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HomeMy WebLinkAboutItem No. 14 CFD No. 2006-4 Tracts 30698 & 32129City of Lake Elsinore 130 South Main Street __ Lake Elsinore, CA 92530 II www.lake - elsinore.org VV °"` IKo - Text File File Number: TMP 19 -755 Agenda Date: 5/12/2020 Version: 1 Status: Approval Final In Control: City Council / Successor Aqency Agenda Number: 14) File Type: Council Consent Calendar City of Lake Elsinore Page 1 Printed on 51712020 CITY OF LADE LSIIE , DREAM EXTREME TN REPORT TO CITY COUNCIL To: Honorable Mayor and Members of the City Council From: Grant Yates, City Manager Prepared by: Jason Simpson, Assistant City Manager Date: May 12, 2020 Subject: Community Facilities District (CFD) No. 2006 -4 (Tracts 30698 & 32129), Declaring its Intention to Consider Amending the Rate and Method of Apportionment of Special Tax for the District, Amending the Boundary Map of the District and Approving Amendments to the Facilities Authorized to be Financed by the District Recommendation adopt A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006 -4 (TRACTS 30698 & 32129), DECLARING ITS INTENTION TO CONSIDER AMENDING THE RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR THE DISTRICT, AMENDING THE BOUNDARY MAP OF THE DISTRICT AND APPROVING AMENDMENTS TO THE FACILITIES AUTHORIZED TO BE FINANCED BY THE DISTRICT Background The City of Lake Elsinore (the "City ") formed the City of Lake Elsinore Community Facilities District No. 2006 -4 (Tracts 30698 & 32129) (the "District ") in 2006 pursuant to the Mello -Roos Community Facilities District Act of 1982. The District is located north of Rosetta Canyon Drive, to the east of the Rosetta Canyon Sports Park and south of Highway 74. The land within the District is owned by the Donald S. Clurman Separate Property Trust, Three Strands Properties and Spectrum Communities LLC (collectively, the "Developer "). The development within the District is expected to include approximately 178 single family homes at build -out. While the District was formed in 2006, homebuilding has not yet commenced. Due to revisions in the proposed product mix within the District, the Developer has requested that the District undertake proceedings to: (1) amend the current rate and method of apportionment of special taxes with the Amended Rate and Method of Apportionment of Special Taxes (the "Amended RMA "); (2) amend the boundary map of the District to include two tax zones within the District; and (3) revise the list of public facilities authorized to be financed by the District, as set forth in the attached resolution. The current special tax rates within the District range from $2,896 to $3,323 per home. If the amendment to the boundary map and the Amended RMA are approved, Tax Zone A within the District will have special tax rates ranging from $1,463 to $1,805 per home and $10,868 per CFD 2006 -4 Change Proceedings May 12, 2020 Page 2 of 2 acre for multifamily property, and Tax Zone B will have special tax rates ranging from $1,463 to $1,805 per home and $8,555 per acre for multifamily property. The Developer has also requested that the name of the District be changed from "City of Lake Elsinore Community Facilities District No. 2006 -4 (Tracts 30698 & 32129)" to "City of Lake Elsinore Community Facilities District No. 2006 -4 (Rosetta Hills)." Adoption of the attached resolution will approve the name change. Documents to be Approved Approval of the attached resolution is the first step in the process to effectuate the changes discussed above. The attached resolution declares the District's intention to consider the proposed changes and calls a public hearing for June 23, 2020, on the proposed change. Approval of the attached resolution also approves the form of a Funding Agreement with the Developer to govern the terms under which the District will reimburse the Developer for the costs of certain public facilities, to the extent proceeds of bonds issued by the District are available to finance such facilities. The attached resolution also approves the form of a Joint Community Facilities Agreement with the Elsinore Valley Municipal Water District to allow the District to finance certain water district facilities benefitting the development within the District. Fiscal Impact The Developer has made a deposit to pay for the costs of the change proceedings. The Funding Agreement provides that the Developer will be reimbursed for such costs if and when bonds are issued for the District. The District will annually levy special taxes on all of the taxable property within the District in accordance with the Amended RMA in order to pay for the costs of facilities, debt service on bonds, the services and administration of the District. Any bonds issued by the District are not obligations of the City and will be secured solely by the Special Taxes levied in the District. Attar_hmpntc A - Resolution B - Funding Agreement C - Joint Community Facilities Agreement D - Landowner Petition E - Project Map RESOLUTION NO. 2020 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006 -4 (TRACTS 30698 & 32129), DECLARING ITS INTENTION TO CONSIDER AMENDING THE RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR THE DISTRICT, AMENDING THE BOUNDARY MAP OF THE DISTRICT AND APPROVING AMENDMENTS TO THE FACILITIES AUTHORIZED TO BE FINANCED BY THE DISTRICT Whereas, after a public hearing, on July 25, 2006, the City Council (the "City Council ") of the City of Lake Elsinore (the "City ") adopted Resolution Nos. 2006 -117 (the "Resolution of Formation ") and 2006 -118 (the "Resolution to Incur Bonded Indebtedness ") which formed City of Lake Elsinore Community Facilities District No. 2006 -4 (Tracts 30698 & 32129) (the "District" or "Community Facilities District No. 2006 -4 ") and called a special election on July 25, 2006 within the District on three propositions relating to the levying of a special tax, the incurring of bonded indebtedness and the establishment of an appropriations limit for the District, which were approved by more than two - thirds vote by the qualified electors within the District on July 25, 2006; and, Whereas, subsequent to formation, the District received a petition (the "Petition ") signed by The Donald S. Clurman Separate Property Trust, Three Strands Properties, LLC a California limited liability company and Spectrum Communities, LLC, a California limited liability company (together, the "Owner "), which currently owns all of the taxable land within the District, to initiate certain changes to: (1) change the name of the District from "City of Lake Elsinore Community Facilities District No. 2006 -4 (Tracts 30698 & 32129)" to "City of Lake Elsinore Community Facilities District No. 2006 -4 (Rosetta Hills) "; (2) amend and restate the original rate and method of apportionment of special tax for the District (the "Original Rate and Method ") in the form attached as Attachment "A" (the "Amended Rate and Method "); (3) amend the facilities and certain incidental expenses that the District is authorized to finance as set forth in Attachment "B" hereto (the "Facilities" and the "Incidental Expenses," respectively); and (4) amending the boundary map of the District previously recorded in the official records of the County of Riverside on June 23, 2006 in Book No. 67, Page No. 9 of Maps of Assessment and Community Facilities Districts, as Document No. 2006 - 0456002 (the "Original Boundary Map "), in the form attached as Attachment "C" (the "Amended Boundary Map "); and, Whereas, in order to facilitate the funding of the Facilities, the legislative body of the District desires to enter into a Funding Agreement (the "Funding Agreement ") with the Owner and the form of the Funding Agreement is on file with the City Clerk; and, Whereas, in order to facilitate the funding of certain Facilities to be owned and operated by the Elsinore Valley Municipal Water District (the "Water District "), the City proposes to enter into a Joint Community Facilities Agreement (the "JCFA ") with the Water District and the Owner, and the form of the JCFA is on file with the City Clerk. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, ACTING HAS THE LEGISLATIVE BODY OF CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006 -4 (ROSETTA HILLS), DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Each of the above recitals is true and correct and is adopted by the legislative body of the District. Section 2. The name of the District is hereby revised from "City of Lake Elsinore Community Facilities District No. 2006 -4 (Tracts 30698 & 32129)" to "City of Lake Elsinore Community Facilities District No. 2006 -4 (Rosetta Hills)." Section 3. The City Council, acting as the legislative body of the District, declares its intention to conduct proceedings pursuant to Article 3.5 of the Mello -Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code (the "Act ") to (i) amend and restate the Original Rate and Method, in the form of the Amended Rate and Method attached hereto as Attachment "A ", (ii) revise the Facilities and Incidental Expenses authorized to be financed by the District as set forth in Attachment "B" hereto; and (iii) to amend the boundaries of the District according to the amended boundary map attached as Attachment "C" hereto. The proposed Amended Rate and Method and manner of collection of the special tax for the District are described in detail in Attachment "A" (which attachment is incorporated herein by this reference) and allow each landowner within the District to estimate the maximum amount that may be levied against each parcel. If special taxes of the District are levied against any parcel used for private residential purposes, (i) the maximum special tax rate shall not be increased over time, (ii) such tax shall not be levied later than the 2059 -60 Fiscal Year and (iii) under no circumstances will such special tax be increased in any fiscal year as a consequence of delinquency or default by the owner of any other parcel or parcels within the District by more than ten percent above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. The City Council hereby determines the proposed Amended Rate and Method to be reasonable. The special tax is apportioned to each parcel on the foregoing basis pursuant to Section 53325.3 of the Act; and such special tax is not on or based upon the value or ownership of real property. In the event that a portion of the property within the District shall become for any reason exempt, wholly or partially, from the levy of the special tax specified in the Amended Rate and Method, the City Council shall, on behalf of the District, cause the levy to be increased, subject to the limitation of the maximum special tax for a parcel as set forth in the Amended Rate and Method, to the extent necessary upon the remaining property within the District which is not exempt in order to yield the special tax revenues required for the purposes described in this Section. The obligation to pay special taxes may be prepaid as provided in the proposed Amended Rate and Method as such Amended Rate and Method may be further amended hereafter. Section 4. The amendments to the facilities proposed to be financed by the District are set forth in Attachment "B" hereto. Each City officer who is or will be responsible for providing the Facilities within the District is hereby directed to study the proposed changes to the District described in this Resolution and, at or before the time of the above - mentioned Hearing (as defined below), file a report with the City Council containing a brief description of the public facilities by type which will in his or her opinion be required to meet adequately the needs of the District and an estimate of the cost of providing those public facilities, including the cost of environmental evaluations of such facilities and an estimate of the fair and reasonable cost of any Incidental Expenses to be incurred. 2 Section 5. The City Council hereby amends the boundaries of the District as set forth on the Amended Boundary Map attached as Attachment "C" hereto. The Amended Boundary Map does not include any territory not included in the Original Boundary Map. The City Council hereby directs the District and its consultants to record the Amended Boundary Map as shown in Attachment "C" hereto. Section 6. A public hearing (the "Hearing ") on amending the Original Rate and Method in accordance with the proposed Amended Rate and Method and amending the Facilities and Incidental Expenses that the District is authorized to finance shall be held at 7:00 p.m., or as soon thereafter as practicable, on June 23, 2020, at the City Cultural Center, 183 North Main Street, Lake Elsinore, California. Notwithstanding the foregoing, consistent with the Governor of the State of California's Executive Order N -29 -20 or other applicable directives, the Hearing may be held remotely with public participation via methods to be set forth in the City Council's agenda. Should the City Council determine to take action to effectuate the foregoing, a special election will be held within the District to authorize the levy of the special tax pursuant to the proposed Amended Rate and Method, and to authorize the District to finance the Facilities and the Incidental Expenses in accordance with the procedures contained in Government Code Section 53326. If such elections are held, the proposed voting procedure at the elections will be the landowner votes with each landowner who is the owner of record of land within the District at the close of the Hearing, or the authorized representative thereof, having one vote for each acre or portion thereof owned within the District. Ballots for the special elections may be distributed by mail or by personal service. Section 7. At the time and place set forth above for the Hearing, the City Council will receive testimony regarding amending the Original Rate and Method in accordance with the proposed Amended Rate and Method, the amendment to the authorized Facilities and Incidental Expense and the proposed amended boundary map. At the time and place set forth above for the Hearing, any interested person, including all persons owning lands or registered to vote within the District may appear and be heard. Section 8. The City Clerk is hereby directed to publish a notice (the "Notice ") of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation published in the area of the District. The City Clerk is further directed to mail a copy of the Notice to each of the landowners within the boundaries of the District at least 15 days prior to the Hearing. The Notice shall contain the text or a summary of this Resolution, the time and place of the Hearing, a statement that the testimony of all interested persons or taxpayers will be heard, a description of the protest rights of the registered voters and landowners in the proposed district and a description of the proposed voting procedure for the election required by the Act. Such publication shall be completed at least seven (7) days prior to the date of the Hearing. Section 9. The form of the Funding Agreement is hereby approved. The Mayor, the City Manager, the Assistant City Manager, or their written designees are hereby authorized and directed to execute and deliver the Funding Agreement in the form on file with the City Clerk with such changes, insertions and omissions as may be approved by the officer or officers executing such agreement, said execution being conclusive evidence of such approval. Section 10. The form of the JCFA is hereby approved. The Mayor, the City Manager, the Assistant City Manager, or their written designees are hereby authorized and directed to execute and deliver the JCFA in the form on file with the City Clerk with such changes, 3 insertions and omissions as may be approved by the officer or officers executing such agreement, said execution being conclusive evidence of such approval Section 11. Except as set forth herein, no other amendments or modifications to the District are being considered at this time. Section 12. This Resolution shall be effective upon its adoption. Passed and Adopted on this 12th day of May, 2020. Attest: Candace Alvarez, MMC City Clerk 0 Brian Tisdale, Mayor STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF LAKE ELSINORE I, Candace Alvarez, MMC, that Resolution No. 2020 - California, at the Regular following vote: AYES: NOES: ABSENT: ABSTAIN: ) ss. City Clerk of the City of Lake Elsinore, California, do hereby certify was adopted by the City Council of the City of Lake Elsinore, neeting of May 12, 2020 and that the same was adopted by the Candace Alvarez, MMC City Clerk 5 ATTACHMENT "A" AMENDED AND RESTATED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006 -4 (ROSETTA HILLS) A Special Tax (all capitalized terms are defined in Section A, "Definitions ", below) shall be applicable to each Assessor's Parcel of Taxable Property located within the boundaries of the City of Lake Elsinore Community Facilities District No. 2006 -4 (Rosetta Hills) ( "CFD No. 2006 -4 "). The amount of Special Tax to be levied in each Fiscal Year on an Assessor's Parcel shall be determined by the City Council of the City of Lake Elsinore, acting in its capacity as the legislative body of CFD No. 2006 -4, by applying the appropriate Special Tax for Developed Property, Approved Property, Undeveloped Property, and Provisional Undeveloped Property that is not Exempt Property as set forth below. All of the real property, unless exempted by law or by the provisions hereof in Section F, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre or Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County parcel map or instrument. The square footage of an Assessor's Parcel is equal to the Acreage multiplied by 43,560. "Act" means the Mello -Roos Communities Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of CFD No. 2006 -4, including but not limited to: the costs of computing the Special Taxes and preparing the Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the City or otherwise); the costs of remitting Special Taxes to the Trustee; the costs of the Trustee (including legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD No. 2006 -4 or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD No. 2006 -4 or any designee thereof of complying with disclosure requirements of the City, CFD No. 2006 -4 or obligated persons associated with applicable federal and state securities laws and the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2006 -4 or any designee thereof related to an appeal of the Special Tax; the costs associated with the release of funds from an escrow account; and the City's annual administration fees and third party expenses. Administration Expenses shall also include amounts estimated by the CFD Administrator or advanced by the City or CFD No. 2006 -4 for any other administrative purposes of CFD No. 2006 -4, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. A -1 "Amended Boundary Map" means a recorded map of the CFD which indicates the boundaries of the CFD and amends the Original Boundary Map. "Approved Property" means all Assessor's Parcels of Taxable Property: (i) that are included in a Final Map that was recorded prior to the January 1" preceding the Fiscal Year in which the Special Tax is being levied, (ii) and has an assigned Assessor's Parcel Number from the County shown on an Assessor's Parcel Map for the individual lot included on the Final Map, and (iii) that have not been issued a building permit on or before May 15t preceding the Fiscal Year in which the Special Tax is being levied. "Assessor's Parcel" means a lot or parcel of land designated on an Assessor's Parcel Map with an assigned Assessor's Parcel Number. "Assessor's Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor's Parcel Number. "Assessor's Parcel Number" means that number assigned to an Assessor's Parcel by the County for purposes of identification. "Assigned Special Tax" means the Special Tax of that name described in Section D below. "Backup Special Tax" means the Special Tax of that name described in Section D below. "Bonds" means any obligation to repay a sum of money, including obligations in the form of bonds, notes, certificates of participation, long -term leases, loans from government agencies, or loans from banks, other financial institutions, private businesses, or individuals, or long -term contracts, or any refunding thereof, to which Special Tax of CFD No. 2006 -4 have been pledged. "Building Permit" means the first legal