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File 3 of 3 - Mello Roos Community Facilities District - CFD
eJONEiS HALL HILL & WBYTE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F.ADAMS FOUR EMBARCADERO CENTER HAROLD W.BANK* NINETEENTH FLOOR STEPHEN R.CASALEOOIO BRUCE R.COLEMAN SAN FRANCISCO, CA 94111 THOMAS A.DOWNEY - - (415) 391-5780 ANDREW C.HALL,JR. KENNETH I.JONES FACSIMILE WILLIAM H.MADISON DAVID J.OSTER September 24, 1990 (415)391-5784 BRIAN D.QUINT (415)391-8788 PAUL J.THIMMIO (4151 958-8308 SHARON STANTON WHITE ADMITTED TO NEW YORE AND DISTRICT OF COLUMBIA BARS ONLY ROBERT J.HILL(1988-1988) To: All Original Transcript Recipients Re: $2,400,000 City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area). 1990 Special Tax Bonds Enclosed is an original Transcript prepared for the captioned financing. Forthcoming will be a post-closing package containing the following: (a) Canvass and Statement of Result of Election held on July 2, 1990, as certified by the City Clerk of the City (Schedule of Transcript Documents Item A15); (b) City Resolution No. 6173 entitled "A Resolution Declaring Results of Special Election and Directing Recording of Notice of Special Tax Authorization, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted July 2, 1990 (Schedule of Transcript Documents Item A16); and (c) Reliance Letter to Fiscal Agent of Final Approving Legal Opinion of Jones Hall Hill & White, A Professional Law Corporation (Schedule of Transcript Documents Item F4). Very truly yours, lenda F. Bell Project Coordinator Enclosure 30012-06 JHH W:PJT:G FB $2,400,00.0 CITY OF. HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS SCHEDULE OF TRANSCRIPT DOCUMENTS A. LIEN AND ISSUANCE DOCUMENTS 1. List of Financing Participants. 2. City of Huntington Beach (the"City") Resolution No. 6141 entitled "A Resolution of the City Council of the City of Huntington Beach Acknowledging Receipt of Petition for Establishment of Community Facilities District, Directing Initiation of Proceedings Under the Mello-Roos Community Facilities Act of 1982, and Approving an. Agreement Regarding Advances and Employing Consultants in Connection Therewith, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted April 3, 1990. 3. Petition (Including Waiver) Regarding Proceedings Under the Mello-Roos Community Facilities Act of 1982. 4. - Agreement Regarding Advances Between the City of Huntington Beach and David.D. Dahl and Southwest Diversified, Inc. (collectively, the "Company") for the Proposed Community Facilities District No.-1990-1 (Goldenwest/Ellis Area) of the City of Huntington Beach. 5. City Resolution No. 6142 entitled "A Resolution of the City Council of the City of Huntington Beach of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Pursuant to the Mello-Roos Community Facilities Act of 1982, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted May 7, 1990. 6. Proof of Publication of Notice of Public Hearing in the Orange Coast Daily Pilot to be held June 18, 1990, as required by Section 11, of the City's Resolution No. 6142. 7. Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) Report, dated June. 7, 1990, together with Certificate Regarding Effectiveness of Report, as required by Section 9 of the City's Resolution No. 6142. 8. City Resolution No. 6143 entitled "A Resolution of Intention to Incur Bonded Indebtedness of the Proposed Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) Pursuant to the Mello-Roos Community Facilities Act of 1982, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted May 7, 1990. I 9. Proof of Publication of Notice of Public Hearing in the Orange Coast Daily Pilot to be held June 18, 1990, as required, by Section 5 of the City's Resolution No. 6143. 10. City Resolution No: 616.1 entitled "A Resolution of Formation of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), Authorizing the Levy of a Special Tax Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the-Establishment of the Appropriations Limit to the Qualified Electors of the District, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted June 18, 1990. 11. City Resolution No. 6162 entitled "A Resolution Determining the Necessity to Incur Bonded Indebtedness Within Community Facilities District No. 1990-1 (GoldenwesVEllis Area) and Submitting Proposition to the Qualified Electors of the District, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted June 18, 1990. 12. City Resolution No. 6163 entitled "A Resolution Calling Special Election, Community Facilities District No. -1990-1 (GoldenwesVEllis Area)", adopted June 18, 1990. 13. Proof of Publication of Resolution Nos. 6162 and 6163 in the Orange Coast Daily Pilot, pursuant to Section 9 of Resolution No. 6163. 14. Official Ballot/Special Tax Election held on July 2, 1990, including copies of return envelopes. 15. Canvass and Statement of Result of Election held on July 2, 1990, as certified by the City Clerk of the City. 16. City Resolution No. 6173 entitled "A Resolution Declaring Results of Special Election and Directing Recording of Notice of Special Tax Authorization, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted July 2, 1990. 17. Notice of Special Tax Lien (recorded in the Orange County Recorder's Office on July 12, 1990, as instrument number 90-368665), pursuant to Section 5 of the City's Resolution No. 6173. 