8/DU 6/DU 34.2 /AC 97.4 /AC 1.25 /AC 13.2 /AC 27.67 AC Utilities EDUs 1.0 /DU 0.5 / DU 0.5 / DU 4.2/10ksf 4.2 / 10ksf 4.2/10ksf and per site 0.4 /AC 4.2/10ksf 1. Primary Trips are defined by SANDAG as 'one trip directly between origin and primary destination." Recycled Water The recycled water system located within the public right-of-way will provide irrigation water to (i) medians, parkways, and adjacent roadway slopes (in and adjacent to the public streets and public easements) and trailhead easements (ii) landscaped areas of the wetland mitigation (iii) landscaped slopes and recreation lots within the home owners association open space areas and (iv) landscaped areas of Basin BJB. The recycled water system specially benefits only the four categories stated above. Therefore, the recycled water system costs were allocated only to the irrigated area of these four categories as shown in Table 2 of Appendix Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 30 F. The percentage of area in each category, determined from the total area in ail three categories, was multiplied times the cost of the recycled water system to arrive at the cost to be applied to each category. The resulting recycled water system cost for the first category was added to the cost for the street portion of College Boulevard, Reach C, Frontage Improvements and spread to all of the assessment numbers that specially benefit from that roadway. The resulting recycled water system cost for the second category was added to the cost for the street portion of Core Improvements for College Boulevard, Reaches B and C, and Cannon Road, Reach 3, and spread to all of the assessment numbers that specially benefit from the street portion of the Core Improvements. The resulting recycled water system cost for the third category was spread to all of the residential units within the homeowners association that specially benefits from the open space areas. The resulting recycled water system cost for fourth category was added to the cost for Basin BJB and Storm Drain BJA and spread to the assessment numbers that benefit from those improvements. No recycled water system costs were spread to Benefit Area No. 2 since these improvements were constructed separate of the Assessment District. Dry Utilities The demand for dry utilities is considered to be similar to the factors used for water and sewer as shown above. The dry utilities costs (limited by the Internal Revenue Service to five percent of the bond issue amount in order for the bonds to qualify for tax^exempt status) were allocated based on EDU factors using the same methodology and the same factors as were used in allocating water and sewer costs. The dry utilities costs were allocated to the appropriate core and frontage improvements for each reach of the roadway as shown in Table 7 of Appendix F. These allocated costs were then spread only to the assessment numbers that specially benefit from such dry utilities costs as shown in Table 8 of Appendix F. D-4 Proportionate Special Benefit of Storm Water Basin BJB and Storm Drain BJA Improvements Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 31 The Assessment Diagram identifies a benefit zone for the Drainage Basin BJB and Storm Drain BJA improvements. Drainage Zone A includes all of the Assessment District parcels that drain by gravity and therefore benefit from the Basin BJB and Storm Drain BJA improvements. Drainage Zone A includes all of villages R, U and W plus portions of villages K, L-2 and X. The remaining parcels in the Assessment District do not benefit from the Basin BJB and Storm Drain BJA improvements. The measure of benefit for Basin BJB and Storm Drain BJA improvements is an assessment unit, which is equivalent to a single family lot located within Drainage Zone A. Basin BJB and Storm Drain BJA costs benefit only assessment numbers in Drainage Zone A, as shown on the Assessment Diagram. Therefore, Basin BJB and Storm Drain BJA costs were allocated only to assessment numbers 3, 4, 5, 6, 7 and 8 within Drainage Zone A based on the applicable assessment unite. There was no assessment for Basin BJB and Storm Drain BJA costs to the remaining assessment numbers. D-5 Proportionate Special Benefit of 84" Storm Drain Pipeline Improvement The 84-inch storm drain pipeline is a proposed alternative to the widening of the Calavera Creek Channel (Channel Facility BJ) through the Rancho Carisbad community as called for in the City's existing Master Drainage Plan (MDP). Channel Facility BJ is needed to mitigate potential flooding impacts to the Rancho Carlsbad Community and to El Camino Real and Cannon Road. Peak drainage flows exiting Basin BJB will be diverted into the 84" storm drain pipeline to reduce flows in Calavera Creek to an acceptable level. In addition, drainage from Robertson Ranch which would normally flow into Calavera Creek will be intercepted by the 84" pipeline. To determine the share of the cost of the 84" storm drain pipeline to be borne by Robertson Ranch and the share to be borne by Calavera Hills II, the following procedure was followed: Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 I „ <£T City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 32 1. The total estimated cost of the 84" Storm Drain Pipeline was determined. 2. Robertson Ranch Share. The estimated cost of a Storm Drain Pipeline to serve only the Robertson Ranch was determined. This equated to a 54" Storm Drain Pipeline and this cost was allocated to the Robertson Ranch. 3. Calavera Hills II Share. The difference in the estimated cost of the 84" Storm Drain Pipeline and the 54" Storm Drain Pipeline (the incremental cost) is the share allocated to Calavera Hills II. The calculation of the allocation of the shares is shown in Table 3H of Appendix F. The Assessment Diagram identifies two (2) benefit zones for the 84" Storm Drain Pipeline and appurtenances, the first that benefits only certain properties in Calavera Hills II and the second that benefits properties in Robertson Ranch East It has been determined that no benefit accrues to parcels in Robertson Ranch West since at ultimate development no drainage will flow to the 84 inch pipeline. The benefit zone that benefits the Calavera Hills II properties is Drainage Zone A which includes only those Assessment District parcels within Benefit Area No. 1 whose effluent drains by gravity into Basin BJB and is further conveyed through the 84" Storm Drain Pipeline along the north frontage of Cannon Road. Therefore, the Calavera Hills II share of the 84" Storm Drain Pipeline costs were allocated only to assessment numbers 3, 4, 5, 6, 7 and 8 within Drainage Zone A based on the applicable assessment units. There was no assessment for the 84"Storm Drain Pipeline costs to the remaining assessment numbers in Calavera Hills II. The benefit zone that benefits the Robertson Ranch East properties is Drainage Zone B which includes only those Assessment District parcels within Robertson Ranch East ( Benefit Area No.2) whose effluent drains by gravity into the 84" Storm Drain Pipeline located along the north frontage of Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 I* [/ City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 33 Cannon Road. Therefore, the Robertson Ranch East sham of the 84"Storm Drain Pipeline costs were allocated only to assessment numbers 10-1, 10-2, 10-4, 10-5 and 10-6.within Robertson Ranch East located north of Cannon Road and assessed based on the gross acres of each parcel. D-6 Proportioning Formation, Issuance and Financing Costs The costs to form this Assessment District, including the costs of issuance, have been determined to be eligible for inclusion in the Assessment District funding. These costs that cannot be assigned directly to any one of the benefit components and therefore have been separated into a separate component for purposes of defining special benefits and allocating costs on a pro-rata basis relative to the improvement costs associated with each parcel as shown in Table 10 of Appendix F. The financing costs (bond discount and bond reserve), including capitalized interest, have also been assessed on a pro-rata basis relative to the improvement costs associated with each parcel. E. PROCLAMATIONS E-1 Assessments are equal to or less than the proportional special benefit each parcel receives The special benefit received from the Assessment District improvements exceeds the assessment allocated to each parcel. The improvements provided will increase the value of each parcel by more than the assessment levied upon it. To ensure that the assessments will be equal to or less than the proportional special benefit conferred, a review was made of similar properties in the vicinity. Comparison of recent sales records indicated that the average price per square foot of raw land increased in an amount greater than the costs of the assessments per square foot after backbone roadway and utility improvements were in place. Prepared by MuniFinancial/Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 34 E-2 Reasonableness and Justification of Assessments It is well known and understood by the development community that public infrastructure is required for raw land to develop to its highest and best use. After the passage of Proposition 13 and Assembly Bill 1600, developers and investors realize that they must provide the public infrastructure to support their developments without burdening existing properties. The Assessment District improvements are estimated to add 9% or more value to each parcel's overall value. A review of other developments has shown that this percentage is consistent with the costs of providing backbone access and utilities to raw land in similar developments. Therefore this Assessment levy is reasonable in relationship to the added value the improvements provide to the parcels. E-3 Future Apportionment of Special Benefit Special benefit will accrue to each parcel created by the subdivision of the property within the Assessment District. Since certain existing parcels within the Assessment District will not, at the time of formation of the Assessment District, have been subdivided into final lots, the initial assessments established at the time of formation of the Assessment District will be placed in the aggregate on the assessors parcels existing at the time of formation of the Assessment District. An assessment levied on a parcel existing at the time of formation of the Assessment District will be apportioned among those parcels created by the subsequent subdivision of such existing parcel. Assessments apportioned to any parcel created by the subdivision of an existing parcel which is to be owned by a public agency (each, a "Public Parcel") or a non-profit 501(c)(3) organization (each, a "501(c)(3) Parcel") or a home owners association (each, a "HOA Parcel") must be paid off in full prior to the recordation of the final subdivision map creating such Public Parcel or 501(c)(3) Parcel or HOA Parcel or contributed by the Developer as a reduced purchase price for improvements to be acquired pursuant to the Acquisition/Financing Agreement. The City shall not provide to the owner or subdivider of such existing parcel a certificate as required by Government Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 I Q City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 35 Code Section 66493(f) for any subdivision certifying that the City Council has determined that provision has been made for the segregation of the responsibility of each of the proposed new parcels for a portion of the assessment unless payment in full of the assessments apportioned to all Public Parcels, 501(c)(3) Parcels and HOA Parcels created by such subdivision has been received by the City or otherwise contributed as described above. It is the City of Carlsbad's policy that final lots that receive similar special benefit also have similar final assessments. If the future subdivision of any planning area does not yield the estimated number of dwelling units, the City reserves the right to require upon application of assessment reapportionment, that a portion of the outstanding assessment be paid by the property owners to ensure that the assessments remain consistent within and between the planning areas as further provided in the Acquisition/Financing Agreement. All reapportionments will be subject to City of Carlsbad policies and procedures. FINDINGS AND DETERMINATIONS OF ASSESSMENT ENGINEER The undersigned, Richard K. Jacobs, hereby finds and determine as follows: A. The proportionate special benefit derived by each parcel proposed to be assessed has been determined in relationship to the entirety of the costs of the improvements to be funded from the proceeds of the bonds issued for the Assessment District and the cash collections. B. No assessment is proposed to be imposed on any parcel which exceeds the reasonable cost of the proportional special benefit conferred on that parcel. C. Only special benefits have been assessed. D. Parcels within the Assessment District that are owned or used by any agency, the State of California or the United States and which receive a Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 36 special benefit from the improvements have been assessed accordingly. In conclusion, it is my opinion that the amended and restated assessments for the referenced Assessment District have been spread in direct accordance with the estimated special benefits mat each parcel receives from the improvements. Dated:/j^dav . 200.5 1ICHARD K. JACQpS, P.E. R.C.E, No. 18,191 (Expires 06/2009) ASSESSMENT ENGINEER CITY OF CARLSBAD SAN DIEGO COUNTY STATE OF CALIFORNIA Prepared by MuniFinancial /Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 37 I, LORRAINE M. WOOD, CITY CLERK of the CITY OF CARLSBAD, CALIFORNIA do hereby certify that the foregoing amended and restated Assessment, together with the amended and restated Diagram attached thereto, was filed in my office on the /^ day of ^^^_^ 200j£ CTPfCLI CITY OF CARLSBAD STATE OF CALIFORNIA I, LORRAINE M. WOOD, CITY CLERK of the CITY OF CARLSBAD, CALIFORNIA do hereby certify that the foregoing amended and restated Assessment, together with the amended and restated Diagram attached thereto, was preliminarily approved by the City Council of the CITY OF CARLSBAD, CALIFORNIA, on of o^L 2007. CITY OF CARLSBAD STATE OF CALIFORNIA I, LORRAINE M. WOOD, CITY CLERK of the CITY OF CARLSBAD, CALIFORNIA do hereby certify that the foregoing amended and resfatedAssessment, together with the amended and restated Diagram attached thereto, was approved and confirmed by the City Council of said City on the C>?A-/-~ day of CITY OF CARLSBAD STATE OF CALIFORNIA Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 38 I, GLENN PRUIM, Superintendent of Streets of the CITY OF CARLSBAD, CALIFORNIA do hereby certify that the foregoing amended and restated Assessment, together with the amended and restated Diagram attached thereto, was filed in my office on the /£ day of OcrogE/? , 2007. SUPERINTENDENT STREETS CITY OF CARLSBAD STATE OF CALIFORNIA Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 39 Part IV Annual Administrative Assessment A maximum annual administrative assessment authorized at the time of formation of the Assessment District shall be levied on each parcel of land and subdivision of land within the Assessment District specially benefiting from the improvements and for which the assessment is unpaid to pay for necessary costs and expenses incurred by the City of Carlsbad, and not otherwise reimbursed, resulting from the administration and collection of assessments and/or from the administration or registration of any associated bonds and reserve or other related funds. This maximum assessment hereinafter set forth is authorized pursuant to the provisions of Section 10204(f) of the Streets and Highways Code, and said maximum assessment shall not exceed five percent (5.0%) of the annual assessment per individual assessment parcel per year. The annual administrative assessment will be collected in the same manner and in the same installments as the amended and restated assessment levied to pay for the cost of the improvements. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 ^~\ O City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 40 PartV Amended and Restated Diagram of Assessment District Reduced copies of the Amended and Restated Assessment Diagram are shown on the following pages. Full-size copies of the Amended and Restated Assessment Diagram are on file in the Office of the City Clerk, of the City of Carlsbad. As required by the Assessment Law, the Amended and Restated Assessment Diagram shows the exterior boundaries of the Assessment District and the assessment number assigned to each parcel of land corresponding to its number as it appears in the Amended and Restated Assessment Roll contained in Part III. The Assessor's parcel number is also shown for each parcel as they existed at the time of the passage of the Resolution of Intention to Consider Modifications and reference is hereby made to the Assessor's Parcel Maps of the County of San Diego for the boundaries and dimensions of each parcel of land. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 I i Ul I iliiirant ?° *i *b siillfe!ill Jl ^£fe fe it !S!S I tt M. !5 %!ss <!