document issued by a local agency giving official permission for new construction. For purposes of this definition, "Building Permit" may or may not include any subsequent building permit document(s) authorizing new construction on an Assessor's Parcel that are issued or changed by the City after the first original issuance, as determined by the CFD Administrator as necessary to fairly allocate Special Tax to the Assessor's Parcel, provided that following such determination the Maximum Special Tax that may be levied on all Assessor's Parcels of Taxable Property will be at least 1.1 times maximum annual debt service on all outstanding Bonds plus the estimated annual Administrative Expenses. "Building Square Footage" or "BSF" means the square footage of assessable internal living space, exclusive of garages or other structures not used as living space, as determined by reference to the Building Permit for such Assessor's Parcel. "Calendar Year" means the period commencing January 1 of any year and ending the following December 31. "CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement, and providing for the levy and collection of the Special Taxes. "CFD" or "CFD No. 2006 -4" means Community Facilities District No. 2006 -4 (Rosetta Hills) established by the City under the Act. "City" means the City of Lake Elsinore. "City Council" means the City Council of the City of Lake Elsinore, acting as the Legislative Body of CFD No. 2006 -4. "Condominium Plan" means a condominium plan as set forth in the California Civil Code, Section 4285. "County" means the County of Riverside. "Developed Property" means all Assessor's Parcels of Taxable Property that: (i) are included in a Final Map that was recorded prior to the January 1" preceding the Fiscal Year in which the Special Tax is being levied, and (ii) has an Assessor's Parcel Number from the County shown on an Assessor's Parcel Map for the individual lot included on the Final Map, and (iii) a Building Permit for new construction was issued on or before May 1st preceding the Fiscal Year in which the Special Tax is being levied. "Exempt Property" means all Assessor's Parcels designated as being exempt from Special Taxes as provided for in Section F. "Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a Condominium Plan pursuant to California Civil Code Section 1352 that creates individual lots for which Building Permits may be issued without further subdivision. "Fiscal Year" means the period commencing on July 1st of any year and ending the following June 30th. "Indenture" means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and /or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Category" means any of the categories listed in Table 1 and Table 2 of Section D. "Maximum Special Tax" means for each Assessor's Parcel, the maximum Special Tax, determined in accordance with Section D below, that can be levied by CFD No. 2006 -4 in any Fiscal Year on such Assessor's Parcel. "Multifamily Property" means all Assessor's Parcels of Developed Property for which a Building Permit has been issued for the purpose of constructing a building or buildings comprised of attached Residential Units available for rental by the general public, not for sale to an end user, and under common management, as determined by the CFD Administrator. "Non- Residential Property" or "NR" means all Assessor's Parcels of Taxable Property for which a building permit(s) was issued for a non - residential use. The CFD Administrator shall make the determination if an Assessor's Parcel is Non - Residential Property. "Original Boundary Map" means a recorded map of the CFD which indicates the original boundaries of the CFD recorded in book 67 of maps of assessment and community facilities district page 9 as instrument no. 2006 - 0456002 recorded with the County. WKI "Partial Prepayment Amount" means the amount required to prepay a portion of the Special Tax obligation for an Assessor's Parcel, as described in Section G.2. "Prepayment Amount" means the amount required to prepay the Special Tax obligation in full for an Assessor's Parcel, as described in Section G.1. "Proportionately" means for Taxable Property that is (i) Developed Property, that the ratio of the actual Special Tax levy to the Assigned Special Tax is the same for all Assessor's Parcels of Developed Property, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Assessor's Parcels of Approved Property, and (iii) Undeveloped Property, or Provisional Undeveloped Property, that the ratio of the actual Special Tax levy per Acre to the Maximum Special Tax per Acre is the same for all Assessor's Parcels of Undeveloped Property, or Provisional Undeveloped Property, as applicable. "Provisional Undeveloped Property" means all Assessor's Parcels of Taxable Property that would otherwise be classified as Exempt Property pursuant to the provisions of Section F, but cannot be classified as Exempt Property because to do so would be reduce the Acreage of all Taxable Property below the required minimum Acreage set forth in Sections F. "Residential Property" means all Assessor's Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more Residential Units. "Residential Unit" or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the CFD Administrator. "Single Family Residential Property" means all Assessor's Parcels of Residential Property other than Multifamily Property. "Special Tax" means any of the special taxes authorized to be levied within CFD No. 2006 -4 pursuant to the Act to fund the Special Tax Requirement. "Special Tax Requirement " means the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses, (iii) the costs associated with the release of funds from an escrow account, (iv) any amount required to replenish any reserve funds established in association with the Bonds, (v) an amount equal to any anticipated shortfall due to Special Tax delinquencies, and (vi) for the collection or accumulation of funds for the acquisition or construction of facilities authorized by CFD No. 2006 -4 or the payment of debt services on Bonds anticipated to be issued, provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on Approved Property or Undeveloped Property as set forth in Steps Two or Three of Section E., less (vii) any amounts available to pay debt service or other periodic costs on the Bonds pursuant to the Indenture. "Taxable Property" means all Assessor's Parcels within CFD No. 2006 -4, which are not Exempt Property. "Taxable Unit" means either a Residential Unit or an Acre. "Tax Zone(s)" means the geographical area(s) identified as Tax Zone A or Tax Zone B as shown on the Amended Boundary Map. "Tax Zone A" means all property located within the specific area identified on the Amended Boundary Map as Tax Zone A. "Tax Zone B" means all property located within the specific area identified on the Amended Boundary Map as Tax Zone B. "Tract(s)" means an area of land within a subdivision identified by a particular tract number on a Final Map approved for the subdivision. "Trustee" means the trustee, fiscal agent, or paying agent under the Indenture. "Undeveloped Property" means all Assessor's Parcels of Taxable Property which Developed Property are not, Approved Property, Provisional Undeveloped Property. B. SPECIAL TAX Commencing Fiscal Year 2020 -2021 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property, up to the applicable Maximum Special Tax, to fund the Special Tax Requirement. C. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX Each Fiscal Year, beginning with Fiscal Year 2020 -2021, each Assessor's Parcel within CFD No. 2006 -4 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor's Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property shall be further classified as being in within Tax Zone A or Tax Zone B. Assessor's Parcels of Developed Property shall further be classified as Residential Property or Non - Residential Property. Each Assessor's Parcel of Residential Property shall further be classified as a Single - Family Residential Property, or Multifamily Property. Each Assessor's Parcel of Single - Family Residential Property shall be further categorized into Land Use Categories based on its Building Square Footage and assigned to its appropriate Assigned Special Tax rate. In the event that an Assessor's Parcel for which one or more Building Permits have been issued and the County has not yet assigned final Assessor's Parcel Number(s) to the Residential Unit(s) (in accordance with the Final Map or Condominium Plan) on such Assessor's Parcel, the amount of the Special Tax levy on such Assessor's Parcel for each Fiscal Year shall be determined as follows: (1) the CFD Administrator shall first determine an amount of the Maximum Special Tax levy for such Assessor's Parcel, based on the classification of such Assessor's Parcel as Undeveloped Property; (2) the amount of the Special Tax levy for the Residential Units on such Assessor's Parcel for which Building Permits have been issued shall be determined based on the Developed Property Special Tax rates and shall be taxed as Developed Property in accordance with Step 1 of Section E below; and (3) the amount of the Special Tax levy on the Taxable Property in such Assessor's Parcel not subject to the Special Tax levy in clause (2) shall be equal to: (A) the percentage of the Maximum Special Tax rate levied on all other Undeveloped Property multiplied by the total of the amount determined in clause (1), less the amount determined in clause (2). A -5 D. MAXIMUM SPECIAL TAX 1. Developed Property The Maximum Special Tax for each Assessor's Parcel of Single - Family Residential Property in any Fiscal Year shall be the greater of (i) the Assigned Special Tax or (ii) the Backup Special Tax. The Maximum Special Tax for each Assessor's Parcel of Non - Residential Property or Multifamily Residential Property within the boundaries of the CFD shall be the applicable Assigned Special Tax described in Table 1 or Table 2 of Section D. a. Assigned Special Tax Each Fiscal Year, each Assessor's Parcel of Single - Family Residential Property, Multifamily Property, or Non - Residential Property shall be subject to an Assigned Special Tax. The Assigned Special Tax applicable to an Assessor's Parcel of Developed Property shall be determined pursuant to Table 1 and Table 2 below. TABLE 1 ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY WITHIN TAX ZONE A Land Use Category Taxable Unit Building Square Footage Assigned Special Tax Per Taxable Unit 1. Single Family Residential Property RU Less than 1,800 sq. ft $1,463.00 2. Single Family Residential Property RU 1,800 sq. ft to 2,100 sq. ft $1,617.00 3. Single Family Residential Property RU 2,101 sq. ft to 2,400 sq. ft $1,702.00 4. Single Family Residential Property RU Greater than 2,400 sq. ft $1,805.00 5. Multifamily Property Acre N/A $10,868.00 6. Non - Residential Property Acre N/A $10,868.00 On each July 1, commencing July 1, 2021, the Assigned Special Tax rate for Developed Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year. TABLE 2 ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY WITHIN TAX ZONE B Land Use Category Taxable Unit Building Square Footage Assigned Special Tax Per Taxable Unit 1. Single Family Residential Property RU Less than 1,800 sq. ft $1,463.00 2. Single Family Residential Property RU 1,800 sq. ft to 2,100 sq. ft $1,617.00 3. Single Family Residential Property RU 2,101 sq. ft to 2,400 sq. ft $1,702.00 4. Single Family Residential Property RU Greater than 2,400 sq. ft $1,805.00 5. Multifamily Property Acre N/A $8,555.00 6. Non - Residential Property Acre N/A $8,555.00 On each July 1, commencing July 1, 2021, the Assigned Special Tax rate for Developed Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year. b. Multiple Land Use Categories In some instances, an Assessor's Parcel of Developed Property may contain more than one Land Use Type. The Maximum Special Tax levied on an Assessor's Parcel shall be the sum of the Maximum Special Tax for all Land Use Categories located on the Assessor's Parcel. The CFD Administrator's allocation to each type of property shall be final. c. Backup Special Tax When a Final Map is recorded, the CFD Administrator shall determine which Tax Zone the Final Map area lies within and the Backup Special Tax for an Assessor's Parcel within a Final Map classified or to be classified as Single - Family Property shall calculated according to the following formula. B= (UxA) /L The terms above have the following meanings: B = Backup Special Tax per Assessor's Parcel within the Final Map U = Maximum Special Tax per Acre of Undeveloped Property per Section D.3 below A = Acreage of Single - Family Residential Property expected to exist in such Final Map at the time of calculation, as determined by the Administrator L = Number of Residential Units expected to exist in such Final Map at the time of calculation, as determined by the Administrator. In the event any portion of the Final Map is changed or modified, the Backup Special Tax for all Assessor's Parcels within such changed or modified area shall be $10,868 per Acre for Tax Zone A and $8,555 for Tax Zone B. A -7 In the event any superseding Final Map is recorded as a Final Map within the Boundaries of the CFD, the Backup Special Tax for all Assessor's Parcels within such Final Map shall be $10,868 per Acre for Tax Zone A and $8,555 for Tax Zone B. The Backup Special Tax shall not apply to Multifamily Residential Property, or Non - Residential Property. On each July 1, commencing July 1, 2021, the Backup Special Tax rate shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year. 2. Approved Property The Maximum Special Tax for each Assessor's Parcel of Approved Property expected to be classified as Single - Family Property shall be the Backup Special Tax computed pursuant to Section D.1.c above. The Maximum Special Tax for each Assessor's Parcel of Approved Property expected to be classified as Multifamily Residential Property or Non - Residential Property shall $10,868 per Acre for Tax Zone A and $8,555 for Tax Zone B. On each July 1, commencing July 1, 2021, the Maximum Special Tax rate for Approved Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year. 3. Undeveloped Property and Provisional Undeveloped Property that is not Exempt Property Dursuant to the Drovisions of Section F The Maximum Special Tax for each Assessor's Parcel of Undeveloped Property and Provisional Undeveloped Property that is not Exempt Property is shown in Table 3 below. TABLE 3 UNDEVELOPED PROPERTY AND PROVISIONAL UNDEVELOPED PROPERTY MAXIMUM SPECIAL TAX Tax Zone Maximum Special Tax Per Acre A $10,868 B $8,555 On each July 1, commencing July 1, 2021, the Maximum Special Tax rate for Undeveloped and Provisional Undeveloped Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year. E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing Fiscal Year 2020 -2021 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property in accordance with the following steps: Step One: The Special Tax shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax rates needed to satisfy the Special Tax Requirement. Step Two: If additional moneys are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on each Assessor's Parcel of Approved Property at up to 100% of the Maximum Special Tax applicable to each such Assessor's Parcel as needed to satisfy the Special Tax Requirement. Step Three: If additional moneys are needed to satisfy the Special Tax Requirement after the first two steps have been completed, the Annual Special Tax shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor's Parcel as needed to satisfy the Special Tax Requirement. Step Four: If additional moneys are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax levy on each Assessor's Parcel of Developed Property for which the Maximum Special Tax is the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to 100% of the Backup Special Tax as needed to satisfy the Special Tax Requirement. Step Five: If additional moneys are needed to satisfy the Special Tax Requirement after the first four steps have been completed, the Special Tax shall be levied Proportionately on each Assessor's Parcel of Provisional Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor's Parcel as needed to satisfy the Special Tax Requirement. Notwithstanding the above, under no circumstances will the Special Taxes levied in any Fiscal Year against any Assessor's Parcel of Residential Property as a result of a delinquency in the payment of the Special Tax applicable to any other Assessor's Parcel be increased by more than ten percent (10 %) above the amount that would have been levied in that Fiscal Year had there never been any such delinquency or default. F. EXEMPTIONS The City shall classify as Exempt Property within the applicable Tax Zone, in the following order of priority, (i) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor's Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by a homeowners' association, (iv) Assessor's Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement, (v) Assessor's Parcels which are privately owned and are encumbered by or restricted solely for public uses, or (vi) Assessor's Parcels restricted to other types of public uses determined by the City Council, provided that no such classification would reduce the sum of all Taxable Property to less than 23.92 Acres in Tax Zone A and 3.85 Acres in Tax Zone B. Notwithstanding the above, the City Council shall not classify an Assessor's Parcel as Exempt Property if such classification would reduce the sum of all Taxable Property to less than 23.92 Acres in Tax Zone A and 3.85 Acres in Tax Zone B. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than 23.92 Acres in Tax Zone A and 3.85 Acres in Tax Zone B will be classified as Provisional Undeveloped Property, and will be subject to Special Tax pursuant to Step Five in Section E. G. PREPAYMENT OF SPECIAL TAX The following additional definitions apply to this Section G: "CFD Public Facilities" means $4,500,000 expressed in 2020 dollars, which shall increase by the Construction Inflation Index on July 1, 2021, and on each July 1 thereafter, or such lower amount (i) determined by the City Council as sufficient to provide the public facilities under the authorized bonding program for CFD No. 2006 -4, or (ii) determined by the City Council concurrently with a covenant that it will not issue any more Bonds to be supported by Special Tax levied under this Rate and Method of Apportionment. "Construction Fund" means an account specifically identified in the Indenture or functionally equivalent to hold funds, which are currently available for expenditure to acquire or construct public facilities eligible to be financed by CFD No. 2006 -4. "Construction Inflation Index" means the annual percentage change in the Engineering News - Record Building Cost Index for the city of Los Angeles, measured as of the Calendar Year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the City that is reasonably comparable to the Engineering News - Record Building Cost Index for the city of Los Angeles. "Future Facilities Costs" means the CFD Public Facilities minus public facility costs available to be funded through existing construction or escrow accounts funded by the Outstanding Bonds, and minus public facility costs funded by interest earnings on the Construction Fund actually earned prior to the date of prepayment. "Outstanding Bonds" means all previously issued Bonds issued and secured by the levy of Special Tax which will remain outstanding after the first interest and /or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Special Tax. 1. Prepayment in Full The Maximum Special Tax obligation may be prepaid and permanently satisfied for (i) Assessor's Parcels of Developed Property, (ii) Assessor's Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, (iii) Approved Property or Undeveloped Property for which a Building Permit has not been issued and (iv) Assessor's Parcels of Public Property or Property Owner's Association Property, or Provisional Undeveloped Property that are not Exempt Property pursuant to Section F. The Maximum Special Tax obligation applicable to an Assessor's Parcel may be fully prepaid and the obligation to pay the Special Tax for such Assessor's Parcel permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Maximum Special Tax obligation for such Assessor's Parcel shall provide the CFD Administrator with written notice of intent to prepay, and within 5 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non - refundable deposit A -10 determined to cover the cost to be incurred by the CFD in calculating the Prepayment Amount (as defined below) for the Assessor's Parcel. Within 15 days of receipt of such non - refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount for the Assessor's Parcel. Prepayment must be made not less than 60 days prior to the redemption date for any Bonds to be redeemed with the proceeds of such prepaid Special Taxes. The Prepayment Amount (defined below) shall be calculated as follows (capitalized terms are defined below): The Prepayment Amount shall be determined as of the proposed prepayment date as follows: 1. Confirm that no Special Tax delinquencies apply to such Assessor's Parcel. 