18. City Resolution No. 6174 entitled "A Resolution of the City Council of-the City of Huntington Beach Authorizing The Issuance of Special Tax Bonds of the City of Huntington Beach for Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), Approving and Directing the Execution of a Fiscal Agent Agreement, and Approving Other Related Documents and Actions, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted July 2, 1990. 19. City Ordinance No. 3050 entitled "An Ordinance of the City Council of the City of Huntington Beach Levying Special Taxes Within Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", enacted July 16, 1990. 20. Proof of Publication of Ordinance No.. 3050 in the Orange Coast Daily Pilot as required pursuant to Section 7 thereof. I 2- i E .21. Certificate of Mailing report of Proposed Debt Issuance and Report of Final Sale, together with Acknowledgment of Receipt of Report of Proposed Debt Issuance by the California Debt Advisory Commission ("CDAC"), and copies of such Reports. CDAC No. 90=0415 22. Preliminary.Official Statement, dated July 19, 1990. 23. Purchase Contract, dated July 24, 1990, between Chilton & O'Connor, Inc., as the underwriter (the "Underwriter") and the City. 24. Fiscal Agent Agreement, dated as of June 1, 1990, by and between the City and Bank of America National Trust and Savings Association (the "Fiscal Agent"). 25. Acquisition Agreement, dated as of July 1, 1990,. by and between the City and David D. Dahl, dba The Dahl Company (the "Developer"). 26. Final Official Statement, dated July 24, 1990. 27. Representation Letter of the City and the Fiscal Agent to The Depository Trust Company-("DTC"), as accepted by DTC. B. CITY DOCUMENTS 1. Incumbency and Signature.Certificate. 2. Certificate as to Arbitrage. 3. Officer's Certificate pertaining to representations and warranties, no-litigation, disclosure and other matters pursuant to Section 9(e) of the Purchase Contract. 4. Certificate of City Clerk regarding effectiveness of City ordinance and resolutions. 5. Certificate Regarding Use of Proceeds. 6. Written Request to authenticate_ Bonds, pursuant to Section 7 of the City's Resolution No. 6174. 7. Certificate of Mailing Information. Return for Tax-Exempt Governmental Obligations Form 8038-G to the Internal Revenue Service, together with Form 8038-G,:pursuant to Section 9(f) of the Purchase Contract. 8. Certificate Regarding Preliminary Official Statement, pursuant to Section 4 of the City's Resolution No. 6174. 9. Form of Officer's Certificate Requesting Disbursement from Improvement Fund, pursuant to Section 3.03(B) of the Fiscal Agent Agreement. 10. Officer's Certificate Requesting Disbursement from Costs of Issuance Fund, pursuant to Section 3.06(B) of the Fiscal Agent Agreement. 11. Opinion of City Attorney, pursuant to Section 9(c) of the Purchase Contract and attached as Exhibit B thereto. 12. Certificate, Regarding Investments, as acknowledged by the Fiscal Agent, pursuant to Section 6.01 of the Fiscal Agent Agreement. C. FISCAL AGENT DOCUMENTS 1. Authentication and Incumbency Certificate; together with general signing resolution. 2. Certificate of Fiscal Agent, pursuant to Section 9(d) of the Purchase Contract. 3. Fiscal Agent's Receipt of Proceeds. D. DEVELOPER DOCUMENTS 1. Certificate of the Developer, pursuant to Section 9(g) of the Purchase Contract. E. UNDERWRITER and FINANCIAL ADVISOR DOCUMENTS .1. Representation Letter of Underwriter pertaining. to the reoffering price of the Bonds to the public and the establishment of reserve fund. 2. Receipt for Bonds. 3. Specimen Bond. 4. Certificate of the Financial Advisor. F. BOND COUNSEL DOCUMENTS 1. Final Approving Legal Opinion of Jones.Hall Hill & White, A Professional .Law. Corporation, pursuant to Section 9(b)(i) of the Purchase Contract. 2. Supplemental Opinion of Jones Half Hill -& White, A Professional Law Corporation, pursuant to Section 9(b)(ii) of the Purchase Contract and attached as Exhibit A thereto. 3. Reliance Letter to Underwriter Regarding Final Approving Legal Opinion of Jones Hall Hill & White, A Professional Law Corporation. 4. Reliance Letter. to Fiscal Agent Regarding Final Approving Legal Opinion of Jones Hall Hill & White, A Professional Law Corporation. 18019-30 JHHW:PJT:sGFB:rst 08/07/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS FINANCING PARTICIPANTS CITY: UNDERWRITER: -Mr. Robert J. Franz (;) -Mr. Tony Wetherbee (•) Deputy City Administrator/ Ms. Irma Haro Administrative Services CHILTON & O'CONNER, INC. -Mr. Louis F. Sandoval, 1901 Avenue.of the Stars, Suite 1400 Director of Public Works Los Angeles, CA 90067 -Mr. Robert E. Eichblatt, (213) 203-0966 City Engineer (213) 201-5091 [telecopier] -Mr. Dan T. Villella, (#) Director of Finance FINANCIAL CONSULTANT: -Ms. Connie Brockway, (•) -Mr. Rod Gunn (•) City Clerk Principal -Arthur J. Folger, Esq., (t) ROD GUNN ASSOCIATES, INC. Deputy City Attorney 3010 Old Ranch Parkway, suite 330 CITY OF HUNTINGTON BEACH Seal Beach, CA 90740 2000 Main Street (213) 598-7677 Huntington Beach, CA 92648 (213) 431-5446 [telecopier] (714) 536-5236 [Franz] (714) 536-5432 [Sandoval] BOND COUNSEL: (714) 536-5431 [Eichblatt] (714) 536-5228 [Villella] -Paul J. Thimming, Esq. (•,t) (714) 536-5404 [Brockway] -Ms. Glenda F. Bell, Project Coordinator (714) 536-5555 [Folger] JONES HALL HILL & WHITE Four Embarcadero Center, 19th Floor (714) 536-4182 [Franz telecopier] San Francisco, CA 94111 (714) 536-6473 [Sandoval telecopier] (415) 391-5780 (714) 536-6473 [Eichblatt telecopier] (714) 536-4182 [Villella telecopier] FISCAL AGENT: (714) 536-4693 [Brockway telecopier] -Ms. Marian Reyes, Trust Officer(•) (714) 536-4693 [Folger telecopier] Corporate Trust Administration DEVELOPER: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION -Mr. David Dahl 555 S. Flower Street, 5th Floor -Mr. Ron McDevitt Los Angeles, CA 90071 THE DAHL COMPANY (213) 228-4146 505 Park Avenue (213) 689-4772 [telecopier] Balboa Island, CA 92662 (714) 673-0127 (714) 723-0269 [telecopier] • =Oringinal Transcript Recipient t = Photocopy Transcript Recipient / RESOLUTION NO. 6141 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ACKNOWLEDGING RECEIPT OF PETITION FOR ESTABLISHMENT OF COMMUNITY FACILITIES DISTRICT, DIRECTING INITIATION OF PROCEEDINGS UNDER THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982 , AND APPROVING AN AGREEMENT REGARDING ADVANCES AND EMPLOYING CONSULTANTS IN CONNECTION THEREWITH Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) RESOLVED by the City Council of the City of Huntington Beach ( the "CITY" ) that : WHEREAS , this CITY has received a petition (the "PETITION" ) requsting that this CITY establish a community facilities district ( the "DISTRICT" ) under the Mello-Roos Community Facilities Act of 1982 , as amended (the "ACT" ) , the territory to be included in the l DISTRICT being described in Exhibit "A" to the PETITION; i There has been presented to this CITY a form of Agreement Regarding Advances (the "AGREEMENT" ) whereby landowners within the DISTRICT are willing to advance the funds necessary to form the DISTRICT; and Under the ACT, this CITY is the legislative body for the DISTRICT and is empowered with the authority to establish the DISTRICT; This CITY, with the aid of the CITY staff , has reviewed the PETITION and the AGREEMENT and found them to be in proper form and now desires to proceed with the establishment of the DISTRICT. NOW,. THEREFORE, IT IS HEREBY RESOLVED as follows : SECTION 1 . This CITY hereby acknowledges receipt of the PETITION and finds and determines that the PETITION is signed by the requisite number of owners of land proposed to be included within -1- the DISTRICT as set forth in Section 53319 (d) of the ACT . SECTION 2 . This CITY desires to undertake proceedings to form the DISTRICT and issue bonds under the ACT to finance the costs of the widening of Ellis Avenue , including the acquisiton of land, as well as the other public improvements to be specified in such proceedings . The appropriate CITY staff , including the Finance Director and employees of the CITY Engineer ' s office , are hereby authorized and directed to take such action as are necessary to present to this CITY for its review the proceedings necessary to form the DISTRICT and issue bonds under the ACT . Nothing in this Resolution shall in any way obligate the CITY to form the DISTRICT or issue bonds therefor if this CITY for any reason abandons the proceedings therefor . SECTION 3 . This CITY hereby approves the AGREEMENT, in the form submitted to this CITY at this meeting or with such changes thereto as shall be approved by the Finance Director , and authorizes and directs the Finance Director to execute and deliver the AGREEMENT and accept and expend the deposit referred to therein in the manner specified in the AGREEMENT . SECTION 4 . GRC Municipal Finance, Inc . is hereby designated a financial consultant to the CITY, and Chilton & O ' Connor , Inc . is hereby designated as underwriter to the CITY, each in connection with th establishment of the DISTRICT and the issuance of special tax bonds of the CITY for the DISTRICT. The Finance Director is hereby authorized to execute and deliver agreements with .. said firms for their services in connection with the DISTRICT, the fees of said firms to be no more than those charged for similar work as determined by the Finance Director . -2= 6141 SECTION 5 . The law firm of Jones , Hall , Hill & White, A Professional Law Corporation, is hereby designated as bond counsel to the CITY in connection with the formation of the DISTRICT and the special tax bonds expected to be issued by the CITY for the DISTRICT. The Finance Director is hereby authorized to execute and deliver an agreement with said firm for its services in connection with the DISTRICT and said bonds , the fees of said firms to be payable solely from the proceeds of said bonds and to be no more than those charged for similar work as determined by the Finance Director . PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held of the 7TH day of May 1990 . Mayor ATTEST : APPROVED AS TO FORM: City Clerk Ct.y Attorney REVIEWED AND APPROVED : NITIATED AN"APPROVED : f l _ City Administrator Director of Public Works -3- A RE A OF" t_Pr N-s> A C-Q w S fl1J ELLIS AVENUE l_ _l r w■■ON■■■■ ■ iri■ ■ U b G(} (G1 ttr o s,a00-to f . f2tt 0;.GD . pp. LU 0 CD (� ► t3)O ,C?C30 Gt) LU=O CO ,q U-0 C 61 i ? a saoo ct .O-co a. toy<<R `pa r4}std:: � F cj cn - d+ ■ w ..RI ,fi) d 8,dt�C�Slo) Is.so Q cr- R o ; o uj RA fA- 0.. LU ........= : ` 0 CD: �� - ifxc Flan ---- �j a �,� z.a Ml Cb 'area ' R P RA�0- C . : #iiiit i lilts it"im 11 iW�Y� NANO GARFIELD AVENUE ?