>ii^ Sh!H'5 foo Uj 3o "P sOB 2is£- O ig O O- _CD I § u I S i AD 2003-01 10f7 AdoopauuojuoQ e& faro- <o is S i II AD 2003-01 2 of 7 AD 2003-01 3 of 7 AD 2003-01 4of7 AD 2003-01 5 of 7 acum2 d o A- el il AD 2003-01 6 of 7 UStf AD 2003-01 7of7 T E g is IsP! -as City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 41 Part VI A. Amended and Restated Description of Improvements The Assessment Law provides for the legislative body of any municipality to finance certain capital facilities and services within or along its streets or any public way or easement. The following is an Amended and Restated list of proposed improvements as allowed under the Assessment Law to be acquired, installed, maintained, repaired or improved under the provisions of the Assessment Law. For the general location of the improvements to be acquired reference is hereby made to the Plans and Specifications described in Part I of this Amended and Restated Report. The amended and restated improvements include the following: Improvement No. 1. College Boulevard/Cannon Road connection as follows: College Boulevard from Cannon Road to Carlsbad Village Drive College Boulevard from south end of Calavera Hills II development to Carlsbad Village Drive (Reach C, full width) - full width grading to major arterial standards including slopes not adjacent to development and any surcharge (but not to include grading outside of the right-of-way in future developed areas), additional grading and improvements for meandering regional trail for bicycles and pedestrians in a public trail easement which is a part of the City-wide trail system, asphalt pavement to major arterial standard width on each side of a raised improved (hardscaping, landscaping and irrigation) median, modification of existing median north of Carlsbad Village Drive to provide left turn pocket non-master plan storm drain facilities (which excludes any Drainage Master Plan facilities subject to reimbursement from Local Drainage Area Fees), curb, gutter and sidewalk, bus turnout and furniture, street lighting, median curb, sewer, water and reclaimed water lines and appurtenances (excluding any portion of such costs reimbursable from sewer and/or water connection fees), erosion control landscaping and irrigation (located within an easement granted to the City), traffic signal at Carlsbad Village Drive and College Boulevard (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees), striping and signage, protection and relocation of existing utilities as required, dry utilities1 within the right-of-way, as well as environmental mitigation costs1 and incidental costs of construction as described in the Acquisition/Financing Agreement College Boulevard from Cannon Road to south end of Calavera Hills II development (Reach B center lanes) - full width grading to major arterial standards including slopes not adjacent to development and any surcharge (but not to include grading outside of the right-of-way in future developed areas), additional grading for meandering regional trail for bicycles and pedestrians in a public trail easement which is a part of the City-wide trail system, 18 feet of pavement on each side of a raised unimproved Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 42 (with an AC cap) median, non-master plan storm drain facilities (which excludes any Drainage Master Plan facilities subject to reimbursement from Local Drainage Area Fees), median curb, sewer, water and reclaimed water lines and appurtenances (excluding any portion of such costs reimbursable from sewer and/or water connection fees), erosion control landscaping and irrigation (located within an easement granted to the City), transition to full improvements at inlet locations, southerly boundary of Calavera Hills and Cannon Road intersection including curb, gutter and additional paving, traffic signal at Cannon Road and College Boulevard (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees), striping and signage, protection and relocation of existing utilities as required, as well as environmental mitigation costs1 and incidental costs of construction as described in the Acquisition/Financing Agreement. Cannon Road from El Camino Real to College Boulevard (Reach 3 center lanes) - full width grading to major arterial standards including slopes not adjacent to development and any surcharge (but not to include grading outside of the right-of-way in future developed areas), additional grading for meandering regional trail for bicycles and pedestrians in a public trail easement which is a part of the City-wide trail system, 18 feet of pavement on each side of a raised unimproved (with AC cap) median, any transition improvements needed along El Camino Real, non-master plan storm drain facilities (which excludes any Drainage Master Plan facilities subject to reimbursement from Local Drainage Area Fees), street lighting (partial), median curb, sewer, water and reclaimed lines and appurtenances (excluding any portion of such costs reimbursable from sewer and/or water connection fees), erosion control landscaping and irrigation (located within an easement granted to the City), transition to full improvements at inlet locations and Cannon Road with College Btvd and El Camino Real intersections including curb, gutter and additional paving, signal modification at Cannon Road and El Camino Real (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees), striping and signage, as well as environmental mitigation costs1 and incidental costs of construction as described in the Acquisition/Financing Agreement. Detention Basin BJB (partial) - grading and construction of a 49 acre-foot Drainage Master Planned storm water retention basin, access road, and outlet structure (excluding any portion of the costs subject to reimbursement from Local Drainage Area Fees), as well as environmental mitigation costs1 and incidental costs of construction as described in the Acquisition/Financing Agreement. Improvement No. 2. College Boulevard from Cannon Road to south end of Calavera Hills II development (Reach B frontage improvements) - traffic control, demolition of interim and abandoned improvements, 12.5 feet of pavement (outside lanes), curb and gutter, non-master plan storm drain facilities ( which excludes any Drainage Master Plan facilities subject to reimbursement from Local Drainage Area Fees) meandering sidewalk including grading, meandering trail including grading, fencing, Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 >? In City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 43 and trail markers, street lighting, reclaimed water services, median hardscape, landscape and irrigation, dry utilities within the right-of-way (subject to an IRS maximum limit of 5% of the construction cost), bus turnout and furniture striping and signage, traffic signals and appurtenances (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees) and appurtenances, arterial road setback landscaping and irrigation, as well as environmental mitigation costs and incidental costs of construction to the extent permitted as described in the Acquisition/Financing Agreement Improvement No. 3. Cannon Road from El Cam/no Real to College Boulevard (Reach 3 frontage improvements) -traffic control, demolition of interim and abandoned improvements, 12.5 feet of pavement (outside lanes), curb and gutter, non-master plan storm drain facilities ( which excludes any Drainage Master Plan facilities subject to reimbursement from Local Drainage Area Fees), meandering sidewalk including grading, meandering trail including grading, fencing, and trail markers, street lighting, water main extension with appurtenances in El Camino Real and Cannon Road, reclaimed water services, median landscape and irrigation and median paving, under grounding of existing electric, telephone and cable TV, dry utilities within the right-of-way (subject to an IRS maximum limit of 5% of the construction cost), striping and signage, traffic signals and appurtenances (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees) and appurtenances, arterial road parkway landscaping and irrigation, as well as environmental mitigation costs and incidental costs of construction to the extent permitted as described in the Acquisition/Financing Agreement. Improvement No. 4. 84" Storm Drain Pipeline (along Cannon Road Frontage)-84" RCP storm drain pipeline and appurtenances from the existing box culvert (Basin BJB exit works) near the College Boulevard and Cannon Road intersection to the outlet at 200± feet east of El Camino Real, modifications to the existing box culvert to accommodate connection to the 84" RCP including splitter wall, rip-rap outlet, access road to drain outlet, 10'x 4' box culvert, modification of existing weir wall, approach apron and installation of rip rap at outlet of existing box culvert and incidental costs of construction to the extent permitteefasdescribee[in[the Aoquisitjjori^inancing Agreement. Notes: I/ The aggregate amount of the cost of dry utilities or mitigation land which are to be owned by an entity other than a "political subdivision" as such term is used in the Internal Revenue Code and regulations of the Internal Revenue Service which may be financed from the proceeds of tax exempt bonds issued for the Financing District shall be limited to 5% of the proceeds of such bonds which are eligible to be used to finance the acquisition of the Improvements. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 <^ rf City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 44 B. Right-of-Way Certificate STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CARLSBAD The undersigned, GLENN PRUIM, hereby CERTIFIES UNDER PENALTY OF PERJURY that the following is all true and correct. That at all times herein mentioned, the undersigned was, and now is, the duly appointed SUPERINTENDENT OF STREETS of the CITY OF CARLSBAD, CALIFORNIA. That there have now been instituted proceedings pursuant to the provisions of the Municipal Improvement Act of 1913, being Division 12 of the Streets and Highways Code of the State of California (the "Improvement Act"), Article XIIID of the Constitution of the State of California ("Article XHID"), and Proposition 218 Omnibus Implementation Act, Section 53750 and following of the Government Code (the "Implementation Acf) (the Improvement Act, Article XIIID, and the Implementation Act are collectively referred to as the "Assessment Law") and the City of Carlsbad Municipal Code, as Amended and Restated, for the construction of certain public improvements in a special assessment district known and designated as ASSESSMENT DISTRICT NO. 2003-01 (College Boulevard and Cannon Road East) (hereinafter referred to as the "Assessment District"). THE UNDERSIGNED STATES AND CERTIFIES AS FOLLOWS: It is acknowledged that the proposed Improvements must be located within public rights-of-way, land, or easements owned by or licensed to the CITY OF CARLSBAD, County of San Diego, State of California, at the time of the acquisition of the Improvements, and the undersigned hereby further certifies that all rights-of-way necessary for the Improvements will be obtained and in possession of the City, County, or State prior to acceptance by the City of Carlsbad. Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 City of Carlsbad - Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Page 45 EXECUTED this /_ t> r" day of o c r°&e« 200_7, at City of Carlsbad, California. Superintendent of Streets/Public Works Director City of Carlsbad State of California Public Works Director/Superintendent of Streets Prepared by MuniFinancial / Dick Jacobs Associates September 14, 2007 APPENDIX A Resolution of Intention Exhibit 2 1 RESOLUTION NO. 2007-085 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, DECLARING ITS INTENTION 3 TO CONSIDER ORDERING CERTAIN CHANGES AND 4 MODIFICATIONS IN THE IMPROVEMENTS ORDERED TO BE ACQUIRED AND THE ASSESSMENTS LEVIED 5 WITHIN BENEFIT AREA NO. 2 OF ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND 6 CANNON ROAD EAST) AND THE SEGREGATION AND APPORTIONMENT OF ASSESSMENTS WITHIN SUCH 7 ASSESSMENT DISTRICT AS THE RESULT OF THE SUBDIVISION OF PROPERTY THEREIN8 9 WHEREAS, the City Council of the City of Carlsbad (the "City"), California, has 10 previously undertaken proceedings to form an assessment district, to designate two 11 benefit areas therein and to levy assessments therein to finance the acquisition of 12 certain public improvements pursuant to the terms and provisions of the "Municipal 14 Improvement Act of 1913" (Streets and Highways Code Section 10000 and following) 15 (the "Improvement Act"), Article XIIID of the Constitution of the State of California 16 ("Article XIIID") and the Proposition 218 Omnibus Implementation Act (Government 17 Code Section 53750 and following) (collectively, the "Assessment Law"), such 18 assessment district known and designated as Assessment District No. 2003-01 (College 19 Boulevard And Cannon Road East) (the "Assessment District"); and, 20 WHEREAS, subsequent to the formation of the Assessment District and the levy 21 of assessments therein pursuant to the Assessment Law: 22 A. The City issued the City of Carlsbad Assessment District No. 2003-0123 (College Boulevard and Cannon Road East) Benefit Area No. 1 (Calavera Hills II) 25 Limited Obligation Improvement Bonds in the principal amount of $11,730,000 secured 26 9/ 28 Exhibit 2 1 by the unpaid assessments levied on the properties within Benefit Area No. 1 of the 2 Assessment District; 3 B. Calavera Hills II, LLC (the "Developer"), the owner and developer of the 4 property within the Assessment District, has proposed to construct an 84" diameter 5 storm drain along Cannon Road (the "Cannon Road Storm Drain") in lieu of constructing 6 improvements to the channel along the south side of Cannon Road and has requested 7 that the City initiate proceedings to add the Cannon Road Storm Drain to the8 g improvements ordered to be acquired through the Assessment District and to modify the 10 assessments within Benefit Area No. 2 of the Assessment District to reflect the special 11 benefit to be received by the properties within Benefit Area No. 2 from the Cannon Road 12 Storm Drain; and 13 C. The property within the Assessment District has been further subdivided 14 necessitating the segregation and apportionment of the original assessments within the parcels created as a result of the subdivision of such properties; and 16 WHEREAS, the City Council desires to consider the modifications to the 17 improvements ordered to be acquired through the Assessment District to include the Cannon Road Storm Drain and to the assessments levied within Benefit Area No. 2 and 20 to order the segregation and apportionment of the assessments within the parcels 21 created as a result of the subdivision of the properties within the Assessment District; 22 and 23 WHEREAS, the City Council has received an Amended and Restated Final 24 Engineer's Report (the "Amended Engineer's Report") prepared by Dick Jacobs 25 Associates, assessment engineer to the City for these proceedings (the "Assessment 26 . 28 Exhibit 2 1 Engineer"), describing the changes proposed to be made, including the Cannon Road 2 Storm Drain proposed to be ordered to be acquired, the amount of the estimated 3 increase in the cost of the improvements by reason of the proposed inclusion of the 4 Cannon Road Storm Drain as part of such improvements, the increase and modification 5 of the assessments levied on the parcels within Benefit Area No. 2 to reflect the special 6 benefit received by such parcels from the Cannon Road Storm Drain and setting forth 7 an amended diagram of the Assessment District and the segregation and8 9 apportionment of the assessments originally levied within the Assessment District to 10 reflect the subdivision of the property within the Assessment District; and 11 WHEREAS, pursuant to Streets and Highways Code Sections 8732 and 10353 it 12 is necessary for this City Council to adopt a resolution to (1) briefly describe the 13 proposed changes within the Assessment District, (2) give notice of the time and place 14 for a public hearing where (a) persons may appear and show cause why such changes should not be ordered and/or (b) all persons interested in the original assessment, or in 16 the lands affected thereby or in the bonds secured thereby, may appear and protest 17 against the segregation and apportionment of the assessments and (3) order the18 initiation of assessment ballot proceedings to enable the owners of the properties within 20 Benefit Area No. 2 to express their support for or opposition to the proposed increase in 21 the assessments levied on such properties. 22 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 23 Carlsbad, California, as follows: 24 1. Recitals. The above recitals are all true and correct. 25 26 27 3 93 28 Exhibit 2 1 2. Amended Engineer's Report. The Amended Engineer's Report as 2 received by this City Council is hereby adopted, passed upon, and preliminarily 3 approved. A copy of the Amended Engineer's Report shall be kept on file in the Office of 4 the City Clerk and shall be available for inspection during normal business hours of 5 such office. 6 3. Declaration of Intention. The public interest, convenience and necessity 7 require, and it is the intention of this City Council to consider, changing the8 „ improvements ordered to be acquired to include the Cannon Road Storm Drain and 10 increasing the assessments levied on the properties within Benefit Area No. 2 to reflect 11 the special benefit received by such properties from the Cannon Road Storm Drain. It is 12 the further intention of this City Council to order the segregation and apportionment of 13 the original assessments to reflect the subdivision of the properties within the 14 Assessment District. 15 4. Description of Proposed Changes within the Assessment District. Reference 16 is made to the Amended Engineer's Report for a description of the proposed changes to 17 be made in the Assessment District, including a description of the change in the18 improvements ordered to be acquired to include the Cannon Road Storm Drain, the 20 estimated increase in the cost of the improvements resulting from the inclusion of the 21 Cannon Road Storm Drain and the proposed increase in the assessments levied on the 22 properties within Benefit Area No. 2 of the Assessment District to reflect the special 23 benefit to be received by such properties from the Cannon Road Storm Drain. S\A 5. Proposed Segregation and Apportionment of the Original Assessments. 25 Further reference is made to the Amended Engineer's Report for amended diagram of 2627 ^ < 28 Exhibit 2 1 the assessment district and the segregation and apportionment of the original 2 assessments to reflect the subdivision of the properties within the Assessment District. 3 6. Notice of Public Hearing. Notice is hereby given that a public hearing is 4 hereby scheduled to be held at the City Council meeting room of the City of Carlsbad 5 located at 1200 Carlsbad Village Drive, Carlsbad, California 92008 on June 19, 2007 at 6 6:00 p.m. At such time all persons may appear and (a) show cause why the proposed 7 changes in the Assessment District described in paragraph 4 above should not be made o 9 and/or (b) protest against the proposed segregation and apportionment of the in assessments. 11 7. Initiation of Assessment Ballot Proceedings. Pursuant to the provisions of the 12 Assessment Law, the record owner of each parcel within Benefit Area No. 2 for which 13 the original assessment is proposed to be increased to reflect the special benefit from 14 the Cannon Road Storm Drain has the right to submit an assessment ballot in favor of 15 or in opposition to the proposed increase in such assessment. 16 Assessment ballots will be mailed to each such record owner. Each such owner 17 may complete such assessment ballot and thereby indicate such owner's support for or 18 opposition to the proposed increase in the assessment levied against such owner's 20 property. All such assessment ballots must be received by the City Clerk at the 21 following address at or before the time set for the close of the public hearing: 22 City Clerk 23 City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, California 92008 25 26 28 Exhibit 2 1 An assessment ballot received after the close of the public hearing will not be 2 tabulated even though the postmark on the envelope transmitting the assessment ballot 3 is dated on or before the date of the public hearing. 4 At the conclusion of the public hearing, the City Council shall cause the 5 tabulation, pursuant to Government Code Section 53753, of the assessment ballots 6 timely received. If a majority protest, as described below, exists the City Council shall 7 not increase the assessments within Benefit Area No. 2. A majority protest exists if the o g assessment ballots submitted, and not withdrawn, in opposition to the proposed 10 increase in assessment exceed the assessment ballots submitted, and not withdrawn, 11 in favor of such proposed increase in assessment. In tabulating the assessment ballots, 12 each assessment ballot shall be weighted by the amount of the proposed increase in 13 the assessment to be imposed upon the identified parcel for which such assessment 14 ballot was submitted. For purposes of tabulating the assessment ballots for these proceedings as 16 required pursuant to the Assessment Law, the City Council hereby designates the City 17 Clerk to act as the tabulation official to tabulate the assessment ballots submitted.18 8. City Clerk. The City Clerk is hereby directed to mail or cause to be mailed 2Q notice of the public hearing, together with the assessment ballot materials, to the record 21 owner of each parcel within Benefit Area No. 2 for which the assessment is proposed to 22 be increased. Such mailing shall occur not less than 45 days before the date set for the 23 public hearing. 24 25 26 27 . 28 Exhibit 2 1 The City Clerk is further directed to publish a copy of this resolution in a 2 newspaper of general circulation within the City. Such publication shall occur not less 3 than fifteen (15) days before the date set for the public hearing. 