2. For an Assessor's Parcel of Developed Property, compute the Maximum Special Tax for the Assessor's Parcel. For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has been issued, compute the Maximum Special Tax for the Assessor's Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been issued for the Assessor's Parcel. For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has not been issued, Public Property, Property Owner's Association Property, or Provisional Undeveloped Property to be prepaid compute the Maximum Special Tax for the Assessor's Parcel. 3. Divide the Maximum Special Tax derived pursuant to paragraph 2 by the total amount of Special Taxes that could be levied at the Maximum Special Tax at build out of all Assessor's Parcels of Taxable Property based on the applicable Maximum Special Tax for Assessor's Parcels of Developed Property not including any Assessor's Parcels for which the Special Tax obligation has been previously prepaid. 4. Multiply the quotient derived pursuant to paragraph 3 by the principal amount of the Outstanding Bonds to determine the amount of Outstanding Bonds to be redeemed with the Prepayment Amount (the "Bond Redemption Amount "). 5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium "). 6. Determine the Future Facilities Costs. 7. Multiply the quotient derived pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to determine the amount of Future Facilities Costs for the Assessor's Parcel (the "Future Facilities Amount "). A -11 Bond Redemption Amount plus, Redemption Premium plus, Future Facilities Amount plus, Defeasance Amount plus, Administrative Fees and Expenses less Reserve Fund Credit Equals: Prepayment Amount The Prepayment Amount shall be determined as of the proposed prepayment date as follows: 1. Confirm that no Special Tax delinquencies apply to such Assessor's Parcel. 2. For an Assessor's Parcel of Developed Property, compute the Maximum Special Tax for the Assessor's Parcel. For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has been issued, compute the Maximum Special Tax for the Assessor's Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been issued for the Assessor's Parcel. For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has not been issued, Public Property, Property Owner's Association Property, or Provisional Undeveloped Property to be prepaid compute the Maximum Special Tax for the Assessor's Parcel. 3. Divide the Maximum Special Tax derived pursuant to paragraph 2 by the total amount of Special Taxes that could be levied at the Maximum Special Tax at build out of all Assessor's Parcels of Taxable Property based on the applicable Maximum Special Tax for Assessor's Parcels of Developed Property not including any Assessor's Parcels for which the Special Tax obligation has been previously prepaid. 4. Multiply the quotient derived pursuant to paragraph 3 by the principal amount of the Outstanding Bonds to determine the amount of Outstanding Bonds to be redeemed with the Prepayment Amount (the "Bond Redemption Amount "). 5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium "). 6. Determine the Future Facilities Costs. 7. Multiply the quotient derived pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to determine the amount of Future Facilities Costs for the Assessor's Parcel (the "Future Facilities Amount "). A -11 8. Determine the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and /or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds on which Bonds can be redeemed from Special Tax prepayments. 9. Determine the Special Taxes levied on the Assessor's Parcel in the current Fiscal Year which have not yet been paid. 10. Determine the amount the CFD Administrator reasonably expects to derive from the investment of the Bond Redemption Amount and the Redemption Premium from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the Prepayment Amount. 11. Add the amounts derived pursuant to paragraphs 8 and 9 and subtract the amount derived pursuant to paragraph 10 (the "Defeasance Amount "). 12. Verify the administrative fees and expenses of the CFD, including the cost of computation of the Prepayment Amount, the cost to invest the Prepayment Amount, the cost of redeeming the Outstanding Bonds, and the cost of recording notices to evidence the prepayment of the Maximum Special Tax obligation for the Assessor's Parcel and the redemption of Outstanding Bonds (the "Administrative Fees and Expenses "). 13. The reserve fund credit (the "Reserve Fund Credit ") shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. 14. The Prepayment Amount is equal to the sum of the Bond Redemption Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance Amount and the Administrative Fees and Expenses, less the Reserve Fund Credit. 15. From the Prepayment Amount, the Bond Redemption Amount, the Redemption Premium, and Defeasance Amount shall be deposited into the appropriate fund as established under the Indenture and be used to redeem Outstanding Bonds or make debt service payments. The Future Facilities Amount shall be deposited into the Construction Fund. The Administrative Fees and Expenses shall be retained by the CFD. The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such event, the increment above $5,000 or an integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next redemption from other Special Tax prepayments of Outstanding Bonds or to make debt service payments. As a result of the payment of the current Fiscal Year's Special Tax levy as determined pursuant to paragraph 9 above, the CFD Administrator shall remove the current Fiscal Year's Special Tax levy for the Assessor's Parcel from the County tax roll. With respect to any Assessor's Parcel for which the Maximum A -12 Special Tax obligation is prepaid, the City Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Maximum Special Tax obligation and the release of the Special Tax lien for the Assessor's Parcel, and the obligation to pay the Special Tax for such Assessor's Parcel shall cease. Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of Maximum Special Tax that may be levied on all Assessor's Parcels of Taxable Property after the proposed prepayment will be at least 1.1 times maximum annual debt service on the Bonds that will remain outstanding after the prepayment plus the estimated annual Administrative Expenses. Tenders of Bonds in prepayment of the Maximum Special Tax obligation may be accepted upon the terms and conditions established by the City Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case -by -case basis as specifically approved by the City Council. 2. Prepayment in Part The Maximum Special Tax obligation for an Assessor's Parcel of Developed Property, Approved Property or Undeveloped Property may be partially prepaid. For purposes of determining the partial prepayment amount, the provisions of Section G.1 shall be modified as provided by the following formula: PP = ((PE — A) x F) + A These terms have the following meaning: PP = Partial Prepayment Amount PE = the Prepayment Amount calculated according to Section G.1 F = the percent by which the owner of the Assessor's Parcel(s) is partially prepaying the Maximum Special Tax obligation A = the Administrative Fees and Expenses determined pursuant to Section G.1 The owner of an Assessor's Parcel who desires to partially prepay the Maximum Special Tax obligation for the Assessor's Parcel shall notify the CFD Administrator of (i) such owner's intent to partially prepay the Maximum Special Tax obligation, (ii) the percentage of the Maximum Special Tax obligation such owner wishes to prepay, and (iii) the company or agency that will be acting as the escrow agent, if any. Within 5 days of receipt of such notice, the CFD Administrator shall notify such property owner of the amount of the non - refundable deposit determined to cover the cost to be incurred by the CFD in calculating the amount of a partial prepayment. Within 15 business days of receipt of such non- refundable deposit, the CFD Administrator shall notify such owner of the amount of the Partial Prepayment Amount for the Assessor's Parcel. A Partial Prepayment Amount must be made not less than 60 days prior to the redemption date for the Outstanding Bonds to be redeemed with the proceeds of the Partial Prepayment Amount. With respect to any Assessor's Parcel for which the Maximum Special Tax obligation is partially prepaid, the CFD Administrator shall (i) distribute the Partial Prepayment Amount as provided in Paragraph 15 of Section G.1, and (ii) indicate in the records of the CFD that there has been a Partial Prepayment for the Assessor's Parcel and that a portion of the Maximum Special Tax obligation equal to the remaining percentage (1.00 - F) of the Maximum Special Tax obligation will continue to be levied on the Assessor's Parcel pursuant to Section E. A -13 H. TERMINATION OF SPECIAL TAX For each Fiscal Year that any Bonds are outstanding the Special Tax shall be levied on all Assessor's Parcels subject to the Special Tax. The Special Tax shall cease not later than the 2059 -2060 Fiscal Year however, Special Tax will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determined (i) that all the required interest and principal payments on the CFD No. 2006 -4 Bonds have been paid; (ii) all authorized facilities of CFD No. 2006 -4 have been acquired and all reimbursements to the developer have been paid, (iii) no delinquent Special Tax remain uncollected and (iv) all other obligations of CFD No. 2006 -4 have been satisfied. I. MANNER OF COLLECTION The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2006 -4 may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor's Parcels as permitted by the Act. J. APPEALS OF SPECIAL TAXES Any taxpayer may file a written appeal of the Special Taxes on his /her Assessor's Parcel(s) with the CFD Administrator, provided that the appellant is current in his /her payments of Special Taxes. During pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant's Assessor's Parcel(s). No refunds of previously paid Special Taxes shall be made. The CFD Administrator shall interpret this Rate and Method of Apportionment and make determinations relative to the annual levy and administration of the Special Taxes and any taxpayer who appeals, as herein specified. A -14 ATTACHMENT "B" Types of Facilities to Be Financed by Community City of Lake Elsinore Facilities District No. 2006 -4 The proposed types of public facilities and expenses to be financed by the District include: The construction, purchase, modification, expansion, rehabilitation and /or improvement of (i) drainage, library, park, fire, roadway, traffic, administration and community center facilities, marina and animal shelter facilities, and other public facilities of the City, including the foregoing public facilities which are included in the City's fee programs with respect to such facilities and authorized to be financed under the Mello -Roos Community Facilities Act of 1982, as amended (the "City Facilities ") and (ii) water and sewer facilities including the acquisition of capacity in the sewer system and /or water system of the Elsinore Valley Municipal Water District which are included in Elsinore Valley Municipal Water District's water and sewer capacity and connection fee programs (the "Water District Facilities" and together, with the City Facilities, the "Facilities "), and all appurtenances and appurtenant work in connection with the foregoing Facilities, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision for such Facilities, and to finance the incidental expenses to be incurred, including: a. The cost of engineering, planning and designing the Facilities; b. All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and C. Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities. Capitalized terms used and not defined herein shall have the meaning set forth in the Rate and Method of Apportionment of Special Taxes for the District. HE THIS MAP AMENDS THE BOUNDARY MAP RECORDED IN BOOK 67 OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICT PAGE 9 AS INSTRUMENT NO 2006 - 0-002 IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. BOUNDARIES OF COMMUNITY FACILITIES DISTRICT NO. 2019 -1 (WESTLAKE1, T OF TAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, WAS APPROVED BY THE ATTACHMENT "C" AMENDED BOUNDARY MAP AMENDED BOUNDARY MAP OF COMMUNITY FACILITIES DISTRICT NO. 2006 -4 (ROSETTA HILLS) CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA MEETING THEREOF, HELD ON D DAY OF — 30_, BY RESOLUTION NO. C -1 SHEET 1 OF 2 SHEETS RECORDED THIS DAY OF _20AT THE HOUR OF O'CLOCK M IN BOOK PAGE OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS IN THE OFFICE OF THE COUNTY RECORDER_ IN THE COUNTY OF RIVERSIDE_ STATE OF FEE. NO., _ PETER ALDANA, ASSESSOR, COUNTY CLERK, RECORDER 10 DEPUTY LEGEND RcuNOA r N C -2 C -3 SHEET 2 OF 2 S"EE 3 AMENDED BOUNDARY MAP OF COMMUNITY FACILITIES DISTRICT NO. 2006 -4 (ROSETTA HILLS) CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA TAX ZONE A TAX ZONE B REFERENCE NO. ' 2 3 APN .ai {13 -i1p7 3d]£r4}IS 3R4�OR REFERENCE NL. 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CLURMAN SEPARATE PROPERTY TRUST (the "Don Clurman Property Trust "), THREE STRANDS PROPERTIES, a California limited liability company ( "Three Strands Properties "), and SPECTRUM COMMUNITIES, LLC, a California limited liability company ( "Spectrum Communities, and together with the Don Clurman Property Trust and Three Strands Properties, the "Developer "), each individually a "Party" and collectively the "Parties "; and WHEREAS, the City has formed the CFD pursuant to the provisions of the Mello -Roos Community Facilities Act of 1982, as amended (the "Act "), authorized special taxes and issuance of bonded indebtedness to finance certain public improvements to be owned, operated or maintained by the City and the Elsinore Valley Municipal Water District and Incidental Expenses in accordance with the Act; and WHEREAS, in order to proceed in a timely way with development of the property within the Community Facilities District which is attached as Exhibit "A" (the "Developer Property "), Developer desires to fund through the Community Facilities District (i) improvements included in the City's fee programs (the "City Improvements "), as more particularly set forth and described in the Description of Cost Estimates attached hereto as Exhibit "B" and (ii) if applicable, any improvements unrelated to the City Improvements described and governed by the terms contained in Exhibit "E" hereto (the "Miscellaneous Improvements ") (collectively the "Improvements "); and WHEREAS, the City is authorized by the Act to form the CFD and to issue bonds to fund the Improvements; and WHEREAS, the City Council has adopted its "Statement of Goal and Policies for the Use of the Mello -Roos Community Facilities Act of 1982," which sets forth the City's policies and procedures concerning the use of special district financing programs to finance City facilities (the "Policy "); and WHEREAS, the purpose of this Agreement is to constitute a formal understanding between Developer and the City (pursuant to the requirements of Government Code Section 53313.51 and other provisions of the Act and the Policy) concerning financial and other obligations and responsibilities related to the Improvements to be financed by the Community Facilities District to the extent funds are available, and to set forth the conditions upon which (1) the Community Facilities District will fund the Improvements and (2) the Community Facilities District will also fund any Miscellaneous Improvements, if applicable, described in Exhibit "E." NOW, THEREFORE, it is mutually agreed between the respective parties as follows: SECTION 1. DEVELOPER DEPOSIT At Developer's request, the City undertook the formation of and certain change proceedings for the Community Facilities District. The Developer has advanced to the City a sum of money related to the costs of such proceedings, all of which shall be eligible for reimbursement from the CFD. The City will provide to Developer on request a summary of how the advances have been spent and the unexpended balance remaining. The amounts advanced by Developer and, to the extent determined reasonable and appropriate by the City, expenses incurred by Developer for engineering consultant costs in connection with the formation of the Community Facilities District and the issuance of bonds, will be reimbursable to Developer, without interest, from the proceeds of bonds (the "Bonds ") issued by the Community Facilities District. In the event that Bonds are not issued to provide a source of reimbursement to Developer, the City shall not have any liability to Developer to reimburse it for any of the amounts previously advanced by Developer and expended by the City. Prior to the issuance of the Bonds, the City will request a final advance for any unpaid expenses incurred during preparatory technical, financial and legal work; and following payment of such expenses, the City shall promptly release the balance, if any, of the advance to Developer. Should the City's expenses exceed the remaining balance, the City will bill Developer for the difference, which Developer agrees to pay within 10 days following receipt of such billing, subject to the conditions of paragraph one of this section. SECTION 2. SALE OF BONDS 2.1 City Policy and Requirements for the Issuance of Bonds. The Policy, sets forth the City's policies and procedures concerning the use of special district financing programs to finance the Improvements. Pursuant to the Policy, the total annual amount of the special taxes to be collected with respect to a parcel within the CFD and all other taxes and assessments which will be collected with respect to such parcel must not exceed two percent (2 %) of the expected assessed value of such parcel within the Community Facilities District upon the completion of all expected structural improvements to such parcel. Such assessed value may be based on the actual sales price of such parcel to the initial purchaser. The parties hereby agree that, unless waived by the City, at the time of issuance of the Bonds, the following requirements shall be met: (1) the ratio of the value of all parcels of property for which the Bonds are being issued to the amount of outstanding community facilities district or assessment district bonds attributable to such parcels (the "Value -to -Lien Ratio ") may not be less than four -to -one (4:1) and (2) at least 50% of the proposed residential units within the Community Facilities District shall have been completed and conveyed to individual homeowners. The fair market value of the property within the Community Facilities District for purposes of determining the foregoing ratio will be determined based on the assessed value of the property or the appraised value of the property based on the appraisal made by an appraiser selected by the City with a valuation date within ninety (90) days of the issuance of the Bonds. Subject to satisfaction of the Policy and the requirements of this Agreement, the City shall use its best efforts to issue and sell the Bonds in one or more series in an amount sufficient to fund the Improvements in accordance with the schedule for development of the Developer Property. 