% Existing Zoning Exhibit 4 7 AVENUE oc j k1 2 I(a 6t�a:)9i�01 i� J A 4I �N ( 13Y4 /5 /6 /7i, O 2121 `23 Z4 ! INVY 4.56 AC. I ,{- I ' 19 17 16 \� 14PIS12� 4 i J I '-OT A Ln U, 4- 66 Ac. U • i! 2' 3 5"I �f'�, 10 I 3013/ - I 7 9 / \37 �331341351361 / /00 2 38 I I / 4 S 2.43 AC. f 200 19Ll f7 16 15� (j�!. C 12 i 1.25 AC. i- ,� , I 2 `3 �5.I� , 8��9�10 II� 31 f I , ��q-35 W J I / LorTS FDR S�FZE�� W\b�N1NG I i ,qV;`;y pQ M. 1Y 7- 48 NOTE — ASSESSORS BLOCK& ASSESSOR'S MAP P4,4CEL NUMBERS BOOK 110 PAGE 19 SHOWN /N CIRCLES COUNTY OF ORANGE � 1 11n-191 -2 The foregoing instrument is a correct Copy of the original on file in this office. Attest 6 19 a0 CONK-1L BROCKWAY City Clerk and Ex-officie Clerk of the City Council of th Clty of Huntington Bea;;li, Ca I. J Sy Deput` Res. No. 6141 i STATE OF CALIFORNIA COUNTY OF ORANGE ss: CITY OF HUNTINGTON BEACH ) I , CONNIE BROCKWAY , the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the 7th day a of May 19 90 by the following vote: 1 AYES: Councilmembers : MacAllister, winchell, Green, Mays, Bannister, Silva, Erskine NOES: Councilmembers : None ABSENT: Councilmembers : NnnP City Clerk and ex-o ici er of the City Council of the City of Huntington Beach, California The foregoing instrument is a correct Copy of the original on file in this office. Attest f 19 as CONNI1- BROCKWAY City Clem,and LEx-officio Clem of the City Council of th City of Huntington Beaclh, Cal. 8y Deout� PETITION (INCLUDING WAIVER) REGARDING PROCEEDINGS UNDER THE MELLO-ROOS COMMUNITY FACILITY ACT OF 1982 To the. Honorable City Council of the City of Huntington Beach c/o City Clerk 2000 Main Street Huntington Beach, CA 92648 RE : PROPOSED COMMUNITY FACILITIES DISTRICT NO. 1990-1 Goldenwest/Ellis Area Members of the City Council : The undersigned duly authorized representatives of the owners of all of the real property identified in Exhibit "A" hereto hereby request that you institute proceedings to establish a community facilities district pursuant to the Mello-Roos Community Facilities Act of 1982, and hereby respectfully petition and show as follows : 1 . We request that the property described in Exhibit "A" hereto be included within Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) of the City of Huntington Beach (the "District" ) and that you take all steps necessary to complete the formation of the District and to levy a special tax therein for the purpose of financing the widening of Ellis Avenue and the acquisition of land therefor, as well as other public improvements , all as to be more particularly specified in the proceedings for the creation of the District and the levy of said special tax. The territory proposed for inclusion in the District is described in Exhibit "A" hereto . 2 . It being our intention to proceed as quickly as possible with the formation of the District, the levy of said special tax, and the issuing of special tax bonds , and it being further understood that, there being fewer than twelve registered voters residing within the District , the undersigned being the representatives of the owners of real property constituting the only expected qualified electors of the District, we waive all otherwise applicable times for and notices of the conduct by you of the election to order the levy of the special tax, to establish an appropriations limit for the District, and to authorize the issuance of said special tax bonds of the District . 3 . In furtherance of said waiver, we agree that said election may be conducted by mailed or hand-delivered ballot without analysis or arguments for and against the ballot propositions , with the ballots to be returned as quickly as possible to the office of the City Clerk of the City of Huntington Beach, and that the results of said election be canvassed and reported to you as soon as possible . -1- Respectfully submitted as of this day of January, 1990 by: Names and Signatures of Property Owners Addresses of Owners Assessor ' s Parcel Nos . -2- LANDOWNER PETITION ------------------ ATTACHED LAND OWNERS ADDRESS OF ASSESSOR'S TRACT MAP NAMES OWNERS PARCEL #'S MAP #'S QUADRANT SIGNATURES -------------------- --------- ---------- ------- --------- ----------------------------------------------------- Central Park #8, 505 Park Ave. 110-190-01 13269 A California Limited Balboa Island,-CA Partnership 92662 GENERAL PARTNER (714)/673-0127 David D. Dahl - y=----- --�------------------- ---------/----- DAVID D. DAHL (GENERAL PARTNER) DATE Central Park #12, 505 Park Ave. 110-190-02 13270 11 A California Limited Balboa Island, CA 110-190-03 Partnership 92662 110-190-04 GENERAL PARTNER (714)/673-0127 David D. Dahl f-=------ --•- -- ------------- --------------- DAVID D. DAHL (GENERAL PARTNER) DATE Central Park #15 505 Park Ave. 110-200-10 14035 A California Limited Balboa Island, CA 110-200-11 f Partnership 92662 GENERAL PARTNER (714)/673-0127 David D. Dahl --------------- -- ------ - - - - DAVID D. DAHL (GENERAL PARTNER) DATE Southwest Diversified/ 18400 Von Korman 110-200-015 13714 IV Cosran Partners Suite #400 110-200-016 A fornia Irvine, CA Gei—al Partnership 92715 PRESIDENT (714)/476-8762 William D. Foote ------------------------------------ DATE WILLIAM D. FOOTE (PRESIDENT) Emil Walter Plegel 7071 Thomas street 110-200-05 13439 V & Ruby Buena Park, CA 110-200-04 Lucille Plegel, 90621 110-186-15 Trustees (714)521-5919 ------------------------------------ --------------- EMIL WALTER PLEGEL DATE Audrey DcNubila 11728 Chaparal St. 110-200-23 13439 VI Ponabaker Los Angeles, CA Virginia May Denubila 90049 (213)/47Z-9213 ------------------------------------ --------------- AUDREY DENUBILA PANABAKER DATE ------------------------------------ --------------- VIRGINIA MAY DENUBILA DATE William Landis 1901 Avenue of the 110-210-01 14109 VII Stars, Suite #1060 Los Angeles, CA 90067 (213)/277-3322 ------------------------------------ --------------- WILLIAM LANDIS DATE LANDOWNER PETITION ------------------ ATTACHED LAND OWNERS_ ADDRESS OF ASSESSOR'S TRACT MAP NAMES