4 // 5 6 // 7 8 9 // 10 11 " 12 // 13 14 // 15 16 17 // 18 19 20 „ 21 22 " 23 // 24 25 // 26 28 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 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 24th day of April 2007, by the following vote: AYES: Council Members Lewis, Kulchin, Hall, Packard, Nygaard NOES: None ABSENT: None /c APPENDIX B Acquisition/Financing Agreement I O I 1" SECOND AMENDMENT TO ACQUISITION/FINANCING AGREEMENT This Second Amendment to Acquisitioa'Financing Agreement ("Second Amendment") by and between the City of Carlsbad, a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California (the "City"), and Calavera Hills II, LLC, a California limited liability company (the "Developer"), is made and entered into this *74*"> day of fefeirtjouru., 2007. RECITALS WHEREAS, City and Developer entered into that certain Acquisition/Financing Agreement dated December 11, 2002 (the "Original Agreement") and that certain First Amendment to Acquisition/Financing Agreement dated September 16, 2003 (the "First Amendment") amending the Original .Agreement (the Original Agreement, as amended by the First Amendment, is referred to as the "Existing Agreement"); and WHEREAS, the Existing Agreement established the terms and conditions pursuant to which the Developer would construct certain identified Improvements (as defined in the Original Agreement) and the City would acquire such Improvements from the proceeds of bonds to be issued by the City if the City formed a Financing District (as defined in the Original Agreement) and the authorization for the levy of special assessments or special taxes was approved by the owners of property within the Financing District and the issuance such bonds was approved; and WHEREAS, City and Developer completed proceedings to form a Financing District designated as Assessment District No. 2003-01 (College Boulevard and Cannon Road East) (the "Assessment District") consisting of two distinct benefit areas identified as "Benefit Area No. 1" and "Benefit Area No. 2"; and WHEREAS, in 2004 the City issued its City of Carlsbad Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Benefit Area No. 1 (Calavera Hills II) Limited Obligation Improvement Bonds (the "Benefit Area No. 1 Bonds") in the principal amount of $11,760,000 secured by the assessments levied within Benefit Area No. 1 to finance that portion of the costs of the acquisition of the Improvements representing the special benefit from such Improvements received by the properties within Benefit Area No. 1; and WHEREAS, Developer in order to proceed in a timely manner with the development of its property known as Robertson Ranch East located within Benefit Area No. 2 is required to construct an 84" storm drain along the Cannon Road frontage and more particularly described in Attachment A hereto (the "Storm Drain Improvements") and has requested that the City initiate proceedings to modify the Improvements authorized to be financed through the Assessment District to include the Storm Drain Improvements; and WHEREAS, Developer has further requested that the Existing Agreement be amended to revise the Improvements to include the Storm Drain Improvements and to provide MP/SDPUB\WDIVEVJ4()4I3.I I CD that the City agree to acquire the Storm Drain Improvements upon the completion of the construction thereof by the Developer; and WHEREAS, the City is willing to amend the Existing Agreement to provide for the acquisition by the City of the Storm Drain Improvements subject to the requirements of both the Financing District Law (as defined in the Existing Agreement), the City's Financing District Policies (as defined in the Existing Agreement) and the terms and conditions of the Existing Agreement, as amended by this Second Amendment. NOW, THEREFORE, it is mutually agreed between the respective parties as follows: 1. Recitals. The above recitals are all true and correct. 2. Definitions. Capitalized terms not otherwise defined in this Second Amendment shall have the meanings ascribed to them in the Existing Agreement. 3. Amendments. (a) Subject to the successful completion of the Modification Proceedings (defined below), the Improvements are modified to include the Storm Drain Improvements. Exhibit "B" of the Existing Agreement is amended to add the Storm Drain Improvements as Improvement No. 4, to be described as set forth in Attachment A hereto (b) Payment of the Purchase Price for Storm Drain Improvements. Except as provided in this Second Amendment, the Purchase Price for Storm Drain Improvements shall be determined and shall be paid pursuant to the provisions of Section 7 of the Existing Agreement. Bond proceeds that shall be eligible to purchase the Storm Drain Improvements shall be limited to such proceeds as may be authorized pursuant to the Modification Proceedings. Upon completion of the construction, satisfaction of all conditions precedent as set forth in the Existing Agreement and acceptance by the City of the Storm Drain Improvements, the Purchase Price (as defined in the Existing Agreement) thereof shall be paid as follows: (i) Developer shall be entitled to credit against the City's local area drainage fees imposed in connection with the development within the Robertson Ranch East Property in the amount of $434,000. (ii) $969,000 shall be paid by the City from the local area drainage fee fund, (iii) an amount not to exceed that portion of the Purchase Price for the Storm Drain Improvements representing the special benefit of the Storm Drain Improvements received by properties within Benefit Area No. 1 shall be paid from the proceeds of the Bonds secured by the assessments levied within Benefit Area No. 1 if and to the extent that such proceeds are available for such purpose, and MP/SDPUB\WD1VEN\340413.1 (iv) an amount not to exceed that portion of the Purchase Price representing the special benefit of the Storm Drain Improvements received by properties within Benefit Area No. 2 shall be paid from the proceeds of Bonds to be secured by the assessments levied within Benefit Area No. 2 if and to the extent that such proceeds are available for such purpose. 4. Modification Proceedings. The City agrees to initiate proceedings to consider the modification of the Improvements to include the Storm Drain Improvements, to allocate the cost of the construction of the Storm Drain Improvements to the properties within Benefit Area Nos. 1 and 2 based upon the special benefit to be received by such properties from the Storm Drain Improvements and to modify the assessments previously levied within Benefit Area No. 2 to include the special benefit received by the properties within Benefit Area No, 2 from the Storm Drain Improvements. Successful completion of the Modification Proceedings shall be deemed to have occurred upon (a) the determination that a majority protest to the increase in the assessments levied within Benefit Area No. 2 does not exist and (b) the adoption of a resolution (the "Approving Resolution") by the City Council modifying the Improvements to include the Storm Drain Improvements, approving an amendment to the original assessment engineer's report for the Assessment District reflecting the inclusion of the Storm Drain Improvements in the Improvements and allocating the costs thereof among the properties within Benefit Area Nos. 1 and 2 to reflect the special benefit received by such properties from the Storm Drain Improvements and confirming the increase in the assessments within Benefit Area No. 2 to reflect the special benefits received by those properties from the Storm Drain Improvements. Developer acknowledges that the decision of the City Council to adopt the Approving Resolution is a legislative action and the City may not enter into an agreement to obligate the City Council to exercise its legislative discretion in a particular way. The approval of this Second Amendment by the City Council does not, therefore, in any way create a contractual, legal or equitable obligation of or commitment by the City Council to adopt the Approving Resolution. 5. Effect of this Second Amendment on the Other Terms and Provisions of the Existing Agreement. All terms and provisions of the Existing Agreement shall remain in full force and legal effect except as expressly modified by the provisions of this Second Amendment. 6. Counterparts. This Second Amendment may be executed in counterparts, each of which shall be deemed an original. 7. Authorized Signatories. Each signatory of a party hereto represents and warrants to the other party that it has legal authority, capacity and direction from the principal to enter into this Second Amendment, and that all resolutions and/or other actions have been taken so as to enable such party to enter into this Second Amendment. MP/SDPUB'.WDIVEN. 340413.1 written. CITY: Executed by and between the parties hereto as of the day and year first above City of Carlsb^, a municij oftheSt ition ATTEST: APPROVED AS TO FORM: RONALD BALL CITY ATTORNEY DEVELOPER: Calavera Hills II, LLC, a California limited liability company By: McMillin Companies, LLC, a Delaware limited liability company, its/manager Name: Title: Name: Title:-\r MP'SDPUB\WDIVEH040413.l /Q3 Attachment A Modification of Exhibit B to the Existing Agreement Exhibit A to the Existing Agreement is modified to add the following description of the Storm Drain Improvements: Improvement Estimated Cost 4. 84" Storm Drain (along Cannon Road Frontage)-84" RCP storm drain and appurtenances from the existing box culvert near the College Boulevard and Cannon Road intersection to the outlet at 200± feet east of El Camino Real, modifications to the existing box culvert to accommodate connection to the 84" RCP including splitter wall, rip-rap outlet, access road to drain outlet, 10' x 4' box culvert, modification of existing weir wall, approach apron and installation of rip-rap at outlet of existing box culvert, and incidental costs of construction to the extent permitted as described in the Acquisition/Financing Agreement. $3,250,000± The footnotes to Exhibit B to the Existing Agreement shall also apply to Improvement No. 4. MP/SDPUB'WDIVEN'340413.1 ivf FIRST AMENDMENT TO ACQUISITION/FINANCING AGREEMENT This FIRST AMENDMENT TO ACQUISITION/FINANCING AGREEMENT ("First Amendment* 0 by and between the CITY OF CARLSBAD, a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California (the "City"), and CALAVERA HILLS n, LLC, a California limited liability company (the "Developer"), is made and entered into mis 16th day of September, 2003. RECITALS WHEREAS, City and Developer entered into that certain Acquisition/Financing Agreement dated December 1 1, 2002 (the "Agreement"); and WHEREAS, pursuant to the Agreement, City and Developer have commenced proceedings to form Assessment District No. 2003-01 (College Boulevard and Cannon Road East) (the "Financing District"); WHEREAS, City and Developer desire to amend certain provisions of the Agreement in order to implement the Financing District, as set forth in mis First Amendment. NOW, THEREFORE, it is mutually agreed between the respective parties as follows: 1. Recitals. The above recitals are all true and correct 2. Definitions. Capitalized terms not otherwise defined in this First Amendment shall have the meanings described to them in the Agreement 3. (a) The first paragraph of Section 5 is hereto amended to read as follows: "SECTIONS. Eligibility of Payment of the Base Increment or Retained Increment Once an Improvement is substantially complete, then such Improvement shall be eligible for payment of the Base Increment of the Purchase Price (as defined hi Section 7 below). For purposes of this Agreement, an Improvement shall be deemed "substantially complete" when construction or work with respect to the Improvement has progressed to the point where it is sufficiently complete in the judgment of the City Engineer of the City or his or her designee (the "City Engineer") so mat the Improvement is open to the public or otherwise could be opened to the public but for the fact that such opening has been withheld or delayed solely by the City. An Improvement may be deemed by the r?ity F.ncrineer to be "substantially complete" ourffliattf ta the pre^yftng sentence even thm^gh such Improvement is subject to the completion of a punch list of items before such Improvement would be eligible for acceptance bv the Cfov." (b) The first paragraph of Section 7(a) of the Agreement is hereby amended to read as follows: 9/11/03 9009.14 HAO:#7286v3 10. "00 Amount of Purchase Price. The amount to be paid by City for the Improvements to be acquired from Developer (the "Purchase Price") shall, as to each such Improvement, be determined by City in accordance with the provisions of this Section. The Purchase Price shall equal the lesser of the actual cost or the value of the Improvement; provided, however, if the Financing District is an assessment district, the value of an Improvement shall equal the aggregate special benefit received by the Property from the Improvement as determined by the assessment engineer retained by the City and shown in die final assessment engineer's report as approved bv the Citv Council for the Ftnqpcj^g District as such fijpyf engineer's report may be amended prior to the issuance of Bonds fbr the Financing District to reflect adumfrflftnts to assessment li^ OT specific properties made pursuant to Section 31 hereof." (c) Subsection 7(a) of the Agreement is hereby amended to add the following sentence at the end of such subsection: "The amounts in Sections 7f aW>. (vi) ^nt^ (viift are straight percentage amounts and the Developer need not provide separate cost and ayment ustifications for (d) The Agreement is hereby amended to add new Section 3 1 as follows: "SECTION 31 . Adjustment pf T Jen AmQimt The •parties acknowledge mat the presenc^ *vf a«segsmeifl \ieps on certain pi^perlies could iffiffl fog feasibility of the use pf such, properties for cerf ftfo purposes. [Developer shall have one opportunity to discharge the Hep amount for any gy.^ pjppertv or properties within each benefit zone of the F'nancinz District as such Developer mav elect bv a reduction in the urchase rice for the Inronwements for which property or properties is befog assessed. Any Discharge of a lien pursuant to this Section 31 must be completed not less than 1^0 calendar davs prior to the estimated date QfJssuapce of, the bonds mat would otherwise be secured bv such lien or such later H^tjp app^y^ bv the Finance Dfoector of me Cftyi N?*tV118 I*1 ths ect'nr shall probib roperty owner frotn repain tf owner's property within the Financing District ounp'nnt *o the applicable District law." (e) The Agreement is hereby amended to add new Section 32 as follows: "SECTION 32. Development Rights. Developer acknowledges formation of the Financing District and p-nnstruction of the Trnprovements does not, in and of itself. vest anv rights fo the then e*istii^g land use annrovals for the property to be assessed for such Improvement^ ^r ^> g^iy PflTt?ifrular level- type, or IfltW^W 9f development or use. Developer hereby waives on its beftaj[lf ajij on behalf of its successors and agsjJBP^ pffY^y860^3^*^1 ag?'f^ttfaeCitvat lawpriyi eouitv including, but not limited tr>| Baking nr H^maang of property, for reassessnient of property or denial of any fight protected bv U$C Secfton 1983 which mjgbJLbs. applicable to the properties to be assessed and assertine the Financing District and 9/11/03 9009.14 HAD; #7286 v3 construction of the Tt^iprovenients vests iijg||t|y tfl ey»?tinfi lanft use approvals or to ^ *1 insitv develomet or i. 4. Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original. 9/11/03 9009.14 H&O:#7286v3 5. Authority Signatories. Each signatory of a party hereto represents and warrants to the other party that it has legal authority, capacity and direction from the principal to enter into this First Amendment, and that all resolutions and/or other actions have been taken so as to enable such party to enter into this First Amendment above written. EXECUTED BY AND BETWEEN the parties hereto on the day and year first "CITY" CITY OF State of By: ATTEST: /IVif £ltif\iw ' tf CitybfCtflsbad State of California 9/11/03 9009.14 H&O: #7286 v3 "DEVELOPER" CALAVERA HILLS H LLC, a California limited liability company By: McMillin Companies LLC, a Delaware limited liability company, Its: Manager By: Its:.&. STATE OF CALIFORNIA) COUNTY OF SAN DIEGO ) ss. I, Karen R. Kundtz, Assistant City Clerk of the City of Carlsbad, County of San Diego, State of California, hereby certify that I have compared the foregoing copy with the original First Amendment to Acquisition/Financing Agreement, dated September 16. 2003, which original Agreement is now on file in the Office of the City Clerk of the City of Carlsbad: that the same contains a full, true, and correct transcript therefrom and of the whole thereof. Witness my hand and the seal of said City of Carlsbad, this 10th day of June, 2004. R: ASSISTANT CITY C (SEAL) ACQUISITION/FINANCING AGREEMENT THIS AGREEMENT is made and entered into this//rtf day ofZ)g££/uBeE 2002 (the "Effective Date"), by and between the CITY OF CARLSBAD, a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California, (the "City"), and CALAVERA HILLS IILLC, a California limited liability company (the "Developer"). WHEREAS, in order to finance the acquisition of certain public improvements, together with appurtenances and appurtenant work within the jurisdictional limits of said City, the Developer has requested that the City initiate proceedings to consider the formation of a land secured financing district (the "Financing District") pursuant to the applicable laws of the State of California (the "Financing District Law") and the policies of the City pertaining to the establishment of land secured financing districts (the "City Financing District Policies") in effect as of the Effective Date; and, WHEREAS, Developer, in order to proceed in a timely way with development of its properties known as Calavera Hills and depicted in Exhibit A hereto (the "Calavera Hills Property") and the property known as Robertson Ranch East and depicted in Exhibit A hereto (the "Robertson Ranch East Property" and, together with the Calavera Hills Property, the "Property"), desires to construct certain public improvements generally depicted in Exhibit A and described in Exhibit B that will, following the completion of the construction thereof, be acquired, owned, operated and maintained by the City (each an "Improvement" and collectively, the "Improvements"); and, WHEREAS, the City and Developer agree that the Improvements may, upon the completion of the construction thereof, be acquired by the City from the proceeds of bonds issued for or on behalf of the Financing District (the "Bonds") at prices not to exceed that share of the cost of such Improvements reasonably allocated to the Property if the Financing District is a community facilities district or allocated to the Property based upon the special benefit received by the Property from the Improvements if the Financing District is an assessment district and determined pursuant to and in accordance with the provisions of this Agreement; and, WHEREAS, the City and the Developer further agree that payment by the City for the acquisition of the Improvements shall be funded solely from the proceeds of such bonds which shall be secured by assessment or special tax liens, as applicable, on properties within the Financing District; and, WHEREAS, it is the intent of this Agreement that Developer shall be entitled pursuant to the provisions of this Agreement to be paid for the Improvements at the prices as determined by the City pursuant to this Agreement upon: (i) the completion of the construction of the Improvements as required herein, (ii) the