2 2.2 Security for Payment of Special Taxes. (a) For purposes of the calculations in this Section 2.2, property owned under tenancy in common shall be deemed to be single ownership. Concurrently with the issuance and sale of each series of the Bonds, the owner of any land within the Community Facilities District, together with land owned by any affiliate (collectively, an "Account Party "), for which the maximum levy of the Special Tax (as defined in the Amended and Restated Rate and Method of Apportionment of Special Tax for the Community Facilities District (the "Rate and Method "), such Special Tax referred to herein as the "Special Tax" or "Special Taxes ") in the fiscal year following the fiscal year in which the Bonds are issued are equal to or exceed 20% of the total maximum Special Tax levy for such fiscal year, shall deliver to the City either (i) a renewable, irrevocable instrument of credit from a financial institution (rated "A" or better) or (ii) cash in -lieu thereof (a "Security "). The Security shall be in an amount equal to two times the expected Special Tax levy on the property owned by such Account Party in the fiscal year in which the Bonds are issued and the fiscal year following the fiscal year in which the Bonds are issued, based on ownership status as of a date that is within 60 days prior to the date of issuance of the Bonds (the "Stated Amount "). The Security shall be maintained by the Account Party in each fiscal year until terminated in accordance with Section 2.2(c) below. While the Security is still required, the Stated Amount of such Security shall be reduced as set forth in a "Certificate of Reduction or Termination" (as defined in Section 2.2(c) below). The Security shall name the City, or its designee, as a beneficiary and shall provide that the City, or its designee, may draw an amount equal to any delinquencies in payment of semiannual installments of the Special Taxes levied on property owned by the Account Party in the Community Facilities District. The total amount to be drawn under the Security shall not exceed an amount equal to the Special Taxes owed by the Account Party with respect to property within the Community Facilities District that is delinquent at the time the draw is made. The amount drawn on the Security shall be applied in the same manner and for the same purposes as the delinquent Special Taxes would have been applied; provided, however the payment of a draw under the Security will not be deemed to cure the delinquency in payment of the Special Taxes. If, subsequent to a draw on the Security and prior to the satisfaction of any reimbursements due to the institution providing the Security (the "Security Provider ") pursuant to this Agreement, the City receives payment of all or a portion of the delinquent Special Taxes or the proceeds of a sale of delinquent real property pursuant to foreclosure proceedings ( "Delinquency Proceeds ") for a parcel for which the Security has been drawn, the Security Provider shall be reimbursed for such draws to the extent of Delinquency Proceeds net of the City's costs of collection, provided that the Security is or has been concurrently reinstated to, or a Substitute Security (as defined below) provided for, the then applicable Stated Amount. The Security Provider is intended by the Parties to be a third party beneficiary of this Section 2.2. (b) The Security shall be renewed, or a substitute Security reasonably satisfactory to the City (a "Substitute Security ") provided, not less than thirty (30) calendar days prior to the expiration of the Security or Substitute Security then in effect. If the Account Party provides a Substitute Security to the City, then the City or its designee, shall return any existing Security on the effective date of the Substitute Security to the Security Provider. If the Security is not renewed within thirty (30) days prior to its expiration date and the requirements for release or termination of the Security as set forth in Section 2.2(c) below have not then been met, the full amount of the Security may be drawn by the City and deposited in an 3 account established under the Indenture (as hereinafter defined) or in such account established with a financial institution selected by the City. Thereafter, amounts in such account shall be held as security, and if Special Taxes owed by the Account Party with respect to property within the Community Facilities District are not paid prior to delinquency, then such amounts in such account may be applied by the City to pay the delinquent Special Taxes owed by the Account Party with respect to such property on the same terms and conditions applicable hereunder to draws on the Security. At such time as the Security is renewed, or a Substitute Security is accepted by the City, or the requirement for the Security has been terminated pursuant to this section, the City or its designee, shall release all amounts in the Security account to the Security Provider within ten (10) calendar days from the date of renewal or acceptance. (c) Following the sale or transfer by the Account Party of any property to a person other than the Account Party, or upon the prepayment of the Special Tax obligation for a parcel owned by the Account Party, the Account Party shall notify the Community Facilities District of such event, in writing, and, if requested by the Account Party, the Stated Amount of the Security shall be reduced and be recalculated in accordance with this Section 2.2; provided, however, that City shall be required to recalculate such amount and reduce the Security a maximum of two times each calendar year and any costs associated with the recalculation and reduction shall be borne by the Account Party. The Security shall be terminated when (i) maximum Special Tax levy on the land owned by the Account Party in the Community Facilities District is less than 20% of the maximum Special Tax levy in the current fiscal year, (ii) the Account Party has paid all Special Taxes in the current fiscal year and the property owned by the Account Party in the Community Facilities District is expected to be responsible for less than 20% of the maximum Special Tax levy in the next fiscal year, or (iii) the Account Party has paid all Special Taxes in the current fiscal year and in the following fiscal year, the Community Facilities District will not levy the Special Tax on property within the Community Facilities District owned by the Account Party. Reduction or termination of a Security shall occur automatically upon submission to the Security Provider by the City of a "Certificate of Reduction or Termination." The City shall deliver to the Security Provider, such Certificate of Reduction or Termination promptly upon receiving from the Account Party a certification which shall be made under penalty of perjury and which shall indicate (i) the legal description of all land owned by the Account Party, and either (ii) a recalculation of the new Stated Amount that the Account Party proposes be applicable to the Security or (iii) if termination of the Security is requested, a statement that one of the requirements set forth in (i), (ii) or (iii) of the preceding paragraph has been satisfied. The Account Party shall notify the City of any events that will result in a reduction of the Stated Amount of the Security and shall provide the City with verification of said events. The Account Party may provide the City with a Substitute Security in the reduced amount, and the City shall release and return to the Security Provider the Security then in effect. The Parties expressly acknowledge that the Account Party's failure to so notify the City or to reduce the Security at the times prescribed herein shall in no way effect or invalidate sale or transfer of property, or recordation of maps on property. (d) If property is sold or transferred by an Account Party with the result that the land owned by the transferee or any of its affiliates ( "Transferee ") is responsible for twenty percent (20 %) or more of the Special Tax in the current fiscal year, a Security on the same terms specified herein will be furnished by Transferee with respect to all land owned by such 0 Transferee in the Community Facilities District. Any applicable purchase and sale agreement and /or escrow instructions shall notify the Transferee of this Security requirement and obligate the Transferee to provide such Security, if applicable. The Security of the Account Party will not be reduced to reflect the sale or transfer of land until a Security is furnished by the Transferee and accepted by the City. The issuing financial institution and the form and terms of said Security will be subject to reasonable prior approval by the City. All terms provided in this Section 2.2 are applicable to the Transferee by replacing the term "Account Party" at each place where it occurs in each section with the term "Transferee." Each provider of a Security for a Transferee shall be an express third party beneficiary of the provisions of this Section 2.2. Any costs related to the holding or maintaining the Security, including any fees of a fiscal agent, trustee or other depository shall be borne by the Account Party. 2.3 Major Landowner Initial and Continuing Disclosure. For purposes of the calculations in this Section 2.3, property owned under tenancy in common shall be deemed to be single ownership. A developer of land within the Community Facilities District will be required to provide all information regarding the development of its property, including the financing plan for such development, which is necessary to ensure that the official statement for such Bonds complies with the requirements of Rule 15c2 -12 of the Securities and Exchange Commission (the "Rule ") and all other applicable federal and state securities laws. In addition, if the Developer is responsible for twenty percent (20 %) or more of the Special Tax in the fiscal year in which the Bonds are issued or in the fiscal year following the fiscal year in which the Bonds are issued (a "Major Landowner "), the Developer shall into a continuing disclosure agreement to provide such continuing disclosure pertaining to the development of the land owned by Developer within the CFD as necessary to assist the underwriter in complying with the continuing disclosure requirements of the Rule and /or to assist in the marketing of the Bonds. 2.4 Bond Issuance Parameters. The terms and conditions upon which each series of the Bonds shall be issued and sold, the method of sale of the Bonds and the pricing of the Bonds shall be determined solely by the City in its reasonable discretion in conformance with the requirements of Government Code Section 53313.5, the Act, the Policy, and this Agreement. The Bonds shall be issued with a term not to exceed 35 years and annual debt service on the Bonds shall be permitted to escalate by two percent (2 %) per year consistent with the annual escalation of the Special Tax. The proceeds of the Bonds shall be used in the following priority to (1) fund a reserve fund for the payment of principal and interest with respect to the Bonds in an amount equal to the least of (i) ten percent (10 %) of the total bond issue, (ii) maximum annual debt service on Bonds, or (iii) 125% of average annual debt service; (2) fund up to eighteen (18) months of capitalized interest; (3) pay for costs of issuance of the Bonds including, without limitation, underwriter's discount, bond counsel and disclosure counsel fees, appraisal and special tax consultant fees, printing, and fiscal agent fees; (4) pay for the costs of forming the Community Facilities District and any change proceedings for the Community Facilities District; and (5) pay for the actual costs of the Improvements. The Community Facilities District shall maintain records relating to the disbursements of proceeds of the sale of the Bonds. The Indenture or Resolution (hereinafter "Indenture ") for the Bonds shall establish an acquisition and construction fund or improvement fund (herein, the "Improvement Fund ") into which shall be deposited initially the proceeds of the Bonds net of the amount of proceeds required to fund items (1) through (4) in the second preceding sentence. The Indenture shall also establish separate accounts of the Improvement Fund designated the "City Improvements Account ", and any Miscellaneous Improvement Accounts (or such similar names as may be set forth in the Indenture) with respect to funds for the facilities described in 5 Exhibit "E" if applicable, into which shall be deposited such portions of the Improvement Fund as directed by the City pursuant to consultation with the Developer and in writing at or subsequent to the closing of the sale of the Bonds consistent with the following priorities: (a) An amount sufficient to fund the reasonable, current estimated cost of the City Improvements anticipated to be funded out of the Bonds being issued shall be deposited in the City Improvements Account; (b) If applicable, an amount sufficient to fund the reasonable, current estimated cost of any Miscellaneous Improvements anticipated to be funded out of the Bonds being issued shall be deposited in the applicable Miscellaneous Account(s), if any, described in Exhibit "E" hereto. The Indenture shall provide that amounts remaining in the Improvement Fund after funding all proposed Improvements or sooner, as specified by the City, shall be deposited in the special tax fund or bond service fund and be applied to pay debt service on the Bonds and /or to call Bonds in advance of maturity. SECTION 3. ALLOCATION OF SPECIAL TAXES Prior to the issuance of Bonds, the City Council of the City, acting as the legislative body of the Community Facilities District, shall levy Special Taxes at the assigned special tax rate on all parcels classified as Developed Property pursuant to the Rate and Method. Such Special Taxes collected by the City shall first be applied to fund annual administrative expenses of the Community Facilities District and then to fund Improvements in the same manner as the proceeds of Bonds as set forth in Section 5 and Section 6 below. Prior to the issuance of Bonds, such Special Taxes collected by the City each fiscal year in excess of that required to fund annual administrative expenses of the Community Facilities District shall be deposited in a special fund of the City, which shall also be referred to as the City Improvements Account. Upon the issuance of the Bonds, such City Improvements Account shall be closed and all funds then remaining in it shall be transferred to the City Improvements Account of the Improvement Fund that is established with the issuance of the Bonds. Upon sale and delivery of the Bonds, the City shall annually levy the Special Tax as provided for in documents pursuant to which the Bonds were issued. Following the issuance of the Bonds, the City shall have no obligation to levy Special Taxes to reimburse the Developer for the costs of any Improvements not paid for from Bond proceeds. The entire amount of any Special Tax levied by the Community Facilities District to repay the Bonds and recover costs and expenses allowable pursuant to Government Code Section 53313.5, shall be allocated to the Community Facilities District. SECTION 4. NOTICE OF SPECIAL TAX Developer, or Developer's successors or assigns, shall provide written notice to all potential purchasers of lots advising of the special tax obligation applicable to the Developer Property in the form required by Section 53341.5 of the Government Code. A sample copy as prepared by Developer is attached as Exhibit "C." SECTION 5. CITY IMPROVEMENTS The Developer may be required pursuant to the conditions of development or the City's development impact fee ordinance to pay certain City fees (the "City Fees ") relating to the Improvements prior to the availability of proceeds of the Special Taxes or Bonds to pay for such Improvements. In the event such City Fees are paid prior to the availability of Special Taxes or Bond proceeds, the amounts paid to the City shall be deemed to be deposits (each a "Deposit ") that are subject to refund by the City in accordance with this Agreement. The City shall place each Deposit in a capital facilities account(s). If the Developer has made any Deposits to the City, then following deposit of Special Taxes or Bond proceeds in the City Improvements Account, the City shall return to the Developer, from the capital account in which the Deposits were deposited as follows: (1) all Deposits relating to property within Tax Zone A (as defined in the Amended and Restated Rate and Method of Apportionment for the CFD) shall be returned to the Don Clurman Property Trust (or its successors or written assignees); and (2) all Deposits relating to property within Tax Zone B (as defined in the Amended and Restated Rate and Method of Apportionment for the CFD) shall be returned to [Spectrum Communities] (or its successors or written assignees). All of such Deposits shall be an equal amount of the Deposits not previously returned, without interest or other earnings thereon. The City shall be so obligated to return such Deposits only to the extent that an equivalent amount of the Deposits to be returned is deposited in the City Improvements Account from Bond proceeds. At the time of issuance of the Bonds, Developer shall be deemed to have satisfied the City Fees for a remaining number of dwelling units, if any, within the Community Facilities District equal to (i) the amount deposited in the City Improvements Account in excess of the amount of the Deposits divided by (ii) the amount of City Fees per dwelling unit. Bond proceeds used to finance Improvements which relate to the City Fees shall be allocated first for return of all Deposits prior to being allocated to the payment of City Fees not previously deposited by the Developer. Any Deposits that have not been returned to the Developer at the time it is determined that there will be no further Bond proceeds available (i.e. when the final series of Bonds to finance the Improvements have been issued) shall be retained by the City and may be used for the purposes for which the City Fee was required, and the unrefunded Deposits shall constitute full and final payment for such City Fees, without any increase of any kind. Any City Fees paid (as Deposits) by the Developer shall be made with the understanding that such Deposits will be returned to the Developer if, and when, Special Taxes and Bond proceeds have been deposited to the City Improvements Account. The City shall expend any amounts disbursed to it from the City Improvements Account on capital facilities. The payment of Deposits prior to the availability of the Special Taxes and Bond proceeds in the City Improvements Account shall not be construed as a dedication or gift of the City Fees, or a waiver of the return of the Deposits, it being the intention that the City Fees be paid by Special Taxes and Bond proceeds to the extent of such Bond proceeds. SECTION 6. MISCELLANEOUS IMPROVEMENTS. Improvements unrelated to the City Improvements, if applicable, will be supplemented by the terms contained in an addendum which will appear as Exhibit "E" hereto. The amounts deposited in the applicable Miscellaneous Improvement Account(s), if any, will be disbursed for the acquisition or construction of Miscellaneous Improvements in accordance with the provisions in the applicable Joint Community Facilities Agreement(s), if any. Any amounts in the applicable Miscellaneous Improvement Account(s) shall be disbursed at the written direction of the City upon Developer's submittal of an addendum which will appear as the applicable entity's Certificate and the Disbursement Request Form provided for in the Joint Community Facilities Agreement(s). Upon receipt of the Disbursement Request Form, the City shall submit a written requisition for payment of the requested amount to trustee for the Bonds pay the amount requested to the applicable entity. 