OWNERS PARCEL #'S MAP #'S QUADRANT SIGNATURES --------------- ---------- ------- --------- ----------------------------------------------------- David D. Dahl 505 Park Ave. 110-210-02 N/A Vill Balboa Island, CA i 92662 (714)/673-0127 DAVID D. DAHL DATE David D. Dahl 505 Park Ave. 110-210-04 N/A IX \} / Balboa Island, CA 92662 (714)/673-0127 DAVID D. DAHL DATE LANDOWNER PETITION ------------------ ATTACHED NO OWNERS ADDRESS OF ASSESSOR'S TRACT MAP MES OWNERS PARCEL #'S MAP #'S QUADRANT SIGNATURES ------------------ ----------------- ---------- ------- --------- ----------------------------------------------------- ntral Park #8, 505 Park Ave. 110-190-01 13269 1 California Limited Balboa Island, CA rtncrship 92662 NERAL PARTNER (714)/673-0127 vid D. Dahl DAVID D. DAHL (GENERAL PARTNER) DATE ntral Park #12, 505 Park Ave. 110-190-02 13270 II California Limited Balboa Island, CA 110-190-03 rtncrship 92662 110-190-04 NERAL PARTNER (714)/673-0127 vidD. Dahl ------------------------------------ --------------- DAVID D. DAHL (GENERAL PARTNER) DATE ntral Park #15 505 Park Ave. 110-200-10 14035 111 California Limited Balboa Island, CA 110-200-11 rtncrship 92662 NERAL PARTNER (714)/673-0127 vidD. DahC ------------------------------------ --------------- DAV1D D. DAHL (GENERAL PARTNER) DATE uthwn-t Diversified 18400 Von Karman 110-200-015 13714 IV ESI Suite #400 110-200-016 Main roote Irvine, CA 92715 LL(714)/476-f1762 -------1-•------- ., WILL IAM--FOOTE-•(PREtIbENT-). DATE 6 L Walter PlcgcL 7071 Thomas Street 110-200-05 13439 V Ruby Buena Park, CA 110-200-04 icille PlcgcL, 90621 110-186-15 ustces (714)521-5919 ------------------------------------ --------------- EMIL WALTER PLEGEL DATE vdrey DeNubila 11720 Chaparal St. 110-200-23 13439 VI .nabaker Los Angcles, CA rginia May Denubita 90049 (213)/472-9213 ------------------------------------ --------------- AUDREY DENUBILA PANABAKER DATE ------------------------------------ --------------- VIRGINIA MAY DENUBILA DATE Lliam Landis 1901 Avenue of the 110-210-01 14109 VI1 Stars, Suite 91060 110-210-02 Los Angeles, CA 110-210-04 90067 (213)/277-3322 ------------------------------------ --------------- WILLIAM LANDIS DATE LANDOWNER PETITION ------------------ ATTACHED UJD OWNERS ADDRESS OF ASSESSOR'S TRACT MAP kMES OWNERS PARCEL #'S MAP #'S QUADRANT SIGNATURES ------------------ ----------------- ---------- --- ----------------------------- !ntrnl Park #8, 505 Park Avc. 110-190-01 13269 I California Limited Balboa Island, CA irtnership 92662 :NERAL PARTNER (714)/673-0127 rvidD. Dahl ------------------------------------ --------------- DAVID D. DAHL (GENERAL PARTNER) DATE antral Park #12, 505 Park Ave. 110-190-02 13270 I1 California Limited Balboa Island, CA 110-190-03 )rtncrship 92662 110-190-04 :NERAL PARTNER (714)/673-0127 rvidD. Dahl ------------------------------------ -------------- DAVID D. DAHL (GENERAL PARTNER) DATE !ntral Park #15 505 Park Ave. 110-200-10 14035 III California Limited Balboa Island, CA 110-200-11 irtnership 92662 :NERAL PARTNER (714)/673-0127 rvidD. Dahl' ------------------------------------ --------------- DAVID D. DAHL (GENERAL PARTNER) DATE wthv - Diversified 18400 Von Karman 110-200-015 13714 IV :ESI Suite #400 110-200-016 Mom Foote Irvine, CA 92715 (714)/476-8762 ------------- ----------------------- --------------- WILLIAM FOOTE (PRESIDENT) DATE 6L Walter Plegel 7071 Thomas Street 110-200-05 13439 V Ruby Buena Park, CA 110-200-04 icillc PlcgcL, 90621 110-186-15 vstees (714)521-5919 r EM1L,WALTER PLEGE 7—ll 0� 12_/ DATE xlrey DcNubiLa 11728 Chaparal St. 110-200-23 13439 VI inabakcr Los Angcles, CA ;rginia May Denubila 90049 (213)/472-9213 ----------- ---------------------- --------------- AUDREY DENUBILA PANABAKER DATE ------------------------------------ --------------- VIRGINIA MAY DENUBILA DATE lliam Landis 1901 Avenue of the 110-210-01 14109 V11 Stars, Suite #1060 110-210-02 Los Angeles, CA 110-210-04 90067 (213)/277-3322 ---------------------- ------------- --------------- WILLIAM LANDIS DATE LANDOWNER PETITION ATTACHED OWNERS ADDRESS OF ASSESSOR'S TRACT NAP NAMES OWNERS PARCEL #IS MAP #IS QUADRANT SIGNATURES .................... ................. ..._: -- ------- Central Park X8, 505 Park Ave. 110.190-01 13269 1 A California Limited Balboa Island, CA Partnership 92662 GENERAL PARTNER (714)/673-0127 DavidD. Dahl .................................... ------•-•------ DAV1D D. DAHL (GENERAL PARTNER) DATE Central Park 012, 505 Park Ave. 110-190-02 13270 11 A California Limited Balboa Island, CA 110-190-03 Partnership 92662 110-190-04 GENERAL PARTNER (714)/673-0127 David D. Dahl ----- ....... ............... DAVID D. DAHL (GENERAL PARTNER) DATE Central Park #15 505 Park Ava. 110-200-10 14035 111 A California Limited Balboa Island, CA 110-200-11 Partnership 92662 GENERAL PARTNER (714)/673-0127 David D. Dahl .................................... DAVID D. DAHL (GENERAL PARTNER) DATE South-west Diversified/ 18400 Von Karman 110-200-015 13714 IV Coscan Partners Suite #400 110-200-016 4 lelifornie Irvine, CA rat Partnership 92715 PKLSIDENT (714)/476-E1762 William D. Foote -----------......................... WILLIAM D. FOOTE (PRE-IDENT) DATE Emil Walter Plegct 7071 Thomas Street 110-200.05 13439 V & Ruby • Buona Park, CA 110.200-04 Lucille PLeget, 96621 110.166.15 Trustees (714)521.5919 --------- EMIL WALTER PLEGEL DATE Audrey Dakubila 11728 Chaparal St. 110•ZU0-23 13439 VI Panobaker Los Angetas, CA Virginia May Denubite 90049 (213)/472-9213 AUDREY DENUBILA PANABAKCR DATE ------------ VIRGINIA MAY DENUDILA DATE William Landis 1901 Avenue of the 110-210-01 141D9 V11 Stars, Suite #1060 110-210-02 Los An9elee, CA 110-210-04 90067 (213)/277.33-a .................................... ------•------•- WILLIAK LANDIS DATE - -- 7 - LANDOWNER PETITION ATTACHED OWNERS ADDRESS OF ASSESSOR'S TRACT MAP OWNERS PARCEL #'S MAP #'S QUADRANT SIGNATURES -------------^- ----------------- ---------- ------- --------- ----------------------------------------------------- •al Pork #d, 505 Park Ave. 110-190-01 13269 1 .ifornio Limited Balboa Island, CA urship 92W tAL PARTNER (714)/673-0127 JD. Dahl ------------------------------------ ----------- DAVID D. DAHL (GENERAL PARTNER) DATE rat Park #12, 505 Park Ave. 110-190-02 13270 I1 lifornia Limited Balboa island, CA 110-190-03 ncrship 92662 110-190-04 RAL PARTNER (714)/673-0127 dD. Dahl ------------------------------- --------------- DAVID D. DAHL (GENERAL PARTNER) DATE rat Park 415 505 Park Ave. 110-200-10 14035 111 lifornia Limited Balboa Island, CA 110-200-11 ncrship 92662 RAL PARTNER (714)1673-0127 dD. Dahl ------------------------------------ --------------- DAV1D D. DAHL (GENERAL PARTNER) DATE hwest Diversified/ 1B400 Von Korman 110-200-015 13714 IV an P.-tncrs. Suite #400 110-200-016 lif Irvine, CA ra.l r.,rtncrship 92715 IDENT (714)/476-8762 iomD. Foote ------------------------------------ --------------- WILLIAM D. FOOTE (PRESIDENT) DATE Walter Plcgcl 7071 Thomas Street 110-200-05 13439 V by Buena Park, CA 110-200-04 llc Plcgcl, 90621 110-186-15 tees (714)521-5919 ------------------------------------ --------------- EMIL HALTER PLEGEL DATE cy DcHubila 11720 Chaparal St. 110-200-23 13439 VI baker Los Angeles, CA linia May Denubila 90049 (213)/472-9213 ------------------------------------ --------------- AUDREY DENUBILA PANABAKER DATE I, ------------------------------------ --------------- VIRGINIA MAY DENUBILA DATE iam Landis 1901 Avenue of the 110-210-01 14109 VI1 Stars, Suite #1060 110-210-02 / l Los Angeles, CA 110-210-04 90067 (213)/277-3322 �C L WILLIAM LANDIS DATE EXHIBIT -A- - ` ti9� 7,v6,u IZ - Vii ) S; ., •- ;%'el�} i ; ;-` '� .TJ 1•I• n � �'""^"fir-••- _�:R_ .,. 4 ��•,1•i T _� P• ��. !1 -_--- �` `�'=��•;;' ;:;` ., �� ARK �` VIII ix 4;1 III 1, CODUTRY VILW7,jc5JG4—i, ������// �' / ii �� ' `•` l: �—�._ .._I ��,-.�:1--•�c�`f �• -, .C}—^\ � .I,L 1/' _ .-�•,I t-• {nll'i'•Y�'.__:__ -�')I- II '\L. tzj IV un; Lyz '• ' �Q \\\� .\ •tilt �\\\((( 1 � y' � -• .;: � ,_.�'.(.� ,Y�,� -'- � /r•t-�r _1 = Ir•• —r...�;.�J�/�� .� ��4'I �'1;1� _"-.�_'.`u.._t^i��• --_)l-lI' LOW DENSITY RL-SIDCNTIAL-•3 DU/AC LOW DENSITY RESIDENTIAL-4 DU/AC - lA NL-IGHDORHOOD PARK EQUESTRIAN TRAIL OWNERSHIP DOUNDARIr-SCxtqTLR - - 1.. / ��=� CC'/l-�1 J L! 1( � �� - ?�JK 7Pll•1+R+r 1'� -••- .GOLDENWE6T J L-LLIS AREA IiUNTINGTON DEACH, CALIFORNIA �� The foregoing instrument is a correct copy of the original on file in this office. Attest 10 - - - 19 qb CONNIE BRO City Clem and Ex-off icio Clerk of the City Council of the City of Huntington Beach, Ca 1. i By _ De pint♦ AGREEMENT REGARDING ADVANCES BETWEEN THE CITY OF HUNTINGTON BEACH AND DAVID D. DAHL AND SOUTHWEST DIVERSIFIED, INC. FOR THE PROPOSED COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) OF THE CITY OF HUNTINGTON BEACH THIS AGREEMENT REGARDING SERVICES (the "AGREEMENT" ) is by and . between the City Council of the City of Huntington Beach (the "CITY") , in its capacity as legislative body (the "LEGISLATIVE BODY" ) for the proposed Community Facilities District No . 1990-1 (Goldenwest/Ellis) of the City of Huntington Beach (the "DISTRICT" ) , and David D. Dahl , a sole proprietorship, and Southwest Diversified Inc . , a California General Partnership, (collectively, the "COMPANY" ) . WHEREAS, the COMPANY and others have submitted a Petition (Including Waiver) (the "PETITION" ) to the LEGISLATIVE BODY requesting the formation of the DISTRICT; and The DISTRICT is being formed to finance, among other , improvements , the widening of Ellis Avenue including the acquisition of land therefor ; and The COMPANY desires that the CITY proceed with the acquisition of land required in connection with the widening of Ellis Avenue, and is willing to advance the funds necessary to allow the CITY to acquire such land and to proceed with the formation of the DISTRICT provided that such funds so advanced are reimbursed to the COMPANY from the proceeds of any bonds issued by the CITY for the DISTRICT; and The LEGISLATIVE BODY and the COMPANY now desire to specify the terms of said advance and reimbursement . NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and for other consideration the -1- receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows : SECTION 1 . The Deposit; Additional Advances . The COMPANY hereby agrees to provide, in the form of a cashier ' s check payable to the CITY, $100 , 000 . 00 (the "DEPOSIT" ) , to be used by the CITY to pay the costs of the acquisition of land necessary for the widening of Ellis Avenue in the vicinity of Goldenwest Street and other costs of the CITY in processing proceedings to form the DISTRICT (the " INITIAL COSTS" ) by delivering such amount to the CITY' S Finance Director . The LEGISLATIVE BODY, by its execution hereof, acknowledges receipt of said amount . The CITY Finance Director shall negotiate said check and hold the proceeds thereof in a segregated account to be disbursed as set forth below. The DEPOSIT may be commingled with other funds of the CITY for purposes of investment and safekeeping, but the CITY shall at all times maintain records as to the expenditure of the DEPOSIT. The COMPANY hereby agrees to advance any other amounts necessary to pay any INITIAL COSTS in excess of by the amount of the DEPOSIT incurred by the CITY promptly upon written demand therefore, by the CITY Finance Director; provided that the amount of the DEPOSIT plus any such advances shall not exceed $100 , 000 . 