formation of the Financing District and the confirmation of the levy of assessments or special taxes on properties within the Financing District, and (iii) the sale and delivery of bonds by the City for the Financing District; and, WHEREAS, the Financing District may consist of separate benefit areas, in the case in which the Financing District is an assessment district, or improvement areas, in the case in which the Financing District is a community facilities district, corresponding to the Calavera Hills Property and 11.12.02 Robertson Ranch East Property for which separate discrete series of bonds could be issued secured by the assessments or special taxes authorized to be levied within each benefit area or improvement area; and WHEREAS, notwithstanding the intent of the parties as set forth in the preceding recital, the parties acknowledge that the decision of the City Council to form the Financing District is a legislative action and that the City Council, by its approval of this Agreement, may not and is not obligating itself or committing itself or any future City Council to approve the formation of the Financing District; and WHEREAS, the City is willing to acquire the Improvements from Developer subject to the requirements, in effect as of the date of formation of the Financing District, of both the Financing District Law and the City Financing District Policies and the terms and conditions of this Agreement and Developer desires that the City so acquire such Improvements. NOW, THEREFORE, IT IS MUTUALLY AGREED between the respective parties as follows: SECTION 1. Recitals. The above recitals are all true and correct. SECTION 2. Design and Construction of Improvements. Developer covenants and agrees that each Improvement to be acquired from Developer pursuant to this Agreement shall be designed and constructed pursuant to the terms and conditions set forth in the applicable subdivision improvement agreement ("Subdivision Improvement Agreement") entered into by and between the City and the Developer as of the Effective Date or to be entered into by and between the City and the Developer after the Effective Date but prior to commencement of the construction of the Improvements to which such Subdivision Improvement Agreement applies. Wherever the terms and conditions of the Subdivision Improvement Agreement and this Agreement may conflict, the terms and conditions of the Subdivision Improvement Agreement shall prevail. SECTION 3. Bid and Award of the Contract or Contracts for the Construction of the Improvements. Except as provided below, the Developer shall solicit bids for the construction of the Improvements to be acquired with the proceeds of the Bonds and shall award the contract or contracts for such construction pursuant to the procedures and requirements as shall be set forth in the City of Carlsbad Engineering Department Administrative Procedures for Reimbursable Public Works Projects (the "Administrative Procedures") to be established by the City Engineer of the City. City agrees to provide Developer with written notification of the establishment of the Administrative Procedures. As of the Effective Date hereof, the Developer had solicited bids for, awarded and entered into the following contracts, copies of which are on file in the office of the City Engineer: A. Grading contract with Signs & Pennick; B. Storm drain contract with Cass Construction; and C. Surveying contract with Hunsaker & Associates. 11.12.02 Prior to the solicitation and award of such bids, the City Engineer reviewed the procedures proposed to be used by the Developer in the solicitation and award of such bids and determined that such procedures substantially complied with the proposed Administrative Procedures and, therefore, the solicitation and award of such contracts shall be deemed to comply with the provisions of this Section 3. Notwithstanding the foregoing, such determination of compliance shall not constitute a waiver of any provision of the laws of the State of California that may apply to the solicitation, award or administration of such contracts. Prior to establishment of the Administrative Procedures by the City Engineer, contracts for the construction of the Improvements, other than the contracts identified in the preceding paragraph, shall be bid and awarded pursuant to procedures and requirements approved by the City Engineer. Such approval shall not, however, constitute a waiver of any provision of the laws of the State of California that may apply to the solicitation, award or administration of such contracts. SECTION 4. Inspection and Acceptance of the Improvements. The construction activities relating to the Improvements shall be subject at all reasonable times to inspection by authorized representatives of City pursuant to the terms and conditions of the Subdivision Improvement Agreement. SECTION 5. Eligibility of Payment of the Base Increment or Retained Increment. Once an Improvement is substantially complete, then such Improvement shall be eligible for payment of the Base Increment of the Purchase Price (as defined in Section 7 below). For purposes of this Agreement, an Improvement shall be deemed "substantially complete" when construction or work with respect to the Improvement has progressed to the point where it is sufficiently complete in the judgment of the City Engineer of the City or his or her designee (the "City Engineer") so that the Improvement is open to the public or otherwise could be opened to the public but for the fact that such opening has been withheld or delayed solely by the City An Improvement shall be eligible for payment of the Retained Increment (as defined in Section 7 below) of the Purchase Price for such Improvement upon the determination by the City Engineer that each of the following has occurred: (a) Acceptance of the Improvement by the City pursuant to the Subdivision Improvement Agreement and the City's municipal code; and (b) The Notice of Completion for the Improvement has been recorded as provided for in Section 6 below and a period of at least 35 days has elapsed since the date of such recordation. SECTION 6. Notice of Completion and Lien Releases. Upon completion of the construction of an Improvement, Developer shall notify the City Engineer in writing of such completion and shall prepare and execute a Notice of Completion for such Improvement in the form prescribed by Section 3093 of the California Civil Code and shall record such notice in the Official Records of the County of San Diego. Developer shall cause its contractors to provide unconditional lien releases for such Improvement in accordance with Section 3262 of the Civil Code. 11.12.02 SECTION 7. Payment of Purchase Price. (a) Amount of Purchase Price. The amount to be paid by City for the Improvements to be acquired from Developer (the "Purchase Price") shall, as to each such Improvement, be determined by City in accordance with the provisions of this Section. The Purchase Price shall equal the lesser of the actual cost or the value of the Improvement; provided, however, if the Financing District is an assessment district, the value of an Improvement shall equal the aggregate special benefit received by the Property from the Improvement as determined by the assessment engineer retained by the City and shown in the final assessment engineer's report as approved by the City Council. The estimated costs of the Improvements are shown in Exhibit B. The actual cost of an Improvement for purposes of determining the Purchase Price of such Improvement shall include all costs of construction thereof and all incidental costs of the construction of such Improvement eligible under the Financing District Law and the City Financing District Policies, including the following: (i) Usual and customary design and engineering costs including civil engineering, soils engineering, landscape architecture, survey and construction staking, utility engineering and coordination, plan check and inspection fees as they relate to the Improvements only. (ii) Costs of acquisition of off-site rights-of-way and/or easements located on properties not owned by the Developer including the following: a. Appraisal and title insurance costs; b. Costs of preparing acquisition plats; c. The appraised value or actual cost of right-of-way or easement, whichever is less; provided, however, the amount authorized to be included in the cost of acquisition for right-of-way to be acquired from the Carlsbad Unified School District pursuant to this subsection c. shall be subject to determination by the City at a future date; and d. Legal fees and costs approved by the City Attorney related to (1) the negotiated acquisition of such rights-of-way or easements, e.g., preparation of a purchase agreement and related escrow instructions, or (2) acquisition through eminent domain proceedings. (iii) The cost of the acquisition of the leasehold interest of Parkway Nursery as the lessee of land owned by the Developer within the right-of-way alignment for Cannon Road necessary to enable the Developer to provide the City with clear title to such right-of- way including the following: a. The appraised value of such leasehold interest as determined by an appraisal conducted for the City; and 16 11.12.02 b. Relocation expenses, if any, which are legally required to be provided to such lessee. (iv) Costs of environmental review, permitting and habitat mitigation related to the Improvement, including the value of the land owned by the Developer required for such mitigation and not required to be dedicated to the City or a third party as a condition of approval of the land use entitlements for the development of the property within the District, to the extent authorized to be financed pursuant to the City Financing District Policies and not previously reimbursed. The value of any such land shall be the lesser of (1) the amount paid by the Developer to acquire such land plus the cost, if any, to convert such land to wetlands or habitat, as applicable, or (2) $110,000 per acre for wetland mitigation land and $29,693 per acre for other habitat mitigation land. The actual value of any such land that may be included in the Purchase Price of an Improvement may be further limited by the rules of the Internal Revenue Service of the United States government if such land is to be owned by an entity that is not a political subdivision or a qualified 501(c)3 corporation. The mitigation that may be financed shall be limited to the scope of mitigation necessary to mitigate the impacts of such Improvement on existing residences as set forth in the applicable environmental documentation for the«Improvements. (v) An amount equal to 4.5% of the direct cost of construction of the Improvement (excluding all incidental costs, including but not limited to, the costs set forth in subparagraphs (i), (ii) and (Hi)) for Developer's overhead, construction management and supervision, including all on-site supervision. (vi) An amount equal to 1.5% of the direct cost of construction of the Improvement, excluding all incidental costs, including but not limited to, the costs set forth in subparagraphs (i), (ii) and (iii), for costs of preiriums paid for improvement and/or performance bonds relating to construction of the Improvements. (vii) An amount equal to 1.8% of the direct cost of construction of the Improvement, excluding all incidental costs, including but not limited to, the costs set forth in subparagraphs (i), (ii) and (iii), to reimburse Developer for the allocable portion of premiums paid by Developer for blanket liability insurance coverage. However, in no event shall the actual cost or value of the construction of the Improvements be deemed to exceed the total of (A) the construction contract prices set forth in the contracts and change orders approved in accordance with the Administrative Procedures and (B) the additional items in (i) through (vii) above. (b) Incremental Payment of Purchase Price. The Purchase Price for an Improvement shall be payable in not to exceed two increments: the "Base Increment" which shall be an amount equal to 90% of the Purchase Price for such Improvement and the "Retained Increment" which shall be an amount not to exceed the remaining, unpaid portion of the Purchase Price for an Improvement determined pursuant to the provisions of (a) above upon completion.of the Improvement. 11.12.02 (c) Requisition for Incremental Payment of Purchase Price. (i) Base Increment. The Developer may submit a written request or written requests to the City Engineer for the payment of 90% of the costs incurred to the date of the request for payment of the Base Increment for an Improvement when such Improvement is substantially complete as such term is described in Section 5 above. Each Base Increment payment request must be in the form attached hereto as Exhibit C, which is incorporated herein by this reference, and shall be properly executed. Each request for payment of the Base Increment for an Improvement shall be accompanied by a copy of the following documents related to the construction of such Improvement and supporting the particular payment request: (1) a list including the name of each applicable contractor, subcontractor and materialman for the Improvement, (2) each applicable construction contract (unless submitted with a prior payment request in which case reference shall be made to such contract and such prior payment request), (3) each applicable change order (unless submitted with a prior payment request in which case reference shall be made to such change order and such prior payment request), (4) each applicable invoice submitted pursuant to such construction contracts, (5) copies of the front and back of cancelled checks or other evidence of payment of each invoice satisfactory to the City Engineer and (6) written conditional lien releases executed by each applicable contractor, subcontractor and materialman in a form satisfactory to the City Attorney of the City (the "City Attorney") for the Improvement. (ii) Retained Increment The Developer may submit a written request or written requests to the City Engineer for the payment of the Retained Increment for an Improvement in the form attached hereto as Exhibit C, which is incorporated herein by this reference. (iii) Improvements Financed from the Proceeds of a Loan Secured by the Property, If an assessment district is formed to finance the acquisition of the Improvements, the Developer constructing any such Improvement must as a precondition to any payment by the City for such Improvement provide a letter to the City Engineer specifying how the construction of such Improvement was financed. If any such Improvement was financed, in whole or in part, from the proceeds of a loan secured by a mortgage or deed of trust upon the Property or any portion thereof, any payment request submitted hereunder must be executed by an authorized representative of such lender acknowledging and agreeing to the payment to the payee as set forth in the payment request or the City Engineer shall have otherwise received written instructions from and executed by an authorized representative of such lender and the Developer with respect to such payment. (d) Review of Payment Request The City Engineer or his designee shall review each payment request and the supporting documentation accompanying such payment request If the City Engineer finds that any such payment request is incomplete, improper or otherwise not suitable for approval, the City Engineer shall inform Developer in writing within sixty (60) days after receipt thereof, the reasons for his or her finding. Developer shall have the right to respond to this finding by submitting further documentation and/or to resubmit the payment request The City Engineer shall review any further documentation received from the Developer in support of a payment request and inform 11.12.02 Developer of his or her approval or denial of the payment request as supplemented in accordance with this Section within twenty (20) days after receipt of the supplemental documentation. A resubmittal of a payment request shall be deemed a new payment request for purposes of this Section. Costs incurred under a construction contract for an Improvement entered into pursuant to the requirements of this Agreement and change orders approved in accordance with the Administrative Procedures are deemed to be reasonable and, subject to the other provisions of this Agreement, shall be included in the Purchase Price for such Improvement. The City Engineer shall, after the sale of the Bonds pursuant to Section 16 the proceeds of which are intended to be used to acquire the subject Improvements and after his or her approval of a payment request, immediately forward a request to the Finance Director of the City notifying the Finance Director of his or her approval of the payment request and requesting that such payment be made to the appropriate payee. The Finance Director shall process any such request of the City Engineer pursuant to the applicable procedures of the Finance Department and shall make or authorize such payment pursuant to such procedures and subsection (e) below. (e) Payment (i) Payment for Improvements. The City and the Developer acknowledge and agree that the aggregate amount to be paid by the City to acquire the Improvements is limited to the aggregate amount of the Bond proceeds that will be available for the payment thereof. (it) Timing of the Payment of the Purchase Price for an Improvement Subject to the limitations contained in (iii) and (iv) below, the increment of the Purchase Price for each Improvement shall be paid to Developer within thirty (30) days after the date of the City Engineer's approval of the payment request for any such increment; provided, however, no Retained Increment may be paid earlier than thirty-five (35) days after the recording of a Notice of Completion for the Improvement (iii) Source of Payment Except as provided in the following paragraph, the Purchase Price or any increment thereof for an Improvement shall be payable to the Developer solely from those proceeds of the sale of the Bonds as provided in Section 16 hereof authorized and designated for the payment for such Improvement, after all costs of formation of the Financing District and all costs of issuance of such Bonds have been paid and deposits of accrued and capitalized interest to the redemption fund and the initial deposit to the reserve fund have been made. (iv) Withholding of Payment In addition to the foregoing, the City shall have the right to withhold payment of the Purchase Price or any increment thereof of any Improvement if (a) the Developer is delinquent in the payment of (1) any assessment installments or special taxes, as applicable, levied by the City and/or (2) ad valorem taxes levied on properties then owned by the Developer within the Financing District, (b) the City Engineer reasonably determines that the Developer is not then in substantial compliance with all applicable I/IP 11.12.02 conditions and obligations imposed upon the Developer hereunder or under the Subdivision Improvement Agreement or upon the Development pursuant to the land use entitlements approved by the City for the Development, including but not limited to, payment of all applicable fees, dedication of all applicable rights-of-way or other property, and construction of all applicable public improvements. The Finance Director shall provide written notice to the Developer of the decision to withhold any such payment and shall specify the reason for such decision. If the payment is withheld as a result of the delinquency in the payment of assessment installments or special taxes, the notice shall identify the delinquent parcels and the amount of such delinquency. If