7 SECTION 7. INDEPENDENT CONTRACTOR In performing this Agreement, Developer is an independent contractor and not the agent of the City. The City shall not have any responsibility for payment to any contractor or supplier of Developer. It is not intended by the parties that this Agreement create a partnership or joint venture among them and this Agreement shall not otherwise be construed. SECTION 8. INDEMNIFICATION Each of the Don Clurman Property Trust, Three Strands Properties and Spectrum Communities shall assume the defense of, indemnify and hold harmless, the City, its officers, employees and agents, and the Community Facilities District, its officers, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subject or put, by reason of, or resulting from the Developer's performance of its obligations under this Agreement, the issuance of the Bonds, the construction of the Improvements, the failure of the Developer to provide notice of the special tax to be levied by the Community Facilities District pursuant to Section 53341.5 of the Act (but only if the Developer is required by law to provide such notice), or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the City, the Community Facilities District, the underwriter of the Bonds and its counsel, the appraiser, the special tax consultant, the market absorption consultant or bond counsel regarding the Developer, its proposed developments, its property ownership, and any contractual arrangement it may enter into in a disclosure document describing the Community Facilities District and the risks relating to the Bonds. No provision of this Agreement shall in any way limit the extent of Developer's responsibility for payment of damages resulting from the operations of Developer and its contractors; provided, however that Developer shall not be required to assume the defense or indemnify and hold harmless the City, its officers, employees or agents, or the Community Facilities District, its officers, employees or agents, as to actions, damages, claims, losses or expenses resulting from negligence or willful misconduct of such person or entity. SECTION 9. CONFLICT WITH 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. In the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by City. Notwithstanding the foregoing, this Agreement shall supersede all prior agreements among the City, the CFD and the Developer with respect to the issuance of the Bonds and the return of the Deposits. SECTION 10. TERMINATION The provisions of this Agreement related to the financing of the Improvements shall terminate and be of no further force or effect upon the earlier of (i) ten (10) years following the issuance of building permits for all dwelling units expected to be built within the Community Facilities District, (ii) the funding of all Improvements pursuant to this Agreement, or (iii) December 31, 2030. Notwithstanding the foregoing, this Agreement shall not terminate pursuant to (iii) of the previous sentence if, on December 31, 2030, all of the building permits within the Community Facilities District have been pulled, construction within the Community Facilities District, as contemplated by the parties hereto, is ongoing, and the Developer has not FV yet received a full return of all Deposits or full reimbursement for the Miscellaneous Improvements from Special Taxes. SECTION 11. 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. Any notice to the Community Facilities District or the City shall be addressed to City of Lake Elsinore, 130 South Main Street, Lake Elsinore, CA 92530, Attention: Assistant City Manager. Any notice to Developer shall be addressed to: The Donald S. Clurman Separate Property Trust, 640 Diamond Street, Laguna Beach, CA 92651, Attention: Don Clurman. Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party hereto. SECTION 12. GENERAL PROVISIONS (a) Jointly and Severally Liable. The Don Clurman Property Trust, Three Strands Properties and Spectrum Communities agree that they are each obligated to perform the duties and obligations under this Agreement, and are each jointly and severally liable for any damages caused by their performance of or failure to perform such duties and obligations. (b) Amendment. This Agreement may be amended at any time but only in writing signed by each party hereto. (c) Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference. (d) Severability. If any part 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. (e) Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other parties hereto, or the failure by a party to exercise its rights upon the default of another party, shall not constitute a waiver of such party's right to insist and demand strict compliance by such other parties with the terms of this Agreement thereafter. (f) No Third Party Beneficiaries. Except as provided explicitly in this Agreement, no person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the City, the Community Facilities District, and Developer (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement. (g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument. A (h) Assignment. Developer may assign all or any of its rights pursuant to this Agreement to a purchaser of all or any portion of the Developer Property. Such a purchaser and assignee shall, as a condition to taking an assignment of such rights, enter into an assignment and assumption agreement with the Developer, in a form reasonably acceptable to Developer and the City, whereby such rights assigned are specified and such purchaser agrees, except as may be otherwise specifically provided therein, to assume the obligations of Developer pursuant to this Agreement and to be bound thereby. (i) 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. (j) Construction of Agreement. This Agreement has been reviewed by legal counsel for both the City and Developer and shall be deemed for all purposes to have been jointly drafted by the City and Developer. No presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. (k) Attorneys' Fees. In the event of any action or proceeding, including an arbitration or a reference pursuant to Section 638, et seq., of the Code of Civil Procedure brought by any Party against any other under this Agreement, the prevailing Party shall be entitled to recover its actual attorneys' fees and all fees, costs and expenses incurred for prosecution, defense, consultation, or advice in such action or proceeding. In addition to the foregoing, the prevailing Party shall be entitled to its actual attorneys' fees and all fees, costs and expenses incurred in any post - judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. (1) Venue and Forum. Any action at law or in equity arising under this Agreement brought by any Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Riverside, State of California, and the Parties waive all provisions of law providing for the filing, removal or change of venue to any other Court. (m) Entire Agreement. Except as provided in an addendum, which if applicable, will appear as Exhibit "E" hereto, this Agreement sets forth and contains the entire understanding and agreement of the parties. There are no oral or written representations, understandings, undertaking or agreements, which are not contained or expressly referred to herein, and any such representations, understandings or agreements are superseded by this Agreement. No evidence of any such representations, understandings or agreements shall be admissible in any proceeding of any kind or nature relating to the terms or conditions of this Agreement, its interpretation or breach. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 10 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above. CITY OF LAKE ELSINORE, a political subdivision of the State of California IS ATTEST: IN Candace Alvarez, MMC, City Clerk APPROVED AS TO FORM: Assistant City Manager CITY ATTORNEY OF THE CITY OF LAKE ELSINORE IN Barbara Leibold, City Attorney [SIGNATURES CONTINUED ON NEXT PAGE.] S -1 [SIGNATURE PAGE CONTINUED] THE DONALD S. CLURMAN SEPARATE PROPERTY TRUST By: Don Clurman, Trustee THREE STRANDS PROPERTIES, LLC, a California limited liability company By: Name: Title: SPECTRUM COMMUNITIES, LLC, a California limited liability company By: Name: Title: S -2 LIST OF EXHIBITS EXHIBIT A - DESCRIPTION OF DEVELOPER PROPERTY EXHIBIT B - DESCRIPTION OF COST ESTIMATES EXHIBIT C - NOTICE OF SPECIAL TAX (as prepared by Developer) EXHIBIT D - DISBURSEMENT REQUEST FORM EXHIBIT E - ADDENDUM EXHIBIT A DESCRIPTION OF DEVELOPER PROPERTY LEGAL DESCRIPTION Real property in the City of Lake Elsinore, County of Riverside, State of California, described as follows: LOTS 1 THROUGH 158, INCLUSIVE AND LETTERED LOTS K THROUGH P, INCLUSIVE, AS SHOWN ON THE MAP ENTITLED TRACT NO. 30698 FILED OCTOBER 19, 2006 IN BOOK 411 OF TRACT MAPS, AT PAGES 42 -50, AMENDED BY CERTIFICATE OF CORRECTION RECORDED NOVEMBER 18, 2015 AS INSTRUMENT NO. 2015 - 0506634 IN THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA COUNTY OF RECORDS. AND THE NORTHWEST ONE - QUARTER OF THE NORTHWEST ONE - QUARTER OF THE SOUTHEAST ONE - QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. AND LOT P OF TRACT NO. 30698, IN THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 411, OF MAPS, PAGES 42 THROUGH 50, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. MAN EXHIBIT B DESCRIPTION OF COST ESTIMATES The Improvements consist of the City Improvements, as described below. Any other types of Improvements will be described in an addendum to this Agreement appearing as Exhibit "E." I. CITY IMPROVEMENTS. City facilities included in the City's development fee programs used to finance expansion projects, exclusive of in -tract facilities constructed by a property owner, but including and not limited to the following. Estimated Cost of the City Improvements Description Estimated Cost Drainage Fee $ 354,280 Library Capital Improvement 7,500 City Hall & Public Works 144,002 Community Center Facilities 97,010 Marina Facilities 138,662 Animal Shelter Facilities 61,944 Fire Facilities 133,678 Traffic Facilities 243,682 Total $ 1,180,728 Fiff EXHIBIT C NOTICE OF SPECIAL TAX COMMUNITY FACILITIES DISTRICT NO. 2006-4 (ROSETTA HILLS) OF THE CITY OF LAKE ELSINORE COUNTY OF RIVERSIDE, CALIFORNIA TO: THE PROSPECTIVE PURCHASER OF THE REAL PROPERTY KNOWN AS: TRACT NO. , LOT NO. THIS IS A NOTIFICATION TO YOU PRIOR TO YOUR ENTERING INTO A CONTRACT TO PURCHASE THIS PROPERTY. THE SELLER IS REQUIRED TO GIVE YOU THIS NOTICE AND TO OBTAIN A COPY SIGNED BY YOU TO INDICATE THAT YOU HAVE RECEIVED AND READ A COPY OF THIS NOTICE. (1) This property is subject to a special tax, which is in addition to the regular property taxes and any other charges, fees, special taxes, and benefit assessments on the parcel. It is imposed on this property because it is a new development, and may not be imposed generally upon property outside of this new development. If you fail to pay this tax when due each year, the property may be foreclosed upon and sold. The tax is used to provide public facilities or services that are likely to particularly benefit the property. YOU SHOULD TAKE THIS TAX AND THE BENEFITS FROM THE FACILITIES AND SERVICES FOR WHICH IT PAYS INTO ACCOUNT IN DECIDING WHETHER TO BUY THIS PROPERTY. (2) The property you are purchasing (the "Property") is within Community Facilities District No. 2006 -4 of the City of Lake Elsinore (the "CFD ") and is subject to the levy of annual special taxes levied by the CFD pursuant to the Amended and Restated Rate and Method of Apportionment ( "RMA ") of the CFD. The annual Maximum Special Tax which may be levied on the Property to pay for public facilities in each Fiscal Year will depend on whether the Property is classified as "Developed Property", "Approved Property ", or "Undeveloped Property" during the Fiscal Year for which the special tax is levied. Developed Property is defined in the RMA as "all Assessor's Parcels of Taxable Property that: (i) are included in a Final Map that was recorded prior to the January 1 It preceding the Fiscal Year in which the Special Tax is being levied, and (ii) a Building Permit for new construction was issued on or before May 1St preceding the Fiscal Year in which the Special Tax is being levied." Approved Property is defined in the RMA as "all Assessor's Parcels of Taxable Property that: (i) are included in a Final Map that was recorded prior to the January 1 It preceding the Fiscal Year in which the Special Tax is being levied, and (ii) that have not been issued a building permit on or before May 1St preceding the Fiscal Year in which the Special Tax is being levied." For each Fiscal Year prior to the Property being classified as Developed Property or Approved Property, the Property shall be classified as Undeveloped Property. Each of the capitalized terms not defined herein shall have the meanings set forth in the RMA. Undeveloped Property If the Property is classified as Undeveloped Property in Fiscal Year 2020 -2021, the annual Maximum Special Tax authorized to be levied against the Property by the CFD to pay for public facilities during such Fiscal Year shall be $10,868 per Acre for Tax Zone A and $8,555 per Acre for Tax Zone B. On each July 1, commencing July 1, 2021, the Assigned Annual Special Tax Rate for Undeveloped Property shall be increased by two percent (2.00 %) of the amount in effect in the prior Fiscal Year. Approved Property If the Property is classified as Approved Property in Fiscal Year 2020 -2021, the annual Maximum Special Tax authorized to be levied against the Property by the CFD to pay for public facilities during such Fiscal Year shall be $10,868 per Acre for Tax Zone A and $8,555 per Acre for Tax Zone B. On each July 1, commencing July 1, C -1 2021, the Assigned Annual Special Tax Rate for Approved Property shall be increased by two percent (2.00 %) of the amount in effect in the prior Fiscal Year. Developed Property If the Property is classified as Developed Property in Fiscal Year 2020 -2021, the annual Maximum Special Tax authorized to be levied against the Property by the CFD to pay for public facilities during such Fiscal Year shall be the greater of (i) the applicable Fiscal Year 2020 -2021 Assigned Annual Special Tax for Developed Property as set forth below in Table 1 (for properties located in Tax Zone A) or Table 2 (for properties located in Tax Zone B), or (ii) the Fiscal Year 2020 -2021 annual Backup Special Tax applicable to the Property which shall be $10,868 per Acre for properties located in Tax Zone A and $8,555 per Acre for properties located in Tax Zone B. TABLE 1 ASSIGNED ANNUAL SPECIAL TAX FOR DEVELOPED PROPERTY WITHIN TAX ZONE A FISCAL YEAR 2020 -2021 Land Use Type Taxable Unit Building Square Footage Assigned Special Tax Per Taxable Unit 1. Single Family Residential Property RU Less than 1,800 sq. ft $1,463.00 2. Single Family Residential Property RU 1,800 sq. ft to 2,100 sq. ft $1,617.00 3. Single Family Residential Property RU 2,100 sq. ft to 2,400 sq. ft $1,702.00 4. Single Family Residential Property RU Greater than 2,400 sq. ft $1,805.00 5. Multifamily Property Acre N/A $10,868.00 6. Non - Residential Property Acre N/A $10,868.00 TABLE 2 ASSIGNED ANNUAL SPECIAL TAX FOR DEVELOPED PROPERTY WITHIN TAX ZONE B FISCAL YEAR 2020 -2021 Land Use Type Taxable Unit Building Square Footage Assigned Special Tax Per Taxable Unit 1. Single Family Residential Property RU Less than 1,800 sq. ft $1,463.00 2. Single Family Residential Property RU 1,800 sq. ft to 2,100 sq. ft $1,617.00 3. Single Family Residential Property RU 2,100 sq. ft to 2,400 sq. ft $1,702.00 4. Single Family Residential Property RU Greater than 2,400 sq. ft $1,805.00 5. Multifamily Property Acre N/A $8,555.00 6. Non - Residential Property Acre N/A $8,555.00 On each July 1, commencing July 1, 2021, the Assigned Annual Special Tax Rate for Developed Property within Tax Zones A and B and the annual Backup Special Tax Rate for Tax Zones A and B shall be increased by two percent (2.00 %) of the amount in effect in the prior Fiscal Year. For each Fiscal Year that any Bonds are outstanding, the Special Tax shall be levied on all Assessor's Parcels subject to the Special Tax. The Special Tax shall cease not later than the 2059 -2060 Fiscal Year, however, the Special Tax will cease to be levied in an earlier Fiscal Year if the CFD administrator has determined (i) that all required interest and principal payments on the CFD No. 2006 -4 Bonds have been paid; (ii) all authorized facilities of CFD No. 2006 -4 have been acquired and all reimbursements to the developer have been paid, (iii) no delinquent Special Tax remain uncollected and (iv) all other obligations of CFD No. 2006 -4 have been satisfied. (3) The authorized facilities which are being paid for by the special taxes and the money received from the sale of Bonds which are being repaid by the special taxes, include, but are not limited to public infrastructure facilities and other governmental facilities with an estimated useful life of five years or longer including, but not limited to, drainage, library, park, roadway and other public facilities and water and sewer facilities of the Elsinore Valley Municipal Water District, and all appurtenances and appurtenant work in connection with the foregoing C -2 Facilities, including the costs of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision of such Facilities, and related costs and for the purpose of paying principal and interest on bonds issued with respect to CFD No. 2006 -4. These facilities may not yet have been all constructed or acquired and it is possible that some may never be constructed or acquired. YOU MAY OBTAIN A COPY OF THE RESOLUTION OF FORMATION WHICH AUTHORIZED CREATION OF THE CFD, AND WHICH SPECIFIES MORE PRECISELY HOW THE SPECIAL TAX IS APPORTIONED AND HOW THE PROCEEDS OF THE TAX WILL BE USED, FROM THE CITY OF LAKE ELSINORE BY CALLING 951- 674 -3124. THERE MAY BE A CHARGE FOR THIS DOCUMENT NOT TO EXCEED THE REASONABLE COST OF PROVIDING THE DOCUMENT. I (WE) ACKNOWLEDGE THAT I (WE) HAVE READ THIS NOTICE AND RECEIVED A COPY OF THIS NOTICE PRIOR TO ENTERING INTO A CONTRACT TO PURCHASE OR DEPOSIT RECEIPT WITH RESPECT TO THE ABOVE REFERENCED PROPERTY. I (WE) UNDERSTAND THAT I (WE) MAY TERMINATE THE CONTRACT TO PURCHASE OR DEPOSIT RECEIPT WITHIN THREE DAYS AFTER RECEIVING THIS NOTICE IN PERSON OR WITHIN FIVE DAYS AFTER IT WAS DEPOSITED IN THE MAIL BY GIVING WRITTEN NOTICE OF TERMINATION TO THE OWNER, SUBDIVIDER, OR AGENT SELLING THE PROPERTY. Dated: Dated: By: _ Name: By: _ Name: 140 EXHIBIT D CITY OF LAKE ELSINORE CFD NO. 2006 -4 (ROSETTA HILLS) DISBURSEMENT REQUEST FORM 1. City of Lake Elsinore Community Facilities District No. 2006 -4 (Rosetta Hills) (the "CFD ") is hereby requested to pay from the City Improvements Account, or any applicable account or sub - account thereof, established by the CFD in connection with its [201 Special Tax Bonds (the "Bonds ") to City of Lake Elsinore (the "City ") as payee, the sum set forth below: $ (the Requested Amount ") 2. The Requested Amount represents the payment of City Fees for _ lot(s) within the boundaries of the CFD (the "Property "). (Tract No. , Lot Nos. 3. The Requested Amount is due and payable, has not formed the basis of any prior request or disbursement. 4. The Requested Amount shall be payable to (the "Developer "), pursuant to the wiring instructions attached hereto. 5. The Requested Amount is authorized and payable pursuant to the terms of the certain Funding Agreement (the "Agreement ") between the City, acting for and on behalf of itself and the CFD and Developer. 6. Capitalized undefined terms used herein shall have the meaning ascribed to them in the Agreement. Dated: D -1 [THE DONALD S. CLURMAN SEPARATE PROPERTY TRUST M Don Clurman, Trustee THREE STRANDS PROPERTIES, LLC, a California limited liability company By: Name: Title: Dated: SPECTRUM COMMUNITIES, LLC, a California limited liability company By: Name: Title:] CITY OF LAKE ELSINORE By: Its: [ATTACH WIRING INSTRUCTIONS] D -2 EXHIBIT E ADDENDUM DESCRIPTION AND COST ESTIMATES OF THE MISCELLANEOUS IMPROVEMENTS ELSINORE VALLEY MUNICIPAL WATER DISTRICT IMPROVEMENTS. 1. The construction, purchase, modification, expansion, rehabilitation and /or improvement of water and sewer facilities including the acquisition of capacity in the sewer system and /or water system of the Elsinore Valley Municipal Water District which are included in Elsinore Valley Municipal Water District's water and sewer capacity and connection fee programs (the "Facilities "), and all appurtenances and appurtenant work in connection with the foregoing Facilities, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision for such Facilities, and to finance the incidental expenses to be incurred, including: a. The cost of engineering, planning and designing the Facilities; b. All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and C. Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities. Estimated Cost of the Water District Improvements Description Estimated Cost Sewer Connection Fee $ 1,409,226 Water Connection Fee 2,901,578 Total Fees $ 4,310,804 E -1 Stradling Yocca Carlson & Rauth Draft of 5/5/20 JOINT COMMUNITY FACILITIES AGREEMENT among CITY OF LAKE ELSINORE and ELSINORE VALLEY MUNICIPAL WATER DISTRICT and THE DONALD S. CLURMAN SEPARATE PROPERTY TRUST, THREE STRANDS PROPERTIES, LLC, a California limited liability company and SPECTRUM COMMUNITIES, LLC, a California limited liability company relating to CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006 -4 (ROSETTA HILLS) JOINT COMMUNITY FACILITIES AGREEMENT THIS JOINT COMMUNITY FACILITIES AGREEMENT (the "Agreement ") is dated as of the day of , 2020, by and among the CITY OF LAKE ELSINORE, a political subdivision of the State of California (the "City "), the ELSINORE VALLEY MUNICIPAL WATER DISTRICT, a municipal corporation (the "Water District "), and THE DONALD S. CLURMAN SEPARATE PROPERTY TRUST (the "Don Clurman Property Trust "), THREE STRANDS PROPERTIES, a California limited liability company ( "Three Strands Properties "), and SPECTRUM COMMUNITIES, LLC, a California limited liability company ( "Spectrum Communities, and together with the Don Clurman Property Trust and Three Strands Properties, the "Owner "), and relates to the City of Lake Elsinore Community Facilities District No. 2006 -4 (Rosetta Hills) (the "District ") for the purpose of financing certain facilities to be owned and operated by the Water District, consisting of various connection and capacity fees (the "Fees ") and water improvements (the "Improvements ", and, together with the Fees, the "Water District Facilities ") described in Exhibit B hereto. RECITALS: A. The Owner is the developer of the land described in Exhibit A hereto (the "Property ") which is located in the City of Lake Elsinore, County of Riverside, and consists of all the property located within the District. B. The Owner as the developer of the Property intends to obtain, or has obtained, the necessary development approvals to construct approximately 178 residential units on the Property and to provide the required infrastructure for such units and improvements. The required infrastructure includes the Water District Facilities. C. The City Council of the City (the "City Council ") has formed the District pursuant to the provisions of the Mello -Roos Community Facilities Act of 1982, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code (the "Act ") and has primary responsibility for administration of the District. D. The Water District Facilities are necessary in order for Owner to develop the Property and the parties hereto find and determine that the residents residing within the boundaries of the Water District, the City and the District will be benefited by the construction and /or acquisition of the Water District Facilities and that this Agreement is beneficial to the interests of such residents. E. The parties hereto intend to have the District assist the Owner in financing the construction and /or acquisition of the Water District Facilities by disbursing proceeds of bonds issued by the District. F. The Water District is authorized by Section 53313.5 of the Act to assist in the financing of the acquisition and /or construction of the Water District Facilities. This Agreement constitutes a joint community facilities agreement, within the meaning of Section 53316.2 of the Act, by and among the Water District, the Owner and the City, pursuant to which the District, when formed, will be authorized to finance the construction and /or acquisition of the Water District Facilities. As authorized by Section 53316.6 of the Act, responsibility for constructing, providing for and operating the Water District Facilities is delegated to the Water District to the extent set forth herein, to the extent proceeds of such bonds issued by the District, special taxes levied by the District, or other funds provided by Owner, are made available to the Water District for such purposes. I. The parties hereto intend to have the District assist in financing the Water District Facilities by transferring to the Water District a portion of the bond proceeds of the District, in accordance with the terms of this Agreement and pursuant to the Act. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows: Recitals. Each of the above recitals is incorporated herein and is true and correct. 2. Sale of Bonds and Use of Proceeds. The purpose of this Agreement is to provide a mechanism by which the Owner may request the District to issue bonds to provide funds to finance the Water District Facilities. In the event that bond proceeds are not available to finance the Water District Facilities, then the Owner shall be solely responsible for financing the Water District Facilities, and the Water District shall have no obligation or responsibility for spending its own funds for the Water District Facilities, nor shall the Water District have any liability for the failure of the Owner or the District to provide financing. The City Council of the City acting as the legislative body of the District may, in its sole discretion, finance the design, construction and acquisition of the Water District Facilities by issuing bonds (the "Bonds "). To the extent that the District determines, in its sole discretion, that Bond proceeds are available to finance the Water District Facilities, it shall reserve an amount (the "Water District Facilities Amount ") for such purpose. The Water District shall have no obligation to construct or provide for any Water District Facilities until such Water District Facilities Amount is reserved, or Owner has provided alternate financing. The Owner and the Water District acknowledge that the timing of the disbursement of the Water District Facilities Amount to the Water District shall be in all respects subject to the sole discretion and approval of the City. In no event will an act, or an omission or failure to act, by the City or the District with respect to the disbursement or nondisbursement of the Water District Facilities Amount subject the District or the City to pecuniary liability hereunder; provided, however, that Water District shall under no circumstances be obligated to spend its own funds on the Water District Facilities except as expressly provided for herein. The Bonds shall be issued only if, in its sole discretion, the City Council determines that all requirements of state and federal law and all City policies have been satisfied or have been waived by the City. In no event shall the Owner or the Water District have a right to compel the issuance of the Bonds or the disbursement of Bond proceeds to fund the Water District Facilities Amount. The parties hereto agree that the Water District shall have no obligation to provide water service unless and until such time all Improvements required for such purpose have been financed, constructed, and (if applicable) accepted and acquired by the Water District, and all Fees have been financed. 3. Disbursements. (a) Bond proceeds of the District designated for the Water District Facilities shall be held by the District in a special fund (the "Water District Facilities Account of the Acquisition and Construction Fund ") which shall be invested by the City and earn and accumulate its own interest. In the event that the District has deposited Bond proceeds to the Water District Facilities Account of the Acquisition and Construction Fund to fund all or a portion of the Water District Facilities Amount, the City shall notify the Water District and the Owner, in writing, as to the amount of Bond proceeds so deposited. All interest earnings on amounts in the District's Water District Facilities Account of the Acquisition and Construction Fund shall remain in the Water District Facilities Account of the Acquisition and Construction Fund and will be available for disbursement for the Water District Facilities as described below. (b) The Water District agrees that it will request a disbursement of Bond proceeds only for Water District Facilities that are eligible for financing under the Act. The Water District agrees that prior to requesting payment from the District it shall review and approve all costs included in its request. The Water District agrees that in processing the above disbursements with respect to Water District Facilities, it will comply with all legal requirements for the expenditure of Bond proceeds under the Act and the Internal Revenue Code of 1986 and any amendments thereto. As a condition to receiving any Bond Proceeds, the Water District agrees that it shall provide to the District, a certificate to the effect that the Water District confirms the representations contained in Section 3 hereof, the Water District agrees to comply with the provisions of the tax certificate delivered by the District in connection with the Bonds, and such other matters as the District may reasonably request upon which the District and its bond counsel may rely in connection with the issuance of such Bonds and their conclusion that interest on such Bonds is not included in gross income for federal income tax purposes. (c) The Water District agrees to maintain adequate internal controls over its payment function and to maintain accounting records in accordance with generally accepted accounting procedures. The Water District will, upon request, provide to the District and the City its annual financial report certified by an independent certified public accountant and any other documents deemed necessary by the District and the City for purposes of calculating the District's arbitrage rebate obligations. The District and the City shall have the right to conduct their own audit of the Water District's records related to the expenditure of the Water District Facilities Amount at reasonable times during normal business hours. (d) The Water District shall submit a request for payment along with adequate supporting documentation to the District which shall be in the form attached hereto as Exhibit C, which shall be signed by the Director of Strategic Programs, his or her or written designee, and which shall be for the exact amount to be reimbursed to the Water District, which costs shall in no event exceed the amount remaining on deposit in the Water District Facilities Account of the Acquisition and Construction Fund. Upon receipt of an approved payment request completed in accordance with the terms of this Agreement, the City shall wire transfer such portion of requested funds as are then available for release pursuant to the documents pursuant to which the Bonds are issued to the Water District's bank account, as directed by the Water District. Owner shall be solely responsible for any shortfall or delay in reimbursing the Water District. 11 (e) If five (5) years following the issuance of the Bonds, 85% or more of the amount deposited into the Water District Facilities Account of the Acquisition and Construction Fund from proceeds of such Bonds have not been expended for federal tax law purposes, the District may in its sole discretion transfer such funds to the City Facilities Account of the Acquisition and Construction Fund to be used to pay for the costs of eligible public facilities or to the redemption fund to redeem Bonds; provided, however that such funds may be retained in the Water District Facilities Account of the Acquisition and Construction Fund beyond such five year period upon the written request of the Water District, and delivery by the Water District of an opinion of bond counsel that such extension will not affect the exclusion from gross income of interest on such Bonds issued on a tax - exempt basis. 4. Construction and Ownership of Facilities. The Water District will complete the design of the Water District Facilities and the plans and specifications for construction of the Water District Facilities and will be responsible for constructing and inspecting the Water District Facilities. The Water District covenants and agrees that with respect to the Water District Facilities it will comply with all statutory provisions applicable to the design and construction of public works projects. The Water District Facilities shall be and remain the property of the Water District. 5. Indemnification. The City shall assume the defense of, indemnify and save harmless, the Water District, its officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of the City with respect to this Agreement and the issuance of the Bonds. No provision of this Agreement shall in any way limit the extent of the City's responsibility for payment of damages resulting from the operations of the City and its contractors; provided, however, that the City shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their agents or employees. The Water District shall assume the defense of, indemnify and save harmless, the City, its officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of the Water District with respect to this Agreement, and the design, engineering and construction of the Water District Facilities. No provision of this Agreement shall in any way limit the extent of the Water District's responsibility for payment of damages resulting from the operations of the Water District and its contractors; provided, however, that the Water District shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their agents or employees. Each of the Donald Clurman Property Trust, Three Strands Properties, and Spectrum Communities shall assume the defense of, indemnify and save harmless, the Water District and the City, each of their officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of any of the Donald Clurman Property Trust, Three Strands Properties or Spectrum Communities, with respect to this Agreement, and the design, engineering and construction of the Water District Facilities. No provision of this Agreement shall in any way limit the extent of the Owner's responsibility for payment of damages resulting from the operations and /or development of the Property and its contractors; provided, however, that the Owner shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their agents or employees. 6. Allocation of Special Taxes. The City Council, as the legislative body of the District, shall annually levy a special tax as provided for in the formation proceedings of the District. The entire amount of any special tax levied by the District to repay Bonds, or to fund other obligations, shall be allocated at the discretion of the District; provided, however, that the Water District shall have no obligation under this Agreement for any Water District Facilities unless sufficient special tax revenues and Bond Proceeds or other funds of the Owner are available and will be allocated to any Water District Facilities requested of the Water District. 7. Jointly and Severally Liable. The Don Clurman Property Trust, Three Strands Properties and Spectrum Communities agree that they are each obligated to perform the duties and obligations under this Agreement, and are each jointly and severally liable for any damages caused by their performance of or failure to perform such duties and obligations. 8. Amendment. This Agreement may be amended at any time but only in writing signed by each party hereto. 9. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the parties with respect to the subject matter of this Agreement. 10. 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 hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows: City /District: City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 Attn: Assistant City Manager Elsinore Valley Municipal Water District: Elsinore Valley Municipal Water District P.O. Box 3000 31315 Chaney Street Lake Elsinore, CA 92531 Attn: Director of Strategic Programs Owner: c/o The Donald S. Clurman Separate Property Trust 640 Diamond Street Laguna Beach, CA 92651 Attn: Don Clurman Each party may change its address for delivery of notice by delivering written notice of such change of address to the other parties hereto. 11. Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference. M 12. Severability. If any part 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. 13. Governing Law and Venue. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in the County of Riverside, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 14. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other parties hereto, or the failure by a party to exercise its rights upon the default of another party, shall not constitute a waiver of such party's right to insist and demand strict compliance by such other parties with the terms of this Agreement thereafter. 15. No Third Party Beneficiaries. No person or entity other than the District when and if formed shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the Water District, the City, the District and the Owner (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement. 16. Assignment. The Owner may assign all or any of its rights pursuant to this Agreement to a purchaser of all or any portion of the Developer Property. Such a purchaser and assignee shall, as a condition to taking an assignment of such rights, enter into an assignment and assumption agreement with the City and Owner, in a form reasonably acceptable to Owner and the City, whereby such rights assigned are specified and such purchaser agrees, except as may be otherwise specifically provided therein, to assume the obligations of the Owner pursuant to this Agreement and to be bound thereby. 17. Termination. This Agreement shall terminate on December 31, 2030, unless extended by all the parties hereto. 18. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine. 19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument. 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and first year written above. CITY OF LAKE ELSINORE, a political subdivision of the State of California M ATTEST: M Candice Alvarez, CMC, City Clerk APPROVED AS TO FORM: Assistant City Manager CITY ATTORNEY OF THE CITY OF LAKE ELSINORE la Barbara Z. Leibold, City Attorney ELSINORE VALLEY MUNICIPAL WATER DISTRICT M General Manager ATTEST: By: Terese Quintanar, Board Secretary APPROVED AS TO FORM: IS John Brown, General Counsel THE DONALD S. CLURMAN SEPARATE PROPERTY TRUST 0 Don Clurman, Trustee THREE STRANDS PROPERTIES, LLC, a California limited liability company By: Name: Title: SPECTRUM COMMUNITIES, LLC, a California limited liability company By: Name: Title: 9 EXHIBIT A DESCRIPTION OF PROPERTY Real property in the City of Lake Elsinore, County of Riverside, State of California, described as follows: Assessor Parcel Numbers: A -1 EXHIBIT B DESCRIPTION OF WATER DISTRICT FACILITIES The proposed types of public facilities and expenses to be financed by the District include: The construction, purchase, modification, expansion, rehabilitation and /or improvement of water and sewer facilities including the acquisition of capacity in the sewer system and /or water system of the Elsinore Valley Municipal Water District which are included in Elsinore Valley Municipal Water District's water and sewer capacity and connection fee programs (the "Facilities "), and all appurtenances and appurtenant work in connection with the foregoing Facilities, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision for such Facilities, and to finance the incidental expenses to be incurred, including: a. The cost of engineering, planning and designing the Facilities; b. Payment of any and all capacity and /or connection fees required by Elsinore Valley Municipal Water District to be paid prior to Elsinore Valley Municipal Water District extending water service to the Property. b. All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and C. Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities. EXHIBIT C DISBURSEMENT REQUEST FORM 1. City of Lake Elsinore Community Facilities District No. 2006 -4 (Rosetta Hills) ( "CFD No. 2006 -4 ") is hereby requested to pay from the Water District Facilities Account of the Acquisition and Construction Fund established by the City Council of the City of Lake Elsinore (the "City ") in connection with its CFD No. 2006 -4 Series Special Tax Bonds (the "Bonds "), to the Elsinore Valley Municipal Water District (the "Water District "), as Payee, the sum set forth below in payment of project costs described below. 2. The undersigned certifies that the amount requested has been expended or encumbered for the purposes of constructing and completing Water District Facilities. The amount requested is due and payable under, or is encumbered for the purpose of funding, a purchase order, contract or other authorization with respect to the project costs described below and has not formed the basis of a prior request or payment. In the event that the Water District does not disburse any Bond proceeds received for disbursement to third parties within five banking days of receipt, the Water District agrees to trace and remit to CFD No. 2006 -4 all earnings, if any, in excess of the yield on the Bonds accruing from the investment of such Bond proceeds, from the date of receipt by the Water District of such amounts to the date of expenditure of such amounts by payment thereof to a third party for the costs set forth below. Such remittance, if any, shall be made each year on the earlier of the expenditure of such amounts or the anniversary date of the transfer of the requested amounts by CFD No. 2006 -4 to the Water District. 