00 without the prior expenses consent of the COMPANY. SECTION 2 . Use of Funds . The DEPOSIT shall be used solely as follows : (a) The CITY may draw upon the DEPOSIT from time to time to pay the INITIAL COSTS, including but not limited to : ( i) the costs of the acquisition of land necessary for the widening of Ellis -2- 1 Avenue in the vicinity of Goldenwest including all costs of the CITY related thereto (including any costs of litigation related to the condemnation of such land) , all as determined by the CITY in its sole discretion; and ( ii) the fees and expenses of any consultants to the CITY (such as engineering , legal and financing consultants) employed in connection with the formation of the DISTRICT, costs of appraisals , studies and other reports necessary or deemed advisable by the CITY staff in forming the DISTRICT, costs of publication of notices , preparation and mailing of ballots and other costs related to any election with respect to the DISTRICT, any special tax to be levied or any bonded indebtedness thereof, the costs of any action prosecuted in the superior court to validate the formation of the DISTRICT, said special tax and or said bonded indebtedness , a reasonable charge, as determined by the LEGISLATIVE BODY in its sole discretion, for an allocable share of administrative expense with respect to CITY staff directly engaged in analyzing and participating in the DISTRICT formation and bond issuance proceedings, and any and all other costs and expenses incurred by the CITY with respect to the creation of the DISTRICT. (b) If the DISTRICT is formed and bonds are issued under the Mello-Roos Community Facilities Act of 1982 (the "ACT" ) by the LEGISLATIVE BODY secured by special taxes levied upon the land within the DISTRICT, the LEGISLATIVE BODY shall provide for reimbursement to the COMPANY, without interest , of all amounts charged against the DEPOSIT, said reimbursement to be made solely from the proceeds of such bonds and only to the extent otherwise permitted under the ACT. On the date of issuance and delivery of such bonds , the LEGISLATIVE BODY shall return the then unexpended -3- DEPOSIT to the COMPANY, without interest, less an amount equal to any costs incurred by the CITY or that the CITY is otherwise committed to pay, which costs would- be subject to payment under Section 2 (a) above but have not yet been so paid by the CITY. (c) If the qualified electors of the DISTRICT do not approve the proposed special tax to be levied on the property within the DISTRICT, the LEGISLATIVE BODY shall return the then unexpended DEPOSIT to the COMPANY, without interest, less an amount equal to any funds which have been committed by the CITY by the time of the election to the payment of costs described in Section 2 (a) . If the election is successful and the DISTRICT is formed, but such bonds are not issued, the LEGISLATIVE BODY shall, as soon as practicable after adoption of the resolution stating the intent of the LEGISLATIVE BODY to terminate proceedings under the ACT with respect to the issuance of bonds for the DISTRICT, return the then unexpended DEPOSIT to the COMPANY, without interest, less an amount equal to any costs incurred by .the CITY or that the CITY is otherwise committed to pay, which costs would be subject to payment under Section 2(a) above but have not yet been so paid by the CITY. SECTION 3 . Reimbursement of Other Company Costs . Nothing contained herein shall prohibit reimbursement of other costs and expenses of the COMPANY incurred in. connection with the DISTRICT from the proceeds of such bonds . Any such reimbursement shall be made solely from the proceeds of such bonds and only to the extent otherwise permitted under the ACT and otherwise provided for , at the sole discretion of the LEGISLATIVE BODY, in the proceedings for the formation of the DISTRICT and the issuance of such bonds . -4- SECTION 4 . Agreement Not Debt or Liability of City. It is hereby acknowledged and agreed that this AGREEMENT is not a debt or liability of the CITY, as provided in Section 53314 . 9 (b) of the ACT. The LEGISLATIVE BODY and the CITY shall in no event be liable hereunder other than with respect to a return of the unexpended and uncommitted portions of the DEPOSIT as provided in Section 2 above. The CITY shall not ' be obligated to advance any of its own funds with respect to the establishment of the DISTRICT or for any of the other purposes listed in Section 2(a) hereof . No member of the LEGISLATIVE BODY or officer, employee or agent of the CITY shall in any event be personally liable hereunder . SECTION 5 . No Obligation to Form District. The provision of this AGREEMENT shall in no way obligate the LEGISLATIVE BODY to form the DISTRICT or to take any action with respect thereto . SECTION 6 . 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. SECTION 7 . Successors and Assigns. This AGREEMENT shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto . SECTION 8 . Counterparts . This AGREEMENT may be executed in counterparts, each of which shall be deemed an original . -5- IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the day and year written alongside their signature line below. DAVID D. NHL, THE CITY OF HUNTINGTON BEACH a Sole Pro 'r * r.s- ..ip� a muni ipal corporation of the Stat o California i _ By: 1. ,.