the payment is withheld as a result of substantial non- compliance with a condition or obligation, the notice shall specify such condition or obligation and what action will be necessary by the Developer to substantially comply with such condition or obligation. Upon receipt by the Finance Director of evidence reasonably satisfactory to the Finance Director of the payment of the delinquent assessments or special taxes or upon the determination by the Finance Director that the Developer has substantially complied with the subject condition or obligation, the Finance Director shall forthwith cause any payment which has been withheld pursuant to the provisions of this paragraph to be made. SECTION 8. Audit. The authorized representatives of City shall have the right, upon five (5) days, i.e., days on which the City offices are open for business, prior written notice to Developer and during normal business hours, to review all books and records of Developer pertaining to costs and expenses incurred by Developer in construction of the Improvements. SECTION 9. Indemnification by Developer. Developer shall defend, indemnify and hold harmless the City, its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, including court costs and reasonable attorneys' fees by reason of, or resulting from, or arising out of the proceedings to form the Financing District. Notwithstanding the foregoing, Developer shall have no obligation to defend, indemnify or hold harmless the City, its officers, directors, employees and agents from and against any such claims, liabilities, losses or damages (including court costs and attorneys' fees) which result from or arise out of the sole negligence or willful misconduct of the City, its officers, directors, employees, or agents. SECTION 10. Obligation of City. The City has no legal or financial obligation to construct or finance the actual construction of the Improvements. All costs incurred for actual construction of the Improvements, including all incidentals thereto, shall be borne by Developer, and the obligations of the City are limited to the acquisition of the Improvements pursuant to the provisions of this Agreement. SECTION 11. Failure by Developer to Construct Improvements. If the City determines at any time following commencement of the construction of any Improvement that such construction has not been completed prior to the deadline date for completion of such Improvement as set forth in the Subdivision Improvement Agreement, the City may give written notice of such failure of performance to the Developer. Developer shall have sixty (60) days from the date of receipt of such notice to either (i) cure such failure of performance by demonstrating to the satisfaction of the City during such cure period reasonable progress in the construction of the Improvement and a continuing 17 11.12.02 ability to complete the construction of such Improvement in accordance with the Subdivision Improvement Agreement or (ii) reasonably demonstrate that such failure of performance is due to circumstances or conditions beyond Developer's reasonable control ("Force Majeure") including, without limitation, the City's actions, omissions or inaction which result in a delay of performance by Developer, labor disputes, acts of God, war, riots, insurrections, civil commotions, moratoriums, inability to obtain labor or materials or reasonable substitutes for either, fire, unusual delay in transportation, and adverse weather conditions. Should Developer fail to reasonably demonstrate such reasonable progress or such continuing ability to complete the construction of such Improvement or Force Majeure, the obligation of the City to pay the Purchase Price for the acquisition of such Improvement pursuant to this Agreement may be terminated by the City by providing ten (10) days written notice to the Developer. Upon termination, the City may in its sole discretion then proceed to advertise and bid the balance of the construction of such Improvement, and except as provided in the following sentence there will be no further obligation on the part of the City for payment of the Purchase Price for such Improvement due to Developer pursuant to this Agreement. If, following the completion of the construction of such Improvement pursuant to a contract awarded by the City, there are surplus Bond proceeds that are eligible and authorized to be used to finance the acquisition of such Improvement, the Developer shall be entitled to payment to the extent of such funds of an amount equal to the costs, as determined the City Engineer, incurred by the Developer prior to such termination for the construction of such Improvement. In the event that the City chooses not to advertise and bid the balance of the construction of any such Improvement following such a termination, any monies remaining in the improvement fund for the District and set aside for the acquisition of such Improvement shall be transferred to the redemption fund for the Bonds and used to call outstanding Bonds. The provisions of this Section 11 shall constitute a cumulative remedy for the failure of the Developer to complete the construction of an Improvement by the deadline date set forth in the Subdivision Improvement Agreement. Exercise by the City of its rights provided by this Section 11 shall not constitute a waiver of any remedy that the City may have under the Subdivision Improvement Agreement in the event of a default by the Developer thereunder. SECTION 12. Agreement Contingent. This Agreement is contingent upon the formation of the Financing District, the authorization by the owners of property within the Financing District to levy assessments or special taxes therein and the successful sale of Bonds, and it shall be null and void if the first series of Bonds is not sold within a five (5) year period following the date of this Agreement This time can be extended by request of the Developer and concurrence of the City Council. The City may, at its option, suspend the performance of its obligations under this Agreement if, during the 30-day statute of limitations period following the formation of the Financing District, any legal challenge is filed relating to the validity or enforceability of this Agreement, the Financing District proceedings or the issuance of the Bonds. The obligations of the City hereunder shall be reinstated upon the entry of a final judgment in any such proceedings upholding the validity and enforceability of the Agreement, the Financing District proceedings and die issuance of the Bonds, hi the event that a final judgment or other final and non-appealable resolution is entered invalidating f/S 11.12.02 or declaring unenforceable this Agreement, the Financing District proceedings or the issuance of the Bonds, the City may, at its option, terminate this Agreement. SECTION 13. Notice of Assessment or Special Tax. Developer, or the successor or assigns of the Developer, shall provide written notice as required by the Financing District Law and/or the City Financing District Policies to all potential purchasers of lots in a form approved by the City Council. A copy of all such notices executed by actual purchasers shall be sent to the Finance Director. SECTION 14. Relationship to Public Works. This Agreement is for the acquisition of certain Improvements by City and the sale of the Bonds for the payment of acquisition costs for such Improvements and such other amounts as are herein provided, and is not intended to be a public works contract. In performing its obligations under this Agreement, Developer is an independent contractor and not the agent of City. City shall have no responsibility for payment to any contractor or supplier of Developer. SECTION 15. Assessments or Special Taxes - Compliance with City Financing District Policies. Assessments or special taxes, as applicable, levied within the Financing District shall comply with all applicable provisions of the Financing District Law and the City Financing District Policies unless a specific waiver of policy is approved by the City Council. SECTION 16. Sale of Bonds. If and when the Financing District is successfully formed and authorization for the levy of assessments or special taxes approved by the owners of property within the Financing District and authorization for the issuance of bonds approved, all in accordance with the Financing District Law and City Financing District Policies, the City shall proceed with the issuance and sale of a separate series of Bonds secured by unpaid assessments or special taxes, as applicable, on the properties within each benefit area or improvement area, as applicable, in the Financing District pursuant to the Financing District Law. Each series of the Bonds shall be sized so mat as of the date of issuance the aggregate appraised value of all properties within (a) each benefit area or improvement area, (b) each village as designated on the land use entitlements applicable to the Calavera Hills Property and (c) each planning area as designated on the land use entitlements applicable to the Robertson Ranch Property of the Financing District securing the repayment of such Bonds shall be at least four (4) times the Land Secured Debt (defined below) allocable to each such property. "Land Secured Debt" means as to any assessed or taxable property, as applicable, the principal amount of all outstanding Bonds allocable to such property, together with the principal amount of any other indebtedness of any community facilities district secured by the levy of special taxes which is allocable to such parcel and the principal amount of any other fixed lien assessment levied against such property. The appraised value of such property for purposes of this paragraph shall be determined by an independent appraisal undertaken for the City utilizing appraisal assumptions approved by the City. The City may, in its sole discretion, accept a lower ratio of appraised value to Land Secured Debt or accept a form or forms of credit enhancement such as a letter of credit, cash deposit, Bond insurance or the escrow of Bond proceeds to offset a deficiency in the required value-to-debt ratio. In addition to and as a separate requirement, the total of the following taxes, assessments and special taxes appearing on the property tax bill, shall not exceed one point eight percent (1.8%) of 10 11.12.02 the sales price of newly developed properties subject to the assessment or special tax lien, as applicable, of the Financing District as of the date of the close of escrow of the initial sale of any residential dwelling unit to such residential homeowner: A. Ad valorem property taxes. B. Voter approved ad valorem property taxes in excess of one percent (1%) of the assessed value of the subject property. C. The estimated annual special taxes levied by all community facilities districts under consideration and any other community facilities district or other public agency. D. The annual assessment installments, including administrative surcharge, for any existing or proposed assessment district whether such assessment installments are utilized to pay debt service on bonds issued for such assessment district or to pay for maintenance or services. The proceeds of each series of the Bonds shall be used in the following priority to (i) fund a reserve fund for the payment of principal and interest with respect to such Bonds; (ii) fund capitalized interest on such Bonds in an amount approved by the City; (iii) pay for costs of issuance of such Bonds including, without limitation, underwriter's discount, bond counsel fees, printing, and fiscal agent fees; (iv) pay for that portion of the costs of forming the Financing District allocable to the benefit area or improvement area for which such series of Bonds is being issued, including reimbursement of advances of funds to the City by Developer to pay costs incurred by the City in the formation of the Financing District and the issuance of die Bonds; and (v) pay the proportionate share of the costs of acquisition of the Improvements allocated to the benefit area or improvement area for which such series of Bonds is being issued pursuant to the provisions of this Agreement and consistent with the priorities set forth herein. The documents providing for the issuance of each series of the Bonds shall provide for the establishment of separate funds and accounts for each such series of the Bonds; provided, however, this requirement shall not apply to any bonds issued to refund any or all series of the Bonds. The timing of the issuance and sale of each series of the Bonds, the terms and conditions upon which such Bonds shall be issued and sold, tile method of sale of such Bonds and the pricing thereof shall be determined solely by the City and shall conform to the applicable policies of the City and this Agreement The sale of each series of the Bonds shall be subject to receipt by the City of a competitively bid or negotiated bond purchase agreement which is acceptable to the City. The sale of each series of the Bonds shall also be conditional upon the preparation of an official statement that is, in the sole judgment of the City, "deemed final" as such term is used in Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). Developer, on behalf of itself, any affiliates of the Developer and any successor or assign of the Developer, agrees (a) to provide all information regarding the development of its property within the Financing District, including the financing plan for such development, which are necessary to ensure that the official statement for such series of the Bonds secured by such Developer's property within the Financing District complies with the requirements of the Rule and all other applicable federal and state securities laws; (b) to enter into a continuing disclosure agreement to provide such 11 11.12.02 continuing disclosure pertaining to the Financing District, the development thereof and the Developer as necessary to ensure ongoing compliance with the continuing disclosure requirements of the Rule and (c) to cause its counsel to provide an opinion of such counsel in a form satisfactory to the underwriter of such series of the Bonds and underwriter's counsel or disclosure counsel, as applicable. SECTION 17. Effect of This Agreement on Other Agreements. Except as specifically provided herein, nothing contained herein shall be construed as releasing Developer from any condition of development or requirement imposed by any other agreement with City. SECTION 18. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval, discretion or acceptance of any party hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval or acceptance not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard SECTION 19. Entire Agreement; Amendment. This Agreement and the agreements expressly referred to herein contains all of the agreements of the parties hereto with respect to the matters contained herein and no prior or contemporaneous agreement or understandings, oral or written, pertaining to any such matters shall be effective for any purpose. No provision of this Agreement may be modified, waived, amended or added to except by a writing signed by the party against which the enforcement of such modification, waiver, amendment or addition is or may be sought. SECTION 20. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either party shall be deemed to have been received when personally delivered or seventy-two (72) hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows: Developer: Calavera Hills IILLC 2727 Hoover Avenue National City, CA 91950 Attn: Brian Milich City: City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Attn: City Engineer/Engineering Services Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party. SECTION 21. Severability. If any provision of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 12 11.12.02 SECTION 22. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Developer may not assign its rights or obligations hereunder except upon written notice to City indicating the name and address of the assignee. Upon such notice and the assumption by the assignee of the rights, duties and obligations of the Developer arising under or from this Agreement, Developer shall be released by City from all future duties or obligations rising under or from this Agreement Notwithstanding the preceding sentence, Developer may assign its rights and obligations hereunder as security to lenders for the purpose of obtaining loans to finance development within the Financing District, but no such assignment shall release Developer from its obligations hereunder to City. SECTION 23. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. Additionally, this Agreement and the construction of the Improvements shall be subject to all City ordinances and regulations relating to the requirement of improvement agreements, land division, improvement security or other applicable development requirements. SECTION 24. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by any other party, or the failure by a party to exercise its rights under the default of any other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by any other party with the terms of this Agreement thereafter. SECTION 25. Singular and Plural; Gender. As used herein, the singular of any work includes the plural, and terms in the masculine gender shall include the feminine. SECTION 26. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. SECTION 27. Construction of Agreement This Agreement has been reviewed by legal counsel for both the City and the Developer and shall be deemed for all purposes to have been jointly drafted by the City and the Developer. No presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. The language in all parts of this Agreement, in all cases, shall be construed as a whole and in accordance with its fair meaning and not strictly for or against any party and consistent with the provisions hereof, in order to achieve the objectives of the parties hereunder. The captions of the sections and subsections of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of construction. SECTION 28. No Obligation to Form Financing District Developer acknowledges that the decision of the City Council of the City to form the Financing District is a legislative action and the City may not enter into an agreement to obligate the City Council to exercise its legislative discretion in a particular manner or for a particular result This Agreement does not, therefore, in any way create a contractual, legal or equitable obligation of or commitment by the City to approve the formation of the Financing District. 13 11.12.02 SECTION 29. Recitals; Exhibits. Any recitals set forth above and any attached exhibits are incorporated by reference into this Agreement SECTION 30. Authority of Signatories. Each signatory and party hereto hereby represents and warrants to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions and/or other actions have been taken so as to enable such party to enter into this Agreement. [End of page. Next page is signature page.] 14 11.12.02 Signature Page to Acquisition/Financing Agreement by and between the City of Carlsbad and Calavera Hills II, LLC EXECUTED by and between the parties hereto on the day and year first hereinabove written. "CITY" ATTEST: .ORRAINE M. WOOD CITY OF CARLSBAD STATE OF CALIFORNIA ) --"•"-« *~.*.^,.^. \ •*•"*. ii.i-':---;V *V: r.-...f ? ."• :»\.;..-. l-.nJ, . J -..-: * .'-..I ; •.-;. \ ;. ' '*•' M»-r i.;.r,.. :-•* '•"••»• »,_^_^.i CITY OF C of the S By: nBAD, a municipal co brnia )EL MAYOR APPROVED AS TO FORM: R.BALL OF CARLSBAD ATE OF CALIFORNIA "DEVELOPER" CALAVERA HELLS II LLC, a California limited liability company By: McMillin Companies, LLC, a Delaware limited liability company Its Manager S-l CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT afegt^^ :'T05 State of California County of 1ss. On personalty appeared. MiMHidll»o(OltarM-.