3. Description of Water District Facilities Costs: 4. Amount requested: $ 5. The amount set forth is authorized and payable pursuant to the terms of the Joint Community Facilities Agreement among the City, , the Elsinore Valley Municipal Water District and the Developer named therein, dated as of , 2020 (the "Agreement'). Capitalized terms not defined herein shall have the meaning set forth in the Agreement. 6. Total payments to the Water District for the Water District Facilities from CFD No. 2006 -4, including the amounts to be paid under paragraph 4 above, will not exceed the maximum amount to be disbursed for Water District Facilities under the Agreement. C -1 Executed by an authorized representative of the Elsinore Valley Municipal Water District. CONCURRED BY: By: Name: Title: Date: Request No. C -2 PETITION TO THE CITY COUNCIL OF CITY OF LAKE ELSINORE REQUESTING INSTITUTION OF PROCEEDINGS TO CHANGE THE NAME OF CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 2006 -4 (TRACTS 30698 & 32129), TO AMEND THE RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR THE DISTRICT, TO AMEND THE FACILITIES AUTHORIZED TO BE FINANCED BY THE DISTRICT AND TO AMEND THE BOUNDARY MAP OF THE DISTRICT 1. The undersigned (the "Owner ") is the owner of the land within City of Lake Elsinore Community Facilities District No. 2006 -4 (Tracts 30698 & 32129) ( "Community Facilities District No. 2006 -4" or the "District ") described in Exhibit A hereto (the "Property "), which Property is all the taxable land currently within the boundaries of the District. 2. The Owner requests that the District be renamed "City of Lake Elsinore Community Facilities District No. 2006 -4 (Rosetta Hills)." 3. The Owner requests that, pursuant to Chapter 2.5 (commencing with Section 53311), Part 1, Division 2, Title 5, of the Government Code of the State of California, commonly known as the "Mello -Roos Community Facilities Act of 1982" (the "Act "), the City Council of City of Lake Elsinore, acting as the legislative body of the District (the "City Council "), institute proceedings to amend the Rate and Method of Apportionment of Special Taxes for the District. The proposed Amended Rate and Method of Apportionment for the District is attached hereto as Exhibit B. 3. The Owner requests that the City Council institute proceedings pursuant to the Act to amend the facilities authorized to be financed by the District to include those set forth in Exhibit C hereto. 4. The Owner requests that the City Council institute proceedings pursuant to the Act to amend the boundaries of the District, previously designated on the Boundary Map of the District recorded in the official records of the County of Riverside on June 23, 2006 in Book No. 67, Page No. 9 of Maps of Assessment and Community Facilities Districts, as Document No. 2006 - 0456002, in the form attached as Exhibit D. 5. This Petition may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Petition. 6. The Owner agrees to advance to the District the amounts necessary to pay for the costs related to the amendments to the District, as described herein, which amounts will be reimbursed, without interest, from the proceeds of the first sale of the bonds, if any. If bonds are not sold, the District will have no obligation to reimburse such costs. Dated: , 2020 2 THE DONALD S. CLURMAN SEPARATE PROPERTY TRUST By: Don Clurman, Trustee THREE STRANDS PROPERTIES, LLC, a California limited liability company By: Name: Title: SPECTRUM COMMUNITIES, LLC, a California limited liability company By: Name: Title: EXHIBIT A DESCRIPTION OF PROPERTY LOTS 1 THROUGH 158, INCLUSIVE AND LETTERED LOTS K THROUGH P, SHOWN ON THE MAP ENTITLED TRACT NO. 30698 FILED OCTOBER 19, 411 OF TRACT MAPS, AT PAGES 42 -50, AMENDED BY CERTIFICATE OF RECORDED NOVEMBER 18, 2015 AS INSTRUMENT NO. 2015 - 0506634 I N LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA RECORDS. /_10191 INCLUSIVE, AS 2006 IN BOOK CORRECTION THE CITY OF COUNTY OF THE NORTHWEST ONE - QUARTER OF THE NORTHWEST ONE - QUARTER OF THE SOUTHEAST ONE - QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. AND LOT P OF TRACT NO. 30698, IN THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 411, OF MAPS, PAGES 42 THROUGH 50, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 01 5 EXHIBIT B AMENDED AND RESTATED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES FOR COMMUNITY FACILITIES DISTRICT NO. 2006 -4 (ROSETTA HILLS) OF THE CITY OF LAKE ELSINORE A Special Tax (all capitalized terms are defined in Section A, "Definitions ", below) shall be applicable to each Assessor's Parcel of Taxable Property located within the boundaries of the City of Lake Elsinore Community Facilities District No. 2006 -4 (Rosetta Hills) ( "CFD No. 2006- 4"). The amount of Special Tax to be levied in each Fiscal Year on an Assessor's Parcel shall be determined by the City Council of the City of Lake Elsinore, acting in its capacity as the legislative body of CFD No. 2006 -4, by applying the appropriate Special Tax for Developed Property, Approved Property, Undeveloped Property, and Provisional Undeveloped Property that is not Exempt Property as set forth below. All of the real property, unless exempted by law or by the provisions hereof in Section F, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre or Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County parcel map or instrument. The square footage of an Assessor's Parcel is equal to the Acreage multiplied by 43,560. "Act" means the Mello -Roos Communities Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of CFD No. 2006 -4, including but not limited to: the costs of computing the Special Taxes and preparing the Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the City or otherwise); the costs of remitting Special Taxes to the Trustee; the costs of the Trustee (including legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD No. 2006 -4 or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD No. 2006 -4 or any designee thereof of complying with disclosure requirements of the City, CFD No. 2006 -4 or obligated persons associated with applicable federal and state securities laws and the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2006 -4 or any designee thereof related to an appeal of the Special Tax; the costs associated with the release of funds from an escrow account; and the City's annual administration fees and third party expenses. Administration Expenses shall also include amounts estimated by the CFD Administrator or advanced by the City or CFD No. 2006- 4 for any other administrative purposes of CFD No. 2006 -4, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. "Amended Boundary Map" means a recorded map of the CFD which indicates the boundaries of the CFD and amends the Original Boundary Map. W "Approved Property" means all Assessor's Parcels of Taxable Property: (i) that are included in a Final Map that was recorded prior to the January 1 st preceding the Fiscal Year in which the Special Tax is being levied, (ii) and has an assigned Assessor's Parcel Number from the County shown on an Assessor's Parcel Map for the individual lot included on the Final Map, and (iii) that have not been issued a building permit on or before May 1 st preceding the Fiscal Year in which the Special Tax is being levied. "Assessor's Parcel" means a lot or parcel of land designated on an Assessor's Parcel Map with an assigned Assessor's Parcel Number. "Assessor's Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor's Parcel Number. "Assessor's Parcel Number" means that number assigned to an Assessor's Parcel by the County for purposes of identification. "Assigned Special Tax" means the Special Tax of that name described in Section D below. "Backup Special Tax" means the Special Tax of that name described in Section D below. "Bonds" means any obligation to repay a sum of money, including obligations in the form of bonds, notes, certificates of participation, long -term leases, loans from government agencies, or loans from banks, other financial institutions, private businesses, or individuals, or long -term contracts, or any refunding thereof, to which Special Tax of CFD No. 2006 -4 have been pledged. "Building Permit" means the first legal document issued by a local agency giving official permission for new construction. For purposes of this definition, "Building Permit" may or may not include any subsequent building permit document(s) authorizing new construction on an Assessor's Parcel that are issued or changed by the City after the first original issuance, as determined by the CFD Administrator as necessary to fairly allocate Special Tax to the Assessor's Parcel, provided that following such determination the Maximum Special Tax that may be levied on all Assessor's Parcels of Taxable Property will be at least 1.1 times maximum annual debt service on all outstanding Bonds plus the estimated annual Administrative Expenses. "Building Square Footage" or "BSF" means the square footage of assessable internal living space, exclusive of garages or other structures not used as living space, as determined by reference to the Building Permit for such Assessor's Parcel. "Calendar Year" means the period commencing January 1 of any year and ending the following December 31. "CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement, and providing for the levy and collection of the Special Taxes. "CFD" or "CFD No. 2006 -4" means Community Facilities District No. 2006 -4 (Rosetta Hills) established by the City under the Act. "City" means the City of Lake Elsinore FMN "City Council" means the City Council of the City of Lake Elsinore, acting as the Legislative Body of CFD No. 2006 -4. "Condominium Plan" means a condominium plan as set forth in the California Civil Code, Section 4285. "County" means the County of Riverside. "Developed Property" means all Assessor's Parcels of Taxable Property that: (i) are included in a Final Map that was recorded prior to the January 1 St preceding the Fiscal Year in which the Special Tax is being levied, and (ii) has an Assessor's Parcel Number from the County shown on an Assessor's Parcel Map for the individual lot included on the Final Map, and (iii) a Building Permit for new construction was issued on or before May 1St preceding the Fiscal Year in which the Special Tax is being levied. "Exempt Property" means all Assessor's Parcels designated as being exempt from Special Taxes as provided for in Section F. "Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a Condominium Plan pursuant to California Civil Code Section 1352 that creates individual lots for which Building Permits may be issued without further subdivision. "Fiscal Year" means the period commencing on July 1St of any year and ending the following June 30tH "Indenture" means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and /or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Category" means any of the categories listed in Table 1 and Table 2 of Section D. "Maximum Special Tax" means for each Assessor's Parcel, the maximum Special Tax, determined in accordance with Section D below, that can be levied by CFD No. 2006 -4 in any Fiscal Year on such Assessor's Parcel. "Multifamily Property" means all Assessor's Parcels of Developed Property for which a Building Permit has been issued for the purpose of constructing a building or buildings comprised of attached Residential Units available for rental by the general public, not for sale to an end user, and under common management, as determined by the CFD Administrator. "Non- Residential Property" or "NR" means all Assessor's Parcels of Taxable Property for which a building permit(s) was issued for a non - residential use. The CFD Administrator shall make the determination if an Assessor's Parcel is Non - Residential Property. "Original Boundary Map" means a recorded map of the CFD which indicates the original boundaries of the CFD recorded in book 67 of maps of assessment and community facilities district page 9 as instrument no. 2006 - 0456002 recorded with the County. "Partial Prepayment Amount" means the amount required to prepay a portion of the Special Tax obligation for an Assessor's Parcel, as described in Section G.2. FW "Prepayment Amount" means the amount required to prepay the Special Tax obligation in full for an Assessor's Parcel, as described in Section G.1. "Proportionately" means for Taxable Property that is (i) Developed Property, that the ratio of the actual Special Tax levy to the Assigned Special Tax is the same for all Assessor's Parcels of Developed Property, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Assessor's Parcels of Approved Property, and (iii) Undeveloped Property, or Provisional Undeveloped Property, that the ratio of the actual Special Tax levy per Acre to the Maximum Special Tax per Acre is the same for all Assessor's Parcels of Undeveloped Property, or Provisional Undeveloped Property, as applicable. "Provisional Undeveloped Property" means all Assessor's Parcels of Taxable Property that would otherwise be classified as Exempt Property pursuant to the provisions of Section F, but cannot be classified as Exempt Property because to do so would be reduce the Acreage of all Taxable Property below the required minimum Acreage set forth in Sections F. "Residential Property" means all Assessor's Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more Residential Units. "Residential Unit" or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the CFD Administrator. "Single Family Residential Property" means all Assessor's Parcels of Residential Property other than Multifamily Property. "Special Tax" means any of the special taxes authorized to be levied within CFD No. 2006 -4 pursuant to the Act to fund the Special Tax Requirement. "Special Tax Requirement " means the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses, (iii) the costs associated with the release of funds from an escrow account, (iv) any amount required to replenish any reserve funds established in association with the Bonds, (v) an amount equal to any anticipated shortfall due to Special Tax delinquencies, and (vi) for the collection or accumulation of funds for the acquisition or construction of facilities authorized by CFD No. 2006 -4 or the payment of debt services on Bonds anticipated to be issued, provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on Approved Property or Undeveloped Property as set forth in Steps Two or Three of Section E., less (vii) any amounts available to pay debt service or other periodic costs on the Bonds pursuant to the Indenture. "Taxable Property" means all Assessor's Parcels within CFD No. 2006 -4, which are not Exempt Property. "Taxable Unit" means either a Residential Unit or an Acre. "Tax Zone(s)" means the geographical area(s) identified as Tax Zone A or Tax Zone B as shown on the Amended Boundary Map. "Tax Zone A" means all property located within the specific area identified on the Amended Boundary Map as Tax Zone A. "Tax Zone B" means all property located within the specific area identified on the Amended Boundary Map as Tax Zone B. "Tract(s)" means an area of land within a subdivision identified by a particular tract number on a Final Map approved for the subdivision. "Trustee" means the trustee, fiscal agent, or paying agent under the Indenture. "Undeveloped Property" means all Assessor's Parcels of Taxable Property which are not Developed Property, Approved Property, Provisional Undeveloped Property. B. SPECIAL TAX Commencing Fiscal Year 2020 -2021 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property, up to the applicable Maximum Special Tax, to fund the Special Tax Requirement. C. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX Each Fiscal Year, beginning with Fiscal Year 2020 -2021, each Assessor's Parcel within CFD No. 2006 -4 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor's Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property shall be further classified as being in within Tax Zone A or Tax Zone B. Assessor's Parcels of Developed Property shall further be classified as Residential Property or Non - Residential Property. Each Assessor's Parcel of Residential Property shall further be classified as a Single Family Residential Property, or Multifamily Property. Each Assessor's Parcel of Single Family Residential Property shall be further categorized into Land Use Categories based on its Building Square Footage and assigned to its appropriate Assigned Special Tax rate. In the event that an Assessor's Parcel for which one or more Building Permits have been issued and the County has not yet assigned final Assessor's Parcel Number(s) to the Residential Unit(s) (in accordance with the Final Map or Condominium Plan) on such Assessor's Parcel, the amount of the Special Tax levy on such Assessor's Parcel for each Fiscal Year shall be determined as follows: (1) the CFD Administrator shall first determine an amount of the Maximum Special Tax levy for such Assessor's Parcel, based on the classification of such Assessor's Parcel as Undeveloped Property; (2) the amount of the Special Tax levy for the Residential Units on such Assessor's Parcel for which Building Permits have been issued shall be determined based on the Developed Property Special Tax rates and shall be taxed as Developed Property in accordance with Step 1 of Section E below; and (3) the amount of the Special Tax levy on the Taxable Property in such Assessor's Parcel not subject to the Special Tax levy in clause (2) shall be equal to: (A) the percentage of the Maximum Special Tax rate levied on all other Undeveloped Property multiplied by the total of the amount determined in clause (1), less the amount determined in clause (2). D. MAXIMUM SPECIAL TAX 1. Developed Property The Maximum Special Tax for each Assessor's Parcel of Single Family Residential Property in any Fiscal Year shall be the greater of (i) the Assigned Special Tax or (ii) the Backup Special Tax. The Maximum Special Tax for each Assessor's Parcel of Non - Residential Property or Multifamily Residential Property within the boundaries of the CFD shall be the applicable Assigned Special Tax described in Table 1 or Table 2 of Section D. a. Assigned Special Tax Each Fiscal Year, each Assessor's Parcel of Single Family Residential Property, Multifamily Property, or Non - Residential Property shall be subject to an Assigned Special Tax. The Assigned Special Tax applicable to an Assessor's Parcel of Developed Property shall be determined pursuant to Table 1 and Table 2 below. TABLE 1 ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY WITHIN TAX ZONE A Land Use Category Taxable Unit Building Square Footage Assigned Special Tax Per Taxable Unit 1. Single Family Residential Property RU Less than 1,800 sq. ft $1,463.00 2. Single Family Residential Property RU 1,800 sq. ft to 2,100 sq. ft $1,617.00 3. Single Family Residential Property RU 2,101 sq. ft to 2,400 sq. ft $1,702.00 4. Single Family Residential Property RU Greater than 2,400 sq. ft $1,805.00 5. Multifamily Property Acre N/A $10,868.00 6. Non - Residential Property Acre N/A $10,868.00 On each July 1, commencing July 1, 2021, the Assigned Special Tax rate for Developed Property shall be increased by two percent (2.00 %) of the amount in effect in the prior Fiscal Year. TABLE 2 ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY WITHIN TAX ZONE B Land Use Category Taxable Unit Building Square Footage Assigned Special Tax Per Taxable Unit 1. Single Family Residential Property RU Less than 1,800 sq. ft $1,463.00 2. Single Family Residential Property RU 1,800 sq. ft to 2,100 sq. ft $1,617.00 3. Single Family Residential Property RU 2,101 sq. ft to 2,400 sq. ft $1,702.00 4. Single Family Residential Property RU Greater than 2,400 sq. ft $1,805.00 5. Multifamily Property Acre N/A $8,555.00 6. Non - Residential Property Acre N/A $8,555.00 On each July 1, commencing July 1, 2021, the Assigned Special Tax rate for Developed Property shall be increased by two percent (2.00 %) of the amount in effect in the prior Fiscal Year. N.P. b. MUItiDle Land Use Cateaories In some instances an Assessor's Parcel of Developed Property may contain more than one Land Use Type. The Maximum Special Tax levied on an Assessor's Parcel shall be the sum of the Maximum Special Tax for all Land Use Categories located on the Assessor's Parcel. The CFD Administrator's allocation to each type of property shall be final. c. Backup Special Tax When a Final Map is recorded, the CFD Administrator shall determine which Tax Zone the Final Map area lies within and the Backup Special Tax for an Assessor's Parcel within a Final Map classified or to be classified as Single Family Property shall calculated according to the following formula. B= (UxA) /L The terms above have the following meanings: B = Backup Special Tax per per Assessor's Parcel within the Final Map U = Maximum Special Tax per Acre of Undeveloped Property per Section D.3 below A = Acreage of Single Family Residential Property expected to exist in such Final Map at the time of calculation, as determined by the Administrator L = Number of Residential Units expected to exist in such Final Map at the time of calculation, as determined by the Administrator. In the event any portion of the Final Map is changed or modified, the Backup Special Tax for all Assessor's Parcels within such changed or modified area shall be $10,868 per Acre for Tax Zone A and $8,555 for Tax Zone B. In the event any superseding Final Map is recorded as a Final Map within the Boundaries of the CFD, the Backup Special Tax for all Assessor's Parcels within such Final Map shall be $10,868 per Acre for Tax Zone A and $8,555 for Tax Zone B. The Backup Special Tax shall not apply to Multifamily Residential Property, or Non - Residential Property. On each July 1, commencing July 1, 2021, the Backup Special Tax rate shall be increased by two percent (2.00 %) of the amount in effect in the prior Fiscal Year. 2. Approved Property The Maximum Special Tax for each Assessor's Parcel of Approved Property expected to be classified as Single Family Property shall be the Backup Special Tax computed pursuant to Section D.1.c above. The Maximum Special Tax for each Assessor's Parcel of Approved Property expected to be classified as Multifamily Residential Property or Non - Residential Property shall $10,868 per Acre for Tax Zone A and $8,555 for Tax Zone B. M On each July 1, commencing July 1, 2021, the Maximum Special Tax rate for Approved Property shall be increased by two percent (2.00 %) of the amount in effect in the prior Fiscal Year. 3. Undeveloped Property and Provisional Undeveloped Property that is not Exempt Property pursuant to the provisions of Section F The Maximum Special Tax for each Assessor's Parcel of Undeveloped Property and Provisional Undeveloped Property that is not Exempt Property is shown in Table 3 below. TABLE 3 UNDEVELOPED PROPERTY AND PROVISIONAL UNDEVELOPED PROPERTY MAXIMUM SPECIAL TAX Tax Zone Maximum Special Tax Per Acre A $10,868 B $8,555 On each July 1, commencing July 1, 2021, the Maximum Special Tax rate for Undeveloped and Provisional Undeveloped Property shall be increased by two percent (2.00 %) of the amount in effect in the prior Fiscal Year. E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing Fiscal Year 2020 -2021 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property in accordance with the following steps: Step One: The Special Tax shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax rates needed to satisfy the Special Tax Requirement. Step Two: If additional moneys are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on each Assessor's Parcel of Approved Property at up to 100% of the Maximum Special Tax applicable to each such Assessor's Parcel as needed to satisfy the Special Tax Requirement. Step Three: If additional moneys are needed to satisfy the Special Tax Requirement after the first two steps have been completed, the Annual Special Tax shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor's Parcel as needed to satisfy the Special Tax Requirement. Step Four: If additional moneys are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax levy on each Assessor's Parcel of Developed Property for which the Maximum Special Tax is the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to 100% of the Backup Special Tax as needed to satisfy the Special Tax Requirement. Step Five: If additional moneys are needed to satisfy the Special Tax Requirement after the first four steps have been completed, the Special Tax shall be levied Proportionately on each Assessor's Parcel of Provisional Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor's Parcel as needed to satisfy the Special Tax Requirement. Notwithstanding the above, under no circumstances will the Special Taxes levied in any Fiscal Year against any Assessor's Parcel of Residential Property as a result of a delinquency in the payment of the Special Tax applicable to any other Assessor's Parcel be increased by more than ten percent (10 %) above the amount that would have been levied in that Fiscal Year had there never been any such delinquency or default. F. EXEMPTIONS The City shall classify as Exempt Property within the applicable Tax Zone, in the following order of priority, (i) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor's Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by a homeowners' association, (iv) Assessor's Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement, (v) Assessor's Parcels which are privately owned and are encumbered by or restricted solely for public uses, or (vi) Assessor's Parcels restricted to other types of public uses determined by the City Council, provided that no such classification would reduce the sum of all Taxable Property to less than 23.92 Acres in Tax Zone A and 3.85 Acres in Tax Zone B. Notwithstanding the above, the City Council shall not classify an Assessor's Parcel as Exempt Property if such classification would reduce the sum of all Taxable Property to less than 23.92 Acres in Tax Zone A and 3.85 Acres in Tax Zone B. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than 23.92 Acres in Tax Zone A and 3.85 Acres in Tax Zone B will be classified as Provisional Undeveloped Property, and will be subject to Special Tax pursuant to Step Five in Section E. G. PREPAYMENT OF SPECIAL TAX The following additional definitions apply to this Section G: "CFD Public Facilities" means $4,500,000 expressed in 2020 dollars, which shall increase by the Construction Inflation Index on July 1, 2021, and on each July 1 thereafter, or such lower amount (i) determined by the City Council as sufficient to provide the public facilities under the authorized bonding program for CFD No. 2006 -4, or (ii) determined by the City Council concurrently with a covenant that it will not issue any more Bonds to be supported by Special Tax levied under this Rate and Method of Apportionment. "Construction Fund" means an account specifically identified in the Indenture or functionally equivalent to hold funds, which are currently available for expenditure to acquire or construct public facilities eligible to be financed by CFD No. 2006 -4. :• "Construction Inflation Index" means the annual percentage change in the Engineering News - Record Building Cost Index for the city of Los Angeles, measured as of the Calendar Year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the City that is reasonably comparable to the Engineering News - Record Building Cost Index for the city of Los Angeles. "Future Facilities Costs" means the CFD Public Facilities minus public facility costs available to be funded through existing construction or escrow accounts funded by the Outstanding Bonds, and minus public facility costs funded by interest earnings on the Construction Fund actually earned prior to the date of prepayment. "Outstanding Bonds" means all previously issued Bonds issued and secured by the levy of Special Tax which will remain outstanding after the first interest and /or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Special Tax. Prepayment in Full The Maximum Special Tax obligation may be prepaid and permanently satisfied for (i) Assessor's Parcels of Developed Property, (ii) Assessor's Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, (iii) Approved Property or Undeveloped Property for which a Building Permit has not been issued and (iv) Assessor's Parcels of Public Property or Property Owner's Association Property, or Provisional Undeveloped Property that are not Exempt Property pursuant to Section F. The Maximum Special Tax obligation applicable to an Assessor's Parcel may be fully prepaid and the obligation to pay the Special Tax for such Assessor's Parcel permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Maximum Special Tax obligation for such Assessor's Parcel shall provide the CFD Administrator with written notice of intent to prepay, and within 5 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non - refundable deposit determined to cover the cost to be incurred by the CFD in calculating the Prepayment Amount (as defined below) for the Assessor's Parcel. Within 15 days of receipt of such non - refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount for the Assessor's Parcel. Prepayment must be made not less than 60 days prior to the redemption date for any Bonds to be redeemed with the proceeds of such prepaid Special Taxes. The Prepayment Amount (defined below) shall be calculated as follows (capitalized terms are defined below): follows: The Prepayment Amount shall be determined as of the proposed prepayment date as m Bond Redemption Amount plus Redemption Premium plus Future Facilities Amount plus Defeasance Amount plus Administrative Fees and Expenses less Reserve Fund Credit Equals: Prepayment Amount The Prepayment Amount shall be determined as of the proposed prepayment date as m 1. Confirm that no Special Tax delinquencies apply to such Assessor's Parcel. 2. For an Assessor's Parcel of Developed Property, compute the Maximum Special Tax for the Assessor's Parcel. For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has been issued, compute the Maximum Special Tax for the Assessor's Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been issued for the Assessor's Parcel. For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has not been issued, Public Property, Property Owner's Association Property, or Provisional Undeveloped Property to be prepaid compute the Maximum Special Tax for the Assessor's Parcel. 3. Divide the Maximum Special Tax derived pursuant to paragraph 2 by the total amount of Special Taxes that could be levied at the Maximum Special Tax at build out of all Assessor's Parcels of Taxable Property based on the applicable Maximum Special Tax for Assessor's Parcels of Developed Property not including any Assessor's Parcels for which the Special Tax obligation has been previously prepaid. 4. Multiply the quotient derived pursuant to paragraph 3 by the principal amount of the Outstanding Bonds to determine the amount of Outstanding Bonds to be redeemed with the Prepayment Amount (the "Bond Redemption Amount "). 5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium "). 6. Determine the Future Facilities Costs. 7. Multiply the quotient derived pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to determine the amount of Future Facilities Costs for the Assessor's Parcel (the "Future Facilities Amount "). 8. Determine the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and /or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds on which Bonds can be redeemed from Special Tax prepayments. 9. Determine the Special Taxes levied on the Assessor's Parcel in the current Fiscal Year which have not yet been paid. 10. Determine the amount the CFD Administrator reasonably expects to derive from the investment of the Bond Redemption Amount and the Redemption Premium from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the Prepayment Amount. 11. Add the amounts derived pursuant to paragraphs 8 and 9 and subtract the amount derived pursuant to paragraph 10 (the "Defeasance Amount "). 12. Verify the administrative fees and expenses of the CFD, including the cost of computation of the Prepayment Amount, the cost to invest the Prepayment Amount, the cost of redeeming the Outstanding Bonds, and the cost of recording notices to evidence the B -11 prepayment of the Maximum Special Tax obligation for the Assessor's Parcel and the redemption of Outstanding Bonds (the "Administrative Fees and Expenses "). 13. The reserve fund credit (the "Reserve Fund Credit ") shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. 14. The Prepayment Amount is equal to the sum of the Bond Redemption Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance Amount and the Administrative Fees and Expenses, less the Reserve Fund Credit. 15. From the Prepayment Amount, the Bond Redemption Amount, the Redemption Premium, and Defeasance Amount shall be deposited into the appropriate fund as established under the Indenture and be used to redeem Outstanding Bonds or make debt service payments. The Future Facilities Amount shall be deposited into the Construction Fund. The Administrative Fees and Expenses shall be retained by the CFD. The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such event, the increment above $5,000 or an integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next redemption from other Special Tax prepayments of Outstanding Bonds or to make debt service payments. As a result of the payment of the current Fiscal Year's Special Tax levy as determined pursuant to paragraph 9 above, the CFD Administrator shall remove the current Fiscal Year's Special Tax levy for the Assessor's Parcel from the County tax roll. With respect to any Assessor's Parcel for which the Maximum Special Tax obligation is prepaid, the City Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Maximum Special Tax obligation and the release of the Special Tax lien for the Assessor's Parcel, and the obligation to pay the Special Tax for such Assessor's Parcel shall cease. Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of Maximum Special Tax that may be levied on all Assessor's Parcels of Taxable Property after the proposed prepayment will be at least 1.1 times maximum annual debt service on the Bonds that will remain outstanding after the prepayment plus the estimated annual Administrative Expenses. Tenders of Bonds in prepayment of the Maximum Special Tax obligation may be accepted upon the terms and conditions established by the City Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case -by -case basis as specifically approved by the City Council. 2. Prepayment in Part The Maximum Special Tax obligation for an Assessor's Parcel of Developed Property, Approved Property or Undeveloped Property may be partially prepaid. For purposes of B -12 determining the partial prepayment amount, the provisions of Section G.1 shall be modified as provided by the following formula: PP = ((PE — A) x F) + A These terms have the following meaning: PP = Partial Prepayment Amount PE = the Prepayment Amount calculated according to Section G.1 F = the percent by which the owner of the Assessor's Parcel(s) is partially prepaying the Maximum Special Tax obligation A = the Administrative Fees and Expenses determined pursuant to Section G.1 The owner of an Assessor's Parcel who desires to partially prepay the Maximum Special Tax obligation for the Assessor's Parcel shall notify the CFD Administrator of (i) such owner's intent to partially prepay the Maximum Special Tax obligation, (ii) the percentage of the Maximum Special Tax obligation such owner wishes to prepay, and (iii) the company or agency that will be acting as the escrow agent, if any. Within 5 days of receipt of such notice, the CFD Administrator shall notify such property owner of the amount of the non - refundable deposit determined to cover the cost to be incurred by the CFD in calculating the amount of a partial prepayment. Within 15 business days of receipt of such non - refundable deposit, the CFD Administrator shall notify such owner of the amount of the Partial Prepayment Amount for the Assessor's Parcel. A Partial Prepayment Amount must be made not less than 60 days prior to the redemption date for the Outstanding Bonds to be redeemed with the proceeds of the Partial Prepayment Amount. With respect to any Assessor's Parcel for which the Maximum Special Tax obligation is partially prepaid, the CFD Administrator shall (i) distribute the Partial Prepayment Amount as provided in Paragraph 15 of Section G.1, and (ii) indicate in the records of the CFD that there has been a Partial Prepayment for the Assessor's Parcel and that a portion of the Maximum Special Tax obligation equal to the remaining percentage (1.00 - F) of the Maximum Special Tax obligation will continue to be levied on the Assessor's Parcel pursuant to Section E. H. TERMINATION OF SPECIAL TAX For each Fiscal Year that any Bonds are outstanding the Special Tax shall be levied on all Assessor's Parcels subject to the Special Tax. The Special Tax shall cease not later than the 2059 -2060 Fiscal Year, however, Special Tax will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determined (i) that all the required interest and principal payments on the CFD No. 2006 -4 Bonds have been paid; (ii) all authorized facilities of CFD No. 2006 -4 have been acquired and all reimbursements to the developer have been paid, (iii) no delinquent Special Tax remain uncollected and (iv) all other obligations of CFD No. 2006 -4 have been satisfied. I. MANNER OF COLLECTION The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2006 -4 may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor's Parcels as permitted by the Act. B -13 J. APPEALS OF SPECIAL TAXES Any taxpayer may file a written appeal of the Special Taxes on his /her Assessor's Parcel(s) with the CFD Administrator, provided that the appellant is current in his /her payments of Special Taxes. During pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant's Assessor's Parcel(s). No refunds of previously paid Special Taxes shall be made. The CFD Administrator shall interpret this Rate and Method of Apportionment and make determinations relative to the annual levy and administration of the Special Taxes and any taxpayer who appeals, as herein specified. EXHIBIT C Types of Facilities to Be Financed by Community City of Lake Elsinore Facilities District No. 2006 -4 The proposed types of public facilities and expenses to be financed by the District include: The construction, purchase, modification, expansion, rehabilitation and /or improvement of (i) drainage, library, park, fire, roadway, traffic, administration and community center facilities, marina and animal shelter facilities, and other public facilities of the City, including the foregoing public facilities which are included in the City's fee programs with respect to such facilities and authorized to be financed under the Mello -Roos Community Facilities Act of 1982, as amended (the "City Facilities ") and (ii) water and sewer facilities including the acquisition of capacity in the sewer system and /or water system of the Elsinore Valley Municipal Water District which are included in Elsinore Valley Municipal Water District's water and sewer capacity and connection fee programs (the "Water District Facilities" and together, with the City Facilities, the "Facilities "), and all appurtenances and appurtenant work in connection with the foregoing Facilities, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision for such Facilities, and to finance the incidental expenses to be incurred, including: a. The cost of engineering, planning and designing the Facilities; b. All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and C. Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities. Capitalized terms used and not defined herein shall have the meaning set forth in the Rate and Method of Apportionment of Special Taxes for the District. C -1 EXHIBIT D AMENDED BOUNDARY MAP 2 - \ § | ` - � }j \�k )m¥))) @\ & Hill \ j _u 2§_8b � - - - - --- ��2Sa . 2 2 aLu �e Ly o -ui �)k 0� > Lu �§ �b § § - - + u o _ U2, \ \ : \ IT \) @ i D1 D -2 m W Z 0 N X �M1 g Q � LL O p Q. LLI Vr00 W LL ----------------- --- - -- 0 2 W = W Y m6e oG_ mG-o6_ H LL, 6-mG_-G-m6-o G RmmGomtiG-mGmmGm G I. 0 HN ----- :-- ------ ----- mmmm -G-mG- -G -G- -F - -6 m m LL oo a M O w _ .mavm_�mo °° me m_mmo, me W LL —�> w Z w A �LL N aesssseeee��es$ a 0 ��a �e�sr��m�m��6������������e��e����e�am� ®m� 9--- -- ----- O n `h� V� N D -2 PROJECT MAP CFD NO. 2006 -4 (ROSETTA HILLS) CHANGE PROCEEDINGS CITY OF LAKE �LSIlYOIZE DREAM EXTREME SPICER CONSULTING G R O U P