� . Mayor Its : By: Its SOUTHWEST DIVERSIFIED, INC . a California General Partnership By: Its : By: Its ATTEST: APPROVED AS TO FORM: CityClerk 6/s�9D C ' t Attorney Y G; 5 . � � qb REVIEWED AND APPROVED : I ITIATED APPROVED: , i y Administr-ator Directo of Public Works -6- The foregoing instrument is a correct copy of the original on file in this office. Attest Au ai jsi to 19 Ab C/9NNIE o K.W..7 City C'er an.l Ex-off icic,Clerk of the City CcE nl cil of the City of Huntington r= :,.:t7, Cal. 1,2 Dy - Deputy RESOLUTION NO. 6142 A RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH TO ESTABLISH A COMMUNITY FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES PURSUANT TO THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982 Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) WHEREAS , the City Council of the City of Huntington Beach has adopted a resolution entitled "A Resolution Of The City Council Of The City Of Huntington Beach Acknowledging Receipt Of Petition For Establishment Of Community Facilities District , Directing Initiation Of Proceedings Under The Mello-Roos Community Facilities Act Of 1982 , And Approving An Agreement Regarding Advances And Employing Consultants In Connection Therewith, " wherein it expressed its desire to undertake proceedings pursuant to the Mello-Roos Community Facilities Act of 1982 , as amended (the "ACT" ) , to form a community facilities district ; and the City Council of the City of Huntington Beach now intends to commence formal proceedings under and pursuant to the ACT to form a community facilities district as provided below; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH DOES HEREBY RESOLVE AS FOLLOWS : 1 . The City Council proposes to conduct proceedings to establish a community facilities district pursuant to the ACT. 2 . The name proposed for the community facilities district is community facilities District No . 1990-1 (Goldenwest/Ellis Area) (the "DISTRICT" ) . 7 3 . The proposed boundaries of the DISTRICT are as shown on the I map of :the DISTRICT on file with the City Clerk, which boundaries are hereby preliminarily approved and to which map reference is hereby made for further particulars . The City Clerk is hereby -1- directed to record , or cause to be recorded, said map of the ' boundaries of the DISTRICT in the office of the County Recorder j within fifteen days of the date of adoption of this Resolution . 4 . The type of public facilities and services proposed to be financed by the DISTRICT and pursuant to the ACT shall consist of those items listed as facilities on Exhibit "A" hereto and by this reference incorporated herein (the "FACILITIES" ) , and those items listed as services on Exhibit "A" (the "SERVICES" ) , respectively . 5 . Except to the extent that funds are otherwise available to the DISTRICT to pay for the FACILITIES , the SERVICES and/or the principal and interest as it becomes due on bonds of the DISTRICT issued to finance the FACILITIES, a special tax sufficient to pay the cost thereof , secured by recordation of a continuing lien against all non-exempt real property in the DISTRICT, is intended to be levied annually within the DISTRICT, and collected in the same 1 manner as ordinary ad valorem property taxes . The proposed rate and method of apportionment of the special tax among the parcels of real property within the DISTRICT, in sufficient detail to allow each landowner within the proposed DISTRICT to estimate the maximum amount such owner will have to pay, are described in Exhibit "B" attached hereto and by this reference incorporated herein . 6 . It is the intention of the City Council acting as the legislative body for the DISTRICT to cause bonds of the City to be issued for the DISTRICT pursuant to the ACT to finance in whole or in part the acquisition of the FACILITIES . Said bonds shall be in the aggregate principal amount of not to exceed $3 , 500 , 000 . 00 , shall i -� bear interest payable semi-annually or in such other manner as the City Council shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time -2- of sale of such bonds , and shall mature not to exceed 40 years from the date of the issuance thereof . j 7 . The levy of said proposed special tax shall be subject to the approval of the qualified electors of the DISTRICT at a special election . The proposed voting procedure shall be by mailed or hand-delivered ballot among the landowners in said proposed DISTRICT, with each owner having one vote for each acre or portion of an acre such owner owns in the DISTRICT. 8 . Except as may otherwise be provided by law, all lands owned by any public entity, including the United States , the State of California and/or the City, or any departments or political subdivisions thereof , shall be omitted from the levy of the special tax to be made to cover the costs and expenses of the FACILITIES . In the event that a portion of the property within the DISTRICT 4 shall become for any reason exempt , wholly or in part , from the levy S of the special tax described in Exhibit "B, " the City Council will , on behalf of the DISTRICT, increase the levy to the extent necessary upon the remaining property within the DISTRICT which is not exempt in order to yield the required debt service payments and other