*.mOM.NolKyl>«Mc1 D personally known to me J2 proved to me on the basis of satisfactory evidence to be the person^f whose named) to'***- subscribed to the within instalment and acknowledged to me that ha/sfeeAhey- executed the same in his/hsr/thair authorized capacityOoTT and that by his/het/their- signaturatf on the instrument the person^, or the entity upon behalf of which the person^f acted, executed the instrument. hand and official seal. OPTIONAL TTiougft ]h« Jnft»mwtion balbw Is fioe iwyu^ fnuduttnt IWTOVB/ «VK^ mtttchfntnt of this toftn to «wiotfw docuniwil.' Description of Attached Document TTtte or Type of Document Document Date: Number of Pages: Signer(s) Other Than Named Above:. Capactty(ies) Claimed by Signer Signer's Name:. D Individual D Corporate Officer — TWe(s): D Farmer—D Limited D General O Attomey-in-Facl O Trustee D Guardian or Conservator D Other. Signer Is Representing.. Top o« BwmC h»« SS^BffgflaSSSgBSgXfe^^ nM.No.WB7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ftreM^^garera^^ State of California San JCounty of . ss. On Om personally appeared_ <*/. *J • >reme._L4£| ". /M/jJT Lose, (f)ch.M Hp£ UJFEGRTEQA CommlMton«ia03Mt Netty PuMc-Cttfemto 8m Diego County 8.2006! O personally known to me proved to me on the basis of satisfactory evidence to be the person^ whose nameU) is/are* subscribed to the within instrument and acknowledged to me that he/cbafttaay executed the same in his/hei/thair- authorized capacrty(iAe)f; and that by his/heftttwir signature^ on the instrument the person^, or the entity upon behalf of which the person^ acted, executed the instrument WITNESSmy hand and seal OPTIONAL Though the information bttow u not ntquind ty Itw, it mqr ptovt vthitnte to persons twlying en th» document ml eouU pnwnt trmiduhnt nmool tnd nttttctvntnt ot W» to«m ID tnothv documtnt. Description of Attached Document Title or Type of Document: Document Date:Number of Pages: Signers) Other Than Named Above: CapacityOes) Claimed by Signer Signer's Name: D Individual D Corporate Officer —Titte(s): D Partner — D Limited D General O Attomey-in-Fact O Trustee D Guardian or Conservator D Other Signer Is Representing: Nowy AMOWIon • MM (to S*» *>«.. HO. •» 2401 11.12.02 Exhibit "A" Map of the Property A-l 27 CANNON ROAD/COLLEGE BOULEVARD EXTENSION FINANCING DISTRICT NO. 01-02 LOCATION MAP !l "HUULJULO NOT TO SCALE PROPOSED FINANCING DISTRICT BOUNDARY PROPOSED DISTRICT IMPROVEMENTS ROBERTSON RANCH EAST PROPERTY CALAVERA HILLS PROPERTY 11.12.02 Exhibit "B" IMPROVEMENT DESCRIPTION, ESTIMATED COSTS And Allocable Share of the Costs of Construction of Improvements Improvement Description and Estimated Costs improvement Estimated Cost2 Improvement No. 1. College Boulevard/Cannon Road connection as follows: College Boulevard from Cannon Road to Carlsbad Village Drive College Boulevard from south end of Calavera Hilte II development to Carlsbad Village Drive (Reach C, full width) - full width grading to major arterial standards including slopes not adjacent to development and any surcharge (but not to include grading outside of the right-of-way in future developed areas), additional grading and improvements for meandering regional trail for bicycles and pedestrians in a public trail easement which is a part of the City-wide trail system, asphalt pavement to major arterial standard width on each side of a raised improved (hardscaping, landscaping and irrigation) median, modification of existing median north of Carlsbad Village Drive to provide left turn pocket non-master plan storm drain facilities (which excludes any Drainage Master Plan facilities subject to reimbursement from Local Drainage Area Fees), curb, gutter and sidewalk, bus turnout and furniture, street lighting, median curb, sewer, water and reclaimed water lines and appurtenances (excluding any portion of such costs reimbursable from sewer and/or water connection fees), erosion control landscaping and irrigation (located within an easement granted to the City), traffic signal at Carlsbad Village Drive and Cannon Road with College Blvd (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees), striping and signage, protection and relocation of existing utilities as required, dry utilities' within the right-of-way as well as environmental mitigation costs and incidental costs of construction to the extent permitted in the Acquisition/Financing Agreement $6,707,862 College Boulevard from Cannon Road to south end of Calavera Hills II development (Reach B center lanes) - full width grading to major arterial standards including slopes not adjacent to development and any surcharge (but not to include grading outside of the right-of-way in future developed areas), additional grading for meandering regional trail for bicycles and pedestrians in a public trail easement which is a part of the City-wide trail system, 18 feet of pavement on each side of a raised unimproved (with an AC cap) median, non-master plan storm drain facilities ( which excludes any Drainage Master Plan facilities subject to reimbursement from Local Drainage Area Fees), median curb, sewer, water and reclaimed water lines and appurtenances (excluding any portion of such costs reimbursable from sewer and/or water connection fees), erosion control landscaping and irrigation (located within an easement granted to the City), transition to full improvements at inlet locations, southerly boundary of Calavera Hills and Cannon Road intersection including curt), gutter and additional paving, traffic signal at Carlsbad Village Drive and Cannon Road with College Blvd (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees), striping and signage, protection and relocation of existing utilities as required, as well as environmental mitigation costs* and incidental costs of construction to the extent permitted in the Acquisition/Financing Agreement. ' $3,055,128 B-l 11.12.02 Cannon Road from El Camino Real to College Boulevard (Reach 3 center lanes) - full width grading to major arterial standards including slopes not adjacent to development and any surcharge (but not to include grading outside of the right-of-way in future developed areas), additional grading for meandering regional trail for bicycles and pedestrians in a public trail easement which is a part of the City-wide trail system, 18 feet of pavement on each side of a raised unimproved (with AC cap) median, any transition improvements needed along El Camino Real, non-master plan storm drain facilities (which excludes any Drainage Master Plan facilities subject to reimbursement from Local Drainage Area Fees), street lighting (partial), median curb, sewer, water and reclaimed lines and appurtenances (excluding any portion of such costs reimbursable from sewer and/or water connection fees), erosion control landscaping and irrigation (located within an easement granted to the City), transition to full improvements at inlet locations and Cannon Road with College Blvd and El Camino Real intersections including curb, gutter and additional paving, signal modification at Cannon Road and El Camino Real (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees), striping and signage, as well as environmental mitigation costs* and incidental costs of construction to the extent permitted in the Acquisition/Financing Agreement $5,189,620 Detention Basin BJB (partial} - grading and construction of a 49 acre-foot Drainage Master Planned storm water retention basin, access road, and outlet structure (excluding any portion of the costs subject to reimbursement from Local Drainage Area Fees), as well as environmental mitigation costs3 and incidental costs of construction to the extent permitted in the Acquisition/Financing Agreement. ' $1.797,342 Improvement No. 2. College Boulevard from Cannon Road to south end of Calavera Hills II development (Reach B frontage improvements) - demolition of interim improvements. 12.5 feet of pavement (outside lanes), curb and gutter, sidewalk, meandering frail, street lighting, median hardscape, landscape and irrigation, dry utilities1 within the right-of-way, striping and signage, traffic signals (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees) and appurtenances, sound walls, arterial road setback landscaping and irrigation, as well as environmental mitigation costs' and incidental costs of construction to the extent permitted in the Acquisition/Financing Agreement $1.653.406 Improvement No. 3. Cannon Road from El Camino Real to College Boulevard (Reach 3 frontage improvements) - demolition of interim improvements, 12.5 feet of pavement (outside lanes), curb and gutter, sidewalk, meandering trail, street lighting, median landscape and irrigation and median paving, dry utilities1 within the right-of-way, striping and signage. traffic signals (excluding those portions reimbursed from Traffic Impact Fees and Public Facilities Fees) and appurtenances, sound walls, arterial road setback landscaping and irrigation, as well as environmental mitigation costs* and incidental costs of construction to the extent permitted in the Acquisition/Financing Agreement $3,092,568 Totals $21.495.925 I/ The description of the Improvements set forth in this Exhibit "B" is preliminary and general. The final list of improvements shall be as approved by the City Council at time of district formation. 21 Cost estimates are preliminary. In the event that the Financing District is an assessment district, the cost estimates set forth above have been generally based upon the assessment engineer's preliminary determination of the special benefit from the Improvements to be received by that portion of the Property that will subject to assessment (the "Assessed Special Benefit") and such cost estimates exclude the general benefit to be received from the Improvements. Such cost estimates do not however, exclude the special benefit if any, to be received by that portion of the Property that is or will be owned by any Agency as such term is defined in Government Code Section 53570(a), the State of California or the United States Government The actual value of any Improvement upon which the Purchase Price for such Improvement may be based shafl equal the aggregate Assessed Special Benefit for such Improvement as finally determined by the assessment engineer and set forth in the final Engineer's Report and confirmed by the City Council (the "Confirmed Assessed Special Benefit"). The Confirmed Assessed Special Benefit shall be net of any portion of the cost of construction of the Improvements that represents (a) the general benefit to be received from the Improvements and (b) the special benefit to be received B-2 11.12.02 by the portion of the Property that is or will be owned by any Agency, the State of California or the United States Government. Any such portion of the cost shall be bom solely by the Developers as a Developer contribution in the form of a reduction in the Purchase Price for such Improvements to an amount not to exceed the Confirmed Assessed Special Benefit. 3/ The aggregate amount of the cost of dry utilities or mitigation land which are to be owned by an entity other than a 'political subdivision* as such term is used in the Internal Revenue Code and regulations of the Internal Revenue Service which may be financed from the proceeds of tax exempt bonds issued for the Financing District shall be limited to 5% of the proceeds of such bonds which are eligible to be used to finance the acquisition of the Improvements. B-3 I3/ 11.12.02 EXHIBIT "C" PAYMENT REQUEST NO. The undersigned (the "Developer") hereby requests payment in the total amount of $ for the Base and/or Retained Increment of the Purchase Price of the Improvements (as defined in the Acquisition/Financing Agreement by and among the City of Carlsbad (the "City") and Developer and described in Exhibit A to that Agreement), all as more fully described in Attachment 1 hereto. In connection with this Payment Request, the undersigned hereby certifies, represents and warrants to the City as follows: 1. He(she) is a duly authorized representative or signatory of Developer, qualified to execute this Payment Request for payment on behalf of Developer and is knowledgeable as to the matters set forth herein. 2. The Improvements for which payment is requested were constructed in accordance with the requirements of the Agreement 3. If this Payment Request is for payment of all or a portion of the Base Increment Include the following sentence: The Improvements that are the subject of this Payment Request for payment of the Base Increment have been opened by the City for use by the public or can be opened for use the public but such opening has been deferred solely by the City. If this Payment Request is for payment of all or a portion of the Retained Increment include the following sentence: The Improvements that are the subject of this Payment Request for payment of the Retained Increment have been accepted by the City Council of the City and the Notice of Completion for such Improvements, a copy of which is attached as Attachment 2 hereto, was recorded in the Office of the County Recorder of the County of San Diego on , 20 . 4. The Purchase Price for the Improvements has been calculated in conformance with the terms of the Agreement All costs for which payment is requested hereby are eligible costs (as permitted in the Agreement) and have not been inflated in any respect The Base and/or Retained Increment for which payment is requested has not been the subject of any prior payment request paid by the City. 5. Supporting documentation (such as third party invoices, change orders and checks) is attached with respect to each cost for which payment is requested. 6. No mechanics liens or other encumbrances have attached, or to the best knowledge of Developer, after due inquiry, will attach to the Improvements. C- 4 11.12.02 I hereby declare under penalty of perjury that the above representations and warranties are true and correct. DEVELOPER: Dated: CITY Payment Request Approved for Submission to Finance Director City Engineer Dated: C- 5 133 11.12.02 ATTACHMENT 1 SUMMARY OF IMPROVEMENTS TO BE ACQUIRED AS PART OF PAYMENT REQUEST NO. Improvement Amount Previously Paid Towards Purchase Price Amount of Payment Requested [List here all Improvements for which payment is requested, and attach supporting documentation] C- 1 APPENDIX C Environmental Certification Notice of Determination To: 13 Off ice of Planning and Research From: CITY OF CARLSBAD P.O. Box 3044 Planning Department Sacramento, CA 95812-3044 1635 Faraday Avenue Carlsbad, CA 92009 £3 SD County Clerk (760)602-4600 Attn: Anthony J. Consul Mail Stop A-33 1600 Pacific Highway San Diego, CA 92101 Project No: EIR 03-03/MP 02-03/GPA 02-04/LFMP 14(B)/HMP 06-04/CT 02-26/HDP 02-07/ SUP 02-05 Filing of Notice of Determination in compliance with Section 21108 or 21152 of the Public Resources Code. Robertson Ranch Master Plan and Robertson Ranch East Village Master Tentative Map Project Title 2004051039 City of Carlsbad, Barbara Kennedy (760) 602- 4626 State Clearinghouse No. Lead Agency, Contact Person Telephone Number North of El Camino Real, east of Tamarack Avenue, and east and west of College Boulevard and Cannon Road, Carlsbad CA, San Diego County (APN# 208-010-36,168-050-47, -54 & -56) Project Locations (include County) Name of Applicant: McMillin Land Development (Brian Milieh) Applicant's Address: P.O. Box 85104 San Diego, CA 92816-5104 Applicant's Telephone Number: (619) 794-1308 Project Description: The project includes approval of a Program EIR, the Robertson Ranch Master Plan, General Plan Amendment, Local Facilities Management Plan amendment, Habitat Management Plan Permit, Master Tentative Map for the East Village, Special Use Permit (Floodplain), and Hillside Development Permit. The proposed Master Plan would provide 1,122 dwelling units (with alternatives allowing up to up to 1,154 dwelling units) of varying densities. At least 15% of the units are required to be affordable to lower income households to meet the City's inclusionary housing requirements. In addition to the residential component, the master plan proposes a local shopping center, community facility sites, elementary school site, public park, community recreation areas, RV storage, roads, water quality detention basins and open space pursuant to the requirements of the City's Habitat Management Plan (HMP). The East Village Master Tentative Map subdivides the East Village project area into the various planning areas and allows for major infrastructure improvements and mass grading of the site. This is to advise that the City of Carlsbad has approved the above described project on November 14, 2006, and has made the following determination regarding the above described project. 1. The project will have a significant effect on the environment 2. £3 An Environmental Impact report was prepared for this project pursuant to the provisions of CEQA. Revised December 2004 I I A Negative Declaration was prepared for this project pursuant to the provisions of CEQA. i~~| This project was reviewed previously and a Negative Declaration was prepared pursuant to the provisions of CEQA. 3. Mitigation measures were made a condition of the approval of the project. 4. A mitigation reporting or monitoring plan was adopted for this project. 5. A statement of Overriding Considerations was adopted for this project. 6. Findings were made pursuant to the provisions of CEQA, This is to certify that the final Program EIR 03-03 with comments and responses and record of project approval is available to the General Public at THE CITY OF CARLSBAD. DON NEU, Acting Planning Director Date Date received for filing at OPR: Revised December 2004 CORKY MCMILLIN CONSTRUCTION SERVICES,INC SAN DIEGO COUNTY-CLERK Voucher Invoice Date Job Number Invoice Description Invoice Amount Amount Held Net Amount 11200600442 110606 11/06/06 875.00 061260 CA DEPT OF FISH & GAME REVIEW FEE EIR 875.00 875.00 PAYEE: SAN DIEGO COUNTY CLERK VNDR: 20660 CHK NO: 875.00 1056128 AV The Corky McMillin Companies • •IMIr • Ueflgw • L««l Omlinmal • HOT.. • ComnvcM CORKY MCMILLIN CONSTRUCTION SERVICES, INC CALAVERA II P.O. BOX 85104SAN DIEGO, CA 92186-5104 (619)477-4117 WESTERN FINANCIAL 15750 ALTON PARKWAY IRVINE, CA 92618 90-8575/3222 DATE 11/06/06 CHECK NO. 1056128 AMOUNT $*********875.QO EIGHT HUNDRED SEVENTY-FIVE DOLLARS AND 00 CENTS SAN DIEGO COUNTY CLERK ORDER OF APPENDIX D Property Owner's List 13? APPENDIX D PROPERTY OWNER LIST ROBERTSON RANCH EAST ASSESSMENT NUMBER 10-1 thru 10-12 PROPERTY OWNER Calavera Hills II, LLC c/o McMillin Companies LLC 2750 Womble Road San Diego, CA 92106 APPENDIX E Detailed Cost Information College Boulevard, Reach B Frontage Improvements Q. C Job Number 061791Reach B, Frontage Ir•om i 2m *o5 1CDO ooS coo ooc Q IO 1 Sic 1 C ^= ^S §O coEE 3 §oI "c uO0 «j c ^& cn a 1 Item Of WorkCD a><u<oa>a><o<Ba> <0 COCOCOCOCOCOCOCD 'P'2'P'S.1 .1 11 .§ .i I .i E jo g <5 ra UJ UJUJUJUJUJUJUJUJ XXXX S OOOOOOOOo CNOOOr*U) V) tft tf> Vt V* *f* W *A CO O O O GOo o o o oCO* o" O~ ^ Olin co tn -fl- » 8 §f 88S8 88| S 8 8 8 8 w f^" tfl- pj~ tft V* w> w .. (JQ~ Q~ CD^ ^y~ M" <* t» «A- <A «e *- o oooorjooo CMOOOo 0100*00000 coooo §04 w <N tft e» O O c^i co O O OJ W W tft Q" Q~ CO tO 5 Siiu!ico™32 !35™o e mjniOT-^cN ^^^o tO (D OT-" csf o> oi £CO tf> m tr 1 § 1 1 1 1 1 1 1 1 8 8888S88.8 5 Si^fe^S r- <-OtOtf>IO-«-*-CM8OJ COtn co T-" C4~ 00" 1 I §882 S <x 8 a s I|S 1 ! s * £. 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CO 0>a: Number 061791ch B, Frontage Imp.-° S0 *-j oc •om m •om m o>r- T" tt> o c £ oO oo | 5 «3 I °c i 3 ~ D a2a mments Ioo _ 2oi c oO "c 10 O Of Work 1i (DO) CD CD CD CO (0 CO CO COE .E £ .i E 0} (A (/> tO WLU LU LLJ UJ 111 OOO ID UJ OOO **> ^1 °. *. W £> °- °- P. °t *- CN rt CM CO »Q -r- ooo ^r-«» ooo 3 CD to t^ fe & S5 § O 00 O Oo ^r o o O O "^ O O«• «j in to <» 1 CO III §5 illso" 5" •»- hi" iC o s •* ?T-(NC» h~h- CMCTIO e> 5 88 S 88 CO O O) O Ow 8- ° § 1 ** w » » U. < CO CO CO_l UJ _l _l _J "-' u ^o ^ 8 2 « S i s « 8 ^ I S S I 5 1c 13 — » t- W SoO H• • J fc S 5 o S.|o o 1 I! 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S O}" (D*W flO 8 8- *- UJs a (OOUI u O) 2 <u IQ. &S ro<Da APPENDIX E Detailed Cost Information 84 Inch Storm Drain •o ffi •a CQ •a ffi 13in r- CNto T— T-Job Number 062984" Storm DrainQ O O O M0 0 So "E ^^0O0 «i c > 1<n O "c I 0 M0 O 1 "E oo *.*c > c<fl3a 1 Item Of Work<D ra inUJ o oo o0 0 in" U>"CM C4 OO 8O_ CM <o oo ^* o o oo CM N OO O* 8 8 CO OO STAKINGStaking Grading & MiscStaking Storm DrainSTAKINGo 600 C C.9 .2t5 ^j -t= i=05 00c: c O 0O O O O §o oo oOO 40 CO "fr" ofT- <ft «N O OO O §0o oo~ -^ <f) OT r- ^ §o oo oCO CO <D ^" <M*^- e* « o oo o 8 00O 00s* CO CO -t- ^ cf EARTHWORKDev Water Mob & Prep MiscDemolition (Removal & HaulEARTHWORKdOco•£5 E COcoO 01- 8 | in to 8oo<o_ at CO *- 8 §CO OOin to oooo00 in W ^- _, A EROSION CONTROErosion ControlErosion Control MiscEROSION CONTR(OOOO OOOOO 0 00OOOO OOOOO O OO cccc ccccc c c. c.OOOO OOOOO 0 OO o t3 t5 o a 'o "o t3 'tS 'o t3 tS 2222 22S2E 2 22^oo>'ooH(O to'wto'colo to co^occcc c c c: c c c ccOOOO OOOOO O OOOOOO OOOOO 0 00 OOOO OOOOO O OO1- H t- 1- H 1- 1- t- 1- H HI- O<OO<D OOOOO O OON<o-<-in-^- OOOOT- o ^-ocsr^ooo^r o o m o to h- oocnT-CO^-^- •^•co<or--o> to m^-eo m w <o- w- «> «• co« s S OOO OOOOO O OOpop ppppp p PPo' CM u> r-> ooooo o o o-* T- CM -^ OOOOCO O COO^r CM CM CM o_ o in^ o_ p (*-_ <o o_******** •flrco«r«-rT-^ m" **^-~T- «> «o- T- ^ td in U-U-U.U. 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Sis 8iiz fe Kiiiiil il !i!i 1(O CO 5 OT CO " QlfQ 333 1— o CM 0>CDroQ. 0) CL c 2a oto S APPENDIX F Detailed Spread Information -9s 9 "*• z Ifsidi* i<9 £0C S Basin BJB &1 I £Storm Drain BJ |Storm Drain BJA•_ I Si 3 a. 1Su.Core Imp1 "c3 i Assm'ntiii ii » u ja CUl u 1 1 1 1 « c4 | i TJCn-J o ? iaZ I X I "3O in U) m o CDs CDS CO3 CO r*-Singte Family Attached^_ Ul - m 3 HOA rec lots (A-1, A-2 & B)iii ^ CM 4.2/1 Oksftoo> ooCOi •^~t<en o CM Comm FaeX CM Oto oto os q os o<c-CO o $ UL CO ¥ CO CM CM to 3 HOA rec lots (85, 86 & 87)* CO <o to o q o 2- o•^• o *• u_ CO CM Jl •* - - O 1 HOA rec lot #15CM_!i •* ^r •* o o o"*• o•«• o •^> u_ CO or to § COo W5 Si m <o to o 0§ oCOo oCOo CO mCO Single Family Attachedo CD - ^ IO O (O 1 HOA rec lot (Area A)z> CD ^r TT O ^-" O «- CD O ** O•* o^- o •*- u_<o $ I-- co CO CM 0 CM 3 HOA rec lots (11 5, 116 & 117)Z I-- eo CO 0 u> o o ou> oIO oin o to U-co X CO <M CM U) CD m 10 o u> o m CD 1 2 HOA rec lots (1 16 & 117)X oo oto«1 o to m d tos toCO* CO-CO <o CDO Afford Apt* (MuKifamily)>- o> CD •* CD 4.2/10ksf•*& •*si •^-& •<rr^OJ o Comm Fae> en CN O CN O 3 HOA rec lots (Areas A, B, C & D)> o> o CMtoo o S CO IOtou>rt « (OS o IO i(O ooI O)co<0 3to « oUl S3S aical S&Planning Area(D CO O CD OCD' o o 1 o i 0 i o CD or,>• E S ? 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(O7 1(1) Source: Catavera Hills Master Plan Amendment MP-150(H) approved on January 15, 2002 by Ordinance No.| (2) Source: Robertson Ranch Master Plan approved on November 14, 2006. I iI (3) Robertson Ranch West is not located within the boundary of Assessment District No. 2003-01. |..I NAP » Not a Part of Assessment District.?MiS!^S: co rj iCO O T-S2y "? Si OQ Oo lie I ^- 9 u* %%<S a: ^ CM Z Q gdi^< z z o co ±1 <Z) • O CM 00 UJ UJ oo 4) +* oo •ofl)4«*IB •oa2a. 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W 010) O .o W oo »z oo ooCM I 0> CO m LU c0)E col 3 O A > .ia oq cococo c\To cq co"coCDs 2*LU ^a g< o TY OF CARLSBADSSESSMENT DISTRICT NO. 201ANNON84 INCHRAPCRIRIPBJVARD ANDESSED FOD LINES ^ ai co 2o5^co| O LUCQ co LU OOH "JH=1 CO°so o LUco LU_1CQ - 2Q co CD CM"o m oIO CO J*iw T; oE*^ «•M 0 33 O > (0 O O UJ Q CM T-r~- coo a> CM" oCM CO_ CM 10 5O co"incoCM" a oq *- °- S^ sllgII5IS 2 -Q ^ oo c? CD l_ U. C 0 « O « 2 S O r-- 06 CM COO CM co 'ooCOCO (O-D 8CO o Q "co"o coc or~ \v- 01?* -J —3ca m (D 0c c %O CO (D « c c E SQ Q o o^^ «w CO CO CM CO 2(O cT-CO I CO CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) TABLE 3F - ESTIMATED CONSTRUCTION COST FOR 84 INCH STORM DRAIN LINE BJ MASTER DRAINAGE PLAN COST FOR UNE BJ (EARTHEN CHANNEL) Line Description Quantity Units BJ Earthen Channel (80X6-2:1) 3,200 LF Subtotal 15% Contingencies Construction Cost 20% Engineering and Administration Total Cost Fee increase from original fee to 9/1/2006 (41 .2%) Total Current Cost Unit Price $ 225.00 $ $ $ $ $ $ $ $ Total Cost 720,000.00 720,000.00 108,000.00 828,000.00 165,600.00 993,600.00 409,033.81 1,402,633.81 DRAINAGE FEE PERCENT CHANGE CALCULATION AreaB High Low Original Fee (1994) $ 5,502 $ 3,362 Adjusted Fee (9/1/2006) $ 7,767 $ 4,748 Percent Increase 41.2% 41.2% ESTIMATED COST OF 84 INCH STORM DRAIN LINE FROM McMILLIN Item Description Staking Earthwork Erosion Control Drainage Sewer Misc Expense Unknown Conditions Quantity Construction Cost 1 1 1 1 1 1 1 Units LS LS LS LS LS LS LS $ $ $ $ $ $ $ $ Unit Price 25,000.00 22,800.00 5,800.00 1,858,922.00 21,364.00 17,000.00 97.544.30 2,048,430.30 Engineering And Administration 6.3 %Developers Overhead Subtotal 10% Contingency Total Estimated Cost $ $ $ $ $ $ $ $ $ $ $ $ $ Total Cost 25,000.00 22,800.00 5,800.00 1,858,922.00 21,364.00 17,000.00 97.544.30 2,048,430.30 297,130.00 129,051.11 2,474,611.41 247,461.14 2,722,072.55 Storm Drain Line BJ-84lnch MuniFinancial / Dick Jacobs Associates September 14, 2007 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) TABLE 3G - MASTER PLAN DRAINAGE FEE CALCULATION ROBERTSON RANCH EAST Planning Area 15 16 17 18 21 Totals Gross Acres 3.5 20.0 22.2 22.2 9.0 76.9 GPUnd Use RH RM RM RM RMH Drainage Fee per Acre (1) $ $ $ $ $ 7,767 4,748 4,748 4,748 7,767 Drainage Fee $ $ $ $ $ $ 27,184.50 94,960.00 105,405.60 105,405.60 69,903.00 402,858.70 1.Based on City of Carlsbad Fee Schedule amended September 2006 Robertson Drainage Fee Calc MuniFinancial / Dick Jacobs Associates September 14, 2007 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) TABLE 3H - ESTIMATED CONSTRUCTION COST FOR 54 INCH STORM DRAIN LINE PROPORTIONATE SHARE OF 84 INCH STORM DRAIN PIPELINE ESTIMATED COST OF 54 INCH STORM DRAIN LINE FROM McMILLIN Item Description Quantity Units RCP42"1350-D RCP48"1350-D RCP54"1350-D RCP72"1350-D Cleanout (Per D-9, Type A) Headwall D35 Wing/U 42"-84" (for RCP 72") Dissipator (Type D-40 for 72") Unknown Conditions Construction Cost Engineering And Administration 6.3 % Developers Overhead Subtotal 10% Contingency Total Estimated Cost 940 1280 86 801 7 1 1 1 LF LF LF LF Ea Ea Ea LS Unit Price $ $ $ $ $ $ $ $ 142.00 168.00 234.00 333.00 12,000.00 14,000.00 59,000.00 39,618.85 $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Cost 133,480.00 215,040.00 20,124.00 266,733.00 84,000.00 14,000.00 59,000.00 39,618.85 831,995.85 165,000.00 52,415.74 1,049,411.59 104,941.16 1,154,352.75 PROPORTIONATE SHARE OF 84 INCH STORM DRAIN LINE - CALAVERA HILLS AND ROBERTSON RANCH $ $ ESTIMATED COST OF 84 INCH STORM DRAIN LINE FROM McMILLIN ESTIMATED COST OF 54 INCH STORM DRAIN LINE FROM McMILLIN INCREMENTAL COST - 54 Inch to 84 Inch $ Calavera Hills Share of 84 Inch Storm Drain Pipeline $ 1,567,719.80 Robertson Ranch East Share of 84 Inch Storm Drain Pipeline $ 1,154,352.75 Total $ 2,722,072.55 2,722,072.55 1,154,352.75 1,567,719.80 57.6% 42.4% Storm Drain Line 54 Inch MuniFinancial / Dick Jacobs Associates September 14, 2007 111 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) TABLE 4 - GENERAL BENEFIT CALCULATION Item Beginning Station Ending Station Length of Reach 2 lanes of width @ 12' each Square Footage of Area Cost of Improvements (1) Aggregate Base 3.5" of Asphalt 1.5" of Asphalt Sand Seal Total Cost per sf Total Cost of General Benefit (2) College Blvd Reach C 63+24 101+70 $ $ $ $ $ $ 3,846 24 92,304 1.44 0.93 0.43 0.03 2.83 261,220 College Blvd Reach B 101+70 118+25 $ $ $ $ $ $ 1,655 24 39,720 1.44 0.94 0.43 0.03 2.84 112,805 Cannon Rd. Reach 3 126+20 104+28 $ $ $ $ $ $ 3,908 24 93,792 1.44 0.94 0.43 0.03 2.84 266,369 Notes: (1) The cost of improvements reflects the bid amounts for each Reach. (2) This amount has been deducted in the Table 5 and all Tables that follow. General Benefit calc MuniFinancial / Dick Jacobs Associates September 14,2007 £a.mCO o Q 15o coO 173 1CM 35 CO PCO$ _ Q 0 <co 00 DC.CITY OF CARLSBADSSESSMENT DISTRICT NO. 20E BOULEVARD AND CANNONTABLE SACALAVERA HILLS II. LLC< 0UJ O ^i 40•oco CQ CO .2 SM.CD (0 i C0) £ (D *^2a£rsement Amounts per3.a £ '55 TJCD*-> «*- O (0 £ £3 (0 c 9 gaE COm 08 — i CO CQ i ^~m *-g c"(/c:QCO . CO cu IS c £ c •2cr d 3 Om<t co- co a: £oo of— . O>*O<D **« c S.a cca CDo —Q O 73 §CO om CD S "aO ler/Constructor5 O O -1 £ if 2 I (0O tw <£ CD0) 1iu. 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(ft i in"OJCO •*" (ft O)COin oo"ino CM" (ft Si.tooO CD djusted Allocated Improvem< CO COCO co"COco ^, (ft (Z CM Tf"in (ft p cq COCO. fft CM f^ COCOs~"* (ft CO o"min. ** in o CM-COCM (ft S «0 .0 3ss Special Benefit Contribu— i i^ mCOcq^_r^— CO G. &» ^r mo" j^. t^ S" 8 inCO ^ w CO 03"coCO *"""" *" (ft COin S ^, (ft <DCO inCO 5°, (ft ^. **^r COT3COm CO.2 sss Unfunded Facilities - Se— i 06 COin•*^~coO5 oo" (ft in S" CM (ft ,_ 0> m"CO co" vt 00oof- m"CMcq T— (ft inCO S"COCM" (ft ^ CO ^~ COCM T^ (ft C0) cuCOt—otal Recommended Reimbu— oi seg8 .55 IsO cao n a) ^ O if o:a.co UJ (OUJco auuD UJ CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) TABLE 6 - ALLOCATION OF SOFT COSTS FOR PHASE 2 Developers Cost Code 022056020 022056035 022501030 022501035 022501040 022501055 022502020 022503005 022503006 022503020 022503025 022503026 022503045 022503050 022504015 022504030 022505005 022506010 022507005 022507030 022508040 022508080 022521010 022522005 022522015 022524005 022526005 022631006 022631015 022631030 022631035 022631045 022632010 022632015 022632025 022633070 022634015 022634020 022634066 022651025 022651055 022651060 022651075 022651085 022651095 022881005 Description Assessment District Mapping Auditing Engineer Separate Legal Description Preparation Offsite Easement/Dedication Exterior Monumentation Boundary, Topo for Design Addrt Drainage Dsn-Grading Plan Prep Improvement Plans Plan Changes-lmpt Plan Preparation Traffic Signal Dsn Traffic Control Dsn Striping Plan-Traffic Consultant Foundation Design-Structural Enginner As Builts-lmprovement Plans Pavement Design Supplemental Evaluation Agency Permits Transmission Design-Water System Project Utility Coordination Relocation Design Parkway & Median P&l Landscape Arch Plan Changes-Landscape Arch Impt. Observation (Trenching, Paving) Construction Administration Impt Plan Construction Changes Construction Administration Environmental Mitigation Monitor Misc. Plats- Plan Check Fee Improvement Plan Check Fee Reclaimed Water Plan Check Fee Landscape Plan Check Fee Plan Change Fee Improvement Inspection Fee Rec Water-Health Dept Inspection Fee Landscape Inspection Fee Street Light Fees Improvement Bond (Initial) Improvement Bond (Renewal) Bond Commissions Dev Construction Permit Fee Irrigation Meter Fee Irrigation Capacity Fee Irrigation Plumbing Permit Fee Electrical Service Permit Fee Gas & Electric Deposit Contract Reimbursable Expenses Less Gas & Electric Deposit Total Soft Cost Total for College & Cannon $ 25,000 $ 35,000 $ 10,000 $ 6,850 $ 82,500 $ 68,000 $ 30,000 $ 35,000 $ 25,000 $ 3,000 $ 1,000 $ 2,000 $ 30,000 $ 15,000 $ 50,000 $ 12,000 $ 30,000 $ 10,000 $ 10,000 $ 15,000 $ 2,000 $ 38,000 $ 300 $ 5,000 $ 2,000 $ 36,000 $ 300 $ 3,000 $ 3,432 $ 21,440 $ 10,720 $ 7,075 $ 4,200 $ 101,472 $ 600 $ 600 $ 360,000 $ 15,000 $ 1,106,489 $ (360,000) $ 746,489 College Blvd Reach B $ 8,333 $ 11,667 $ 3,333 $ 2,283 $ 27,500 $ 22,667 $ 10,000 $ 11,667 $ 8,333 $ 1,000 $ 333 $ 667 $ 10,000 $ 5,000 $ 16,667 $ 4,000 $ 10,000 $ 3,333 $ 3,333 $ 5,000 $ 667 $ 12,667 $ 100 $ 1,667 $ 667 $ 12,000 $ 100 $ 1,000 $ 1,144 $ 7,147 $ 3,573 $ 2,358 $ 1,400 $ 33,824 $ 200 $ 200 $ 120,000 $ 5,000 $ 368,830 $ (120,000) $ 248,830 Cannon Rd Reach 3(1) $ 16,667 $ 23,333 $ 6,667 $ 4,567 $ 55,000 $ 45,333 $ 20,000 $ 23,333 $ 16,667 $ 2,000 $ 667 $ 1,333 $ 20,000 $ 10,000 $ 33,333 $ 8,000 $ 20,000 $ 6,667 $ 6,667 $ 10,000 $ 1,333 $ 25,333 $ 200 $ 3,333 $ 1,333 $ 24,000 $ 200 $ 2,000 $ 2,288 $ 14,293 $ 7,147 $ 4,717 $ 2,800 $ 67,648 $ 400 $ 400 $ 240,000 $ 10,000 $ 737,659 $ (240,000) $ 497,659 84 Inch Storm Drain BJ $ 2,500 $ 11,500 $ 20,000 $ 35,000 $ 25,000 $ 10,000 $ 2,000 $ 20,000 $ 60,000 $ 10,000 $ 10,000 $ 3,000 $ 20,000 $ 14,000 $ 1,000 $ 17,000 $ 11,000 $ 5,500 $ 3,630 $ 10,000 $ 6,000 $ 297,130 (1) Soft costs allowed for Reach 3. 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' O <9 o z 8 s s 1° I S U W I? t» ^do. <DtM a ui S3 II00 •O «SI e S oJD I CO n 13 "r O O0°Z>_ CO ! wi >- ,-i?aO d ^-< O T- UjUj 03 CQa>° §>§ < 0 CO Is 0)aJO oo01 CO <O COO> O>_ Ol O> O)| O>(A t» 6* te^ cv>| w> O O O O OIO(ft O O O O O| O10 to 10 in inlm CO CO CO CO COl CO CM CM 1^ •* M IO CO «O IO O to"oo -g Qo o o o oi•*•*•*•*r-_ N. CM N-_10" 10" N^ CM a> IO IO CO CMCO CO CO (D oom S ^ t~~ OOO O OOco co Is- co CM" CM CM" CM CM co •* o o05 O •<- o o o oo o o oo o_ o_ m_" " " " Q Q Q Q ou. u. u. u. ? _ CO CO CO CO ow O(8 UJ oC CO S Tf CO l>^ 00 T- § ^ T- T- T- »- CM 5 a> CC 1 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) TABLE 12 - COST ESTIMATE AND TOTAL BOND SIZE 1. Construction Cost of Improvements (See Table 5) a. College Blvd. Reach C, Core Improvements (1) b. College Blvd. Reach C, Frontage Improvements (1) c. College Blvd. Reach B, Core Improvements (1) d. College Blvd, Reach B, Frontage Improvements e. Cannon Road, Reach 3, Core Improvements (1) f. Cannon Road, Reach 3, Frontage Improvements g. Basin BJB and Storm Drain Line BJA Improvements (1) h. 84 Inch Storm Drain Pipeline - Calavera Hills i. 84 Inch Storm Drain Pipeline - Robertson Ranch Subtotal of Construction Adjustment for Dry Utilities in excess of 5% of Bond Amount Subtotal of Adjusted Construction 2. Land & Right-of-Way (included in item 1) 3. Less General Benefit Contributions (subtracted within item 1) 4. Less Special Benefit Contributions (2) Subtotal - Construction Cost Assessed 5. Cost of Formation and Issuance 6. Less Interest Earned 9. School Contingency 8. Capitalized Interest 9. Bond Reserve GRAND TOTAL (1) Completed Improvements (2) Includes contribution for public, non-profit HOA parcels, Affordable Housing parcels, and parcete located outskte of the Assessment District (3) Contingency in place until decision made on alternative use parcel. Planning Area 14, (School or 16 Single Family homes). Confirmed Assessment July 3,2003 $ $ $ $ $ $ $ $ $ $ $ $ $ $ !_ $ $ $ $ $ $ $ 2,253,289 4,523,233 3,154,460 1,379,057 5,336,934 3,123,955 1,361,536 - - 21,132,464 (707,694) 20,424,770 - - (2.026.631) 18,398,140 1,646,561 - - 1,670,392 2,147,646 23,862,738 Preliminary Amended Assessment $ $ $ $ $ $ $ $ $ $ $ $ $ $ $_ $ $ $ $ $ $ $ 2,061,308 4.472,480 2,653,428 2,181,883 5,199,774 6,054,650 425,236 902,723 568.268 24,519.751 (696,360) 23,823.402 - - (3,320.804) 20,502,598 1,548,783 - 150,654 1,099,121 2.061.644 25.362.799 Final Amended Assessment $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,061,308 4,472,480 2,653,428 2,100,178 5,199,774 5,880,043 425,236 902,723 568,268 24,263,439 (738,224.82) 23,525,214 - - (3,294,976) 20.230,238 1,546,085 - 145,566 1,088,330 2,047,770 25,057,988 Final Total Bond Size MuniFinancial / Dick Jacobs Associates September 14, 2007 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) TABLE 13 - AUDITED COSTS. COST ESTIMATES AND SERIES A BOND RECONCILIATION 1. Construction Cost of Improvements (See Table 5) (1) a. College Blvd. Reach C, Core Improvements b. College Blvd. Reach C, Frontage Improvements c. College Blvd, Reach B, Core Improvements d. College Blvd, Reach B, Frontage Improvements e. Cannon Road, Reach 3, Core Improvements f. Cannon Road, Reach 3, Frontage Improvements g. Basin BJB and Storm Drain Line BJA Improvements h. 84 Inch Storm Drain Pipeline&Line BJ Rip Rap - Calavera Hills i. 84 Inch Storm Drain Pipeline - Robertson Ranch Subtotal of Construction Adjustment for Dry Utilities in excess of 5% of Bond Amount Subtotal of Adjusted Construction 2. Land & Right-of-Way (included in item 1) 3. Less General Benefit Contributions (subtracted within item 1) 4. Less Special Benefit Contributions (2) 5. Less Unfunded Facilities Subtotal - Construction Cost Assessed to Calavera Hills 6. Cost of Formation and Issuance (first series of bonds) 7. Less Interest Earned 8. Capitalized Interest 9. Bond Reserve Total Calavera Hills Assessment 10. Unallocated Bond Improvement Funds 11. Total Series A Principal Amount (1) Net of General Benefit Contributions (2) Includes contribution for public, non-profit HOA parcels. Affordable Housing parcels, and parcels located outside of the Assessment District Confirmed Assessment July 3,2003 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,253,289 4,523,233 3,154,460 - 5,336,934 - 1,361,536 - - 16,629,452 (707,694) 15,921,758 - - (2,026,631) (4,139,010) 9,756,117 1,018,432 - 897,879 1,154,416 12,826,845 Preliminary Amended Assessment $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,061,308 4,472,480 2,653,428 - 5,199,774 - 425.236 902,723 - 15,714,950 (149,802) 15,565,148 - - (1,471,286) (4.296.058) 9,797.804 876,766 - 151,053 842,700 11,668,323 91,677 11,760,000 Final Amended Assessment $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,061,308 4,472,480 2,653,428 - 5,199,774 - 425,236 902,723 - 15,714,950 (149,802) 15,565,148 - - (1,471,286) (4,296,058) 9,797,804 876,766 - 151,053 842,700 11,668,323 91,677 11,760,000 Final Series A Bond MuniFinancial / Dick Jacobs Associates September 14, 2007 CITY OF CARLSBAD ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) TABLE 14 - COST ESTIMATE AND SERIES B BOND SIZE Confirmed Assessment July 3,2003 1. 2. 4. 5. 6. 7. 8. 9. 10 Construction Cost of Improvements (See Table 5) (1) a. College Blvd. Reach C, Core Improvements b. College Blvd, Reach C, Frontage Improvements c. College Blvd, Reach B, Core Improvements d. College Blvd, Reach B, Frontage Improvements e. Cannon Road, Reach 3, Core Improvements f. Cannon Road, Reach 3, Frontage Improvements g. Basin BJB and Storm Drain Line BJA Improvments h. 84 Inch Storm Drain Pipeline&Line BJ Rip Rap - Calavera Hills i. 84 Inch Storm Drain Pipeline - Robertson Ranch h. Unfunded facilities from Series A Bond Subtotal of Construction Adjustment for Dry Utilities in excess of 5% of Bond Amount Subtotal of Adjusted Construction Land & Right-of-Way (inducted in item 1) Less General Benefit Contributions (subtracted within item 1) Less Special Benefit Contributions (2) Subtotal - Construction Cost Assessed to Robertson Ranch East Cost of Formation and Issuance (second series of bonds) a. City Administration b. Assessment Engineering c. Bidding Procedures and Audit of Acquisition Costs d. Bond Counsel e. Appraisal f. Absorption Consultant g. Financial Advisor h. Official Statement/Bond Printing i. Fiscal/Paying Agent j. Underwriters Counsel k. First 2 years additional Annual Administration Cost I. Previous City funded Engineering Costs m. Contingency Total Incidentals SUBTOTAL Less Interest Earned Capitalized Interest (1 yr @ 7% interest) School Contingency . Financing Costs Bond Discount (1.75%) Bond Reserve (9%) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ - - 1,379,057 - 3,123,955 - - - 4,139,010 8,642,022 - 8,642,022 - - - 8,642,022 100,000 40,000 20,000 45,000 40,000 25,000 40,000 30,000 15,000 35,000 - - 45,000 435,000 9,077,022 - 772,513 - 193,128 993,230 Preliminary Amended Assessment $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ - - 2,181,883 - 6,054,650 - - 568,268 4,296,058 13,100,859 (546.547) 12,554,312 - (1,849,518) 10,704,794 100,000 40,000 20,000 45,000 40,000 25,000 40,000 30,000 15,000 35,000 - - 45,000 435,000 11,139,794 948,068 150,654 237,017 1,218,944 Final Amended Assessment $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ - - 2,100,178 - 5,880,043 - - 568,268 4,296,058 12,844,546 (588,423) 12,256,124 - (1,823,690) 10,432,434 100,000 40,000 20,000 45,000 40,000 25,000 40,000 30,000 15,000 35,000 - - 45,000 435,000 10,867,434 937,277 145,566 234,319 1.205,070 GRAND TOTAL $ 11,035,893 $ 13,694,476 $ 13,389,665 (1) Net of General Benefit Contributions (2) Includes contribution tor public, non-profit HOA parcels, Affordable Housing parcels, and parcels located outskte of the Assessment District Final Series B Bond MuniFinancial / Dick Jacobs Associates September 14, 2007 ASSESSMENT BALLOT City of Carlsbad Assessment District No. 2003-01 (College Boulevard and Cannon Road East) This assessment ballot is for the use of the owner of the parcels identified below (the "Identified Parcels") which is located within the boundaries of Benefit Area No. 2 of City of Carlsbad Assessment District No. 2003-01 (College Boulevard and Cannon Road East) ("Assessment District"). Please advise the City Clerk of the City of Carlsbad at (760) 434-2808 if you are not the owner of the Identified Parcel. This assessment ballot may be completed by the owner of the Identified Parcels or a legally authorized representative of such owner to express such owner's support for or opposition to the proposed increase in the assessment to be levied on the Identified Parcels for the Assessment District. The amount of the proposed increase in the assessment is set forth below. THE INSTRUCTIONS FOR THE COMPLETION AND RETURN OF THIS ASSESSMENT BALLOT MAY BE FOUND ON THE REVERSE SIDE OF THIS ASSESSMENT BALLOT. You must follow these instructions in completing this assessment ballot to insure that this assessment ballot will be accepted. Certification of or on behalf of Owner: I certify under penalty of perjury that I am the owner of the Identified Parcels or a representative of such owner and am legally authorized to complete this assessment ballot on behalf of such owner. Signature of person completing this assessment ballot Do you support or oppose the increase in the assessment set forth below on the Identified Parcels? SUPPORT OPPOSE[] Identified Parcels: Assessment Nos. 10-2 (Planning Area 21), 10-4 (Planning Area 14) and 10-5 (Planning Areas 16, 17 and 18) Proposed Increase in Assessments: $2,658,583 SDPUB\WDIVEN\347997.1 Instructions: How to complete this assessment ballot: You may indicate whether you support or oppose the levy of the proposed assessment on the property identified below by placing a cross (+) using a pen in the brackets to the right of the word "SUPPORT" or to the right of the word "OPPOSE". Mark within only one bracket. You must sign this assessment ballot in the space provided for your signature. By signing this assessment ballot you are certifying that you are either (a) the owner of the Identified Property or (b) a representative of such owner legally authorized to complete this assessment ballot on behalf of such owner. This assessment ballot will be disqualified if it is not signed. How to return this assessment ballot: Seal the assessment ballot in the accompanying pre-addressed envelope and either (a) deposit the envelope in the U.S. mail or (b) deliver the envelope containing the assessment ballot to the following address: City Clerk, City of Carlsbad, 1200 Carlsbad Village Drive, Carlsbad, California 92008. Deadline for Return of this assessment ballot: If returned by deposit in the U.S. mail, the envelope must be received by the City Clerk not later than 5:00 pm on June 19, 2007. If mailing this assessment ballot, you must allow sufficient time to ensure that this assessment ballot is received prior to such date and time. If delivering this assessment ballot, it must be delivered to and received by the City Clerk at the above address not later than the closure of the public hearing for the assessment district scheduled to be held at 6 pm on June 19, 2007. If such public hearing is continued to a subsequent date, the deadline for receipt of this assessment ballot shall also be extended to the close of such public hearing. No notice of such continuance shall be provided. Withdrawing or changing this assessment ballot: This assessment ballot may be withdrawn at any time prior to the closure of the public hearing by request of the person signing the assessment ballot made to the City Clerk. This assessment ballot may be changed at any time prior to the closure of the public hearing by withdrawing this assessment ballot and requesting a replacement assessment ballot. Only the person signing this assessment ballot may make such a request. The replacement assessment ballot must be received by the City Clerk prior to the deadline set forth above. Questions: If you have questions regarding these instructions or this assessment ballot, please call the City Clerk between 8 am and 5 pm Monday through Friday on Friday at the following phone number: City Clerk City of Carlsbad (760) 434-2808 SDPUB\WDIVEN\347997.1 The Coast News Decreed A Legal Newspaper by the Superior Court of San Diego County. Mail all correspondence regarding public notice advertising to The Coast News, P.O. Box 232-550, Encinitas, CA 92023 (760) 436-9737 Proof of Publication STATE OF CALIFORNIA, ss. COUNTY OF SAN DIEGO, I am a citizen of the united States and a resident of the county aforesaid; 1 am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am principal clerk of the printer of The Coast News, a newspaper printed and published weekly and which news- paper has been adjudged a newspaper of general circulation for the cities of Del Mar, Solana Beach, Encinitas/Cardiff, Carlsbad, Oceanside, San Marcos/Vista and the County Judicial District by the Superior Court of the State of California, County of San Diego (8/4/94, #677114, B2393, P396); and that the notice, of which the annexed is a print- ed copy, has been published in, each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: Mav 4th. 2007 I certify under penalty of perjury that the foregoing is true and correct. Executed at Encinitas, County of San Diego, State of California on the ^th jAMf May, 2007. Clerk of the Printer Space above for County Clerk's Filing Stamp RESOLUTION NO. 2007-085 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, DECLARING ITS INTENTION TO CONSIDER ORDERING CERTAIN CHANGES AND MODIFI- CATIONS IN THE IMPROVEMENTS ORDERED TO BE ACQUIRED AND THE ASSESSMENTS LEVIED WITHIN BEN- EFIT AREA NO. 2 OF ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST) AND THE SEGREGATION AND APPORTIONMENT OF ASSESSMENTS WITHIN SUCH ASSESSMENT DIS- TRICT AS THE RESULT OF THE SUBDIVISION OF PROPERTY THEREIN WHEREAS, the City Council of the City of Carlsbad (the "City"), California, has previously undertaken proceedings to form an assessment dis- trict, to designate two benefit areas therein and to levy assessments therein to finance the acquisition of certain public improvements pursuant to the terms and provisions of the "Municipal Improvement Act of 1913" (Streets and Highways Code Section 10000 and following) (the "Improvement Act"), Article XIIID of the Constitution of the State of California ("Article XIIID") and the Proposition 218 Omnibus Implementation Act (Government Code Section 53750 and following) (collectively, the "Assessment Law"), such assessment district known and designated as Assessment District No. 2003-01 (College Boulevard And Cannon Road East) (the "Assessment District"); and, WHEREAS, subsequent to the formation of the Assessment District and the levy of assessments therein pursuant to the Assessment Law: A. The City issued the City of Carlsbad Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Benefit Area No. 1 (Calavera Hills II) Limited Obligation Improvement Bonds in the principal amount of $11,730,000 secured by the unpaid assessments levied on the properties with- in Benefit Area No. 1 of the Assessment District; B. Calavera Hills II, LLC (the "Developer"), the owner and developer of the property within the Assessment District, has proposed to construct an 84" diameter storm drain along Cannon Road (the "Cannon Road Storm Drain") in lieu of constructing improvements to the channel along the south side of Cannon Road and has requested that the City initiate proceedings to add the Cannon Road Storm Drain to the improvements ordered to be acquired through the Assessment District and to modify the assessments within Benefit Area No. 2 of the Assessment District to reflect the special benefit to be received by the properties within Benefit Area No. 2 from the Cannon Road Storm Drain; and C. The property within the Assessment District has been further subdi- vided necessitating the segregation and apportionment of the original assess- ments within the parcels created as a result of the subdivision of such proper- ties; and WHEREAS, the City Council desires to consider the modifications to the improvements ordered to be acquired through the Assessment District to include the Cannon Road Storm Drain and to the assessments levied within Benefit Area No. 2 and to order the segregation and apportionment of the assessments within the parcels created as a result of the subdivision of the properties within the Assessment District; and WHEREAS, the City Council has received an Amended and Restated Final Engineer's Report (the "Amended Engineer's Report") prepared by Dick Jacobs Associates, assessment engineer to the City for these proceedings (the "Assessment Engineer"), describing the changes proposed to be made, includ- ing the Cannon Road Storm Drain proposed to be ordered to be acquired, the amount of the estimated increase in the cost of the improvements by reason of the proposed inclusion of the Cannon Road Storm Drain as part of such improvements, the increase, and modification of the assessments levied on the parcels within Benefit Area No. 2 to reflect the special benefit received by such parcels from the Cannon Road Storm Drain and setting forth an amended dia- gram of the Assessment District and the segregation and apportionment of the assessments originally levied within the Assessment District to reflect the sub- division of the property within the Assessment District; and WHEREAS, pursuant to Streets and Highways Code Sections 8732 and 10353 it is necessary for this City Council to adopt a resolution to (1) briefly describe the proposed changes within the Assessment District, (2) give notice of the time and place for a public hearing where (a) persons may appear and show cause why such changes should not be ordered and/or (b) all persons interested in the original assessment, or in the lands affected thereby or in the bonds secured thereby, may appear and protest against the segregation and apportionment of the assessments and (3) order the initiation of assessment ballot proceedings to enable the owners of the properties within Benefit Area No. 2 to express their support for or opposition to the proposed increase in the assessments levied on such properties. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. Recitals. The above recitals are all true and correct. 2. Amended Engineer's Report. The Amended Engineer's Report as received by this City Council is hereby adopted, passed upon, and preliminari- The Coast News Decreed A Legal Newspaper by the Superior Court of San Diego County. Mail all correspondence regarding public notice advertising to The Coast News, P.O. Box 232-550, Encinitas, CA 92023 (760) 436-9737 Proof of Publication STATE OF CALIFORNIA, ss. COUNTY OF SAN DIEGO, I am a citizen of the United States and a resident of the county aforesaid; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am principal clerk of the printer of The Coast News, a newspaper printed and published weekly and which news- paper has been adjudged a newspaper of general circulation for the cities of Del Mar, Solana Beach, Encinitas/Cardiff, Carlsbad, Oceanside, San Marcos/Vista and the County Judicial District by the Superior Court of the State of California, County of San Diego (8/4/94, #677114, B2393, P396); and that the notice, of which the annexed is a print- ed copy, has been published in, each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: Mav 4th. 2007 1 certify under penalty of perjury that the foregoing is true and correct. Executed at Encinitas, County of San Diego, State of California on theMMy/of May, 2007. Clerk of the Printer Space above for County Clerk's Filing Stamp ly approved. A copy of the Amended Engineer's Report shall be kept on file in the Office of the City Clerk and shall be available for inspection during normal business hours of such office. 3. Declaration of Intention. The public interest, convenience and necessity require, and it is the intention of this City Council to consider, chang- ing the improvements ordered to be acquired to include the Cannon Road Storm Drain and increasing the assessments levied on the properties within Benefit Area No. 2 to reflect the special benefit received by such properties from the Cannon Road Storm Drain. It is the further intention of this City Council to order the segregation and apportionment of the original assessments to reflect the subdivision of the properties within the Assessment District. 4. Description of Proposed Changes within the Assessment District. Reference is made to the Amended Engineer's Report for a description of the proposed changes to be made in the Assessment District, including a descrip- tion of the change in the improvements ordered to be acquired to include the Cannon Road Storm Drain, the estimated increase in the cost of the improve- ments resulting from the inclusion of the Cannon Road Storm Drain and the pro- posed increase in the assessments levied on the properties within Benefit Area No. 2 of the Assessment District to reflect the special benefit to be received by such properties from the Cannon Road Storm Drain. 5. Proposed Segregation and Apportionment of the Original Assessments. Further reference is made to the Amended Engineer's Report for amended diagram of the assessment district and the segregation and appor- tionment of the original assessments to reflect the subdivision of the properties within the Assessment District. 6. Notice of Public Hearing. Notice is hereby given that a public hearing is hereby scheduled to be held at the City Council meeting room of the City of Carlsbad located at 1200 Carlsbad Village Drive, Carlsbad, California 92008 on June 19, 2007 at 6:00 p.m. At such time all persons may appear and (a) show cause why the proposed changes in the Assessment District described in para- graph 4 above should not be made and/or (b) protest against the proposed seg- regation and apportionment of the assessments. 7. Initiation of Assessment Ballot Proceedings. Pursuant to the provi- sions of the Assessment Law, the record owner of each parcel within Benefit Area No. 2 for which the original assessment is proposed to be increased to reflect the special benefit from the Cannon Road Storm Drain has the right to submit an assessment ballot in favor of or in opposition to the proposed increase in such assessment. Assessment ballots will be mailed to each such record owner. Each such owner may complete such assessment ballot and thereby indicate such owner's support for or opposition to the proposed increase in the assessment levied against such owner's property. All such assessment ballots must be received by the City Clerk at the following address at or before the time set for the close of the public hearing: City Clerk City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, California 92008 An assessment ballot received after the close of the public hearing will not be tabulated even though the postmark on the envelope transmitting the assessment ballot is dated on or before the date of the public hearing. At the conclusion of the public hearing, the City Council shall cause the tabulation, pursuant to Government Code Section 53753, of the assessment ballots timely received. If a majority protest, as described below, exists the City Council shall not increase the assessments within Benefit Area No. 2. A major- ity protest exists if the assessment ballots submitted, and not withdrawn, in opposition to the proposed increase in assessment exceed the assessment bal- lots submitted, and not withdrawn, in favor of such proposed increase in assess- . ment. In tabulating the assessment ballots, each assessment ballot shall be weighted by the amount of the proposed increase in the assessment to be imposed upon the identified parcel for which such assessment ballot was sub- mitted. For purposes of tabulating the assessment ballots for these proceedings as required pursuant to the Assessment Law, the City Council hereby desig- nates the City Clerk to act as the tabulation official to tabulate the assessment ballots submitted. 8. City Clerk. The City Clerk is hereby directed to mail or cause to be mailed notice of the public hearing, together with the assessment ballot materi- als, to the record owner of each parcel within Benefit Area No. 2 for which the assessment is proposed to be increased. Such mailing shall occur not less than 45 days before the date set for the public hearing. The City Clerk is further directed to publish a copy of this resolution in a newspaper of general circulation within the City. Such publication shall occur not less than fifteen (15) days before the date set for the public hearing. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 24th day of April, 2007. CN 4333, May 4, 2007 1Assessment District No. 2003-01(College Boulevard and Cannon Road East)October 2, 2007 2College/Cannon AD 2003-01History¾July 2003 – Declared intent to form the assessment district¾September 2003 - Public hearing conducted and district formed¾May 2004 - Authorized bonds for Benefit Area No. 1 3College/Cannon AD 2003-01History (cont.)¾November 2006 – Approved Robertson Ranch Master Plan™Require an 84” Storm Drain¾February 2007 – Approved amendment to Acquisition/Financing Agreement to include the 84” Storm Drain¾April 2007 – Set public hearing¾June 2007 – Public hearing continued 4Improvements1.College Boulevard¾Core improvements2.College Boulevard¾Frontage improvements3.Cannon Road¾El Camino to College4.84” Storm Drain Improvement 5 6Tonight¾Hold a public hearing¾Tabulate the ballots¾Approve Final Engineer’s Report¾Confirm the increase in the assessments¾Approve the assessment reapportionment¾Approve changes and modifications in improvements 7Ballot Tabulation¾Property owner notified¾Ballot returned¾Approve changes 8Final Engineer’s Report¾Plans and Specifications¾Cost Estimate of Project¾Proposed Assessment to all Parcels¾Maximum Annual Administrative Assessment¾Map¾Description of Improvements 9Estimated AssessmentOriginal July 2003$ 20,424,7701,228,963(2,026,631)4,235,636$ 23,862,73812,826,84511,035,893$ 23,862,738Proposed October 2007$ 23,525,2141,105,966(3,294,976)3,721,784$ 25,057,98811,668,32313,389,665$ 25,057,988DescriptionConstruction CostsFormation and Issuance CostsLess Special Benefit ContributionsCap Interest & Financing CostsTotalSubtotal Benefit Area No. 1Subtotal Benefit Area No. 2Total Assessment 10Tax Burden Restriction¾Total tax burden for any single family home in the District should not exceed 1.8% of the estimated purchase price¾Anticipated tax burden will not exceed 1.71% for a single-family home¾Average annual assessment, for Benefit Area No. 2, increases from $1,599 to $2,699 11Recommended Action¾Hold the Public Hearing¾Questions and Comments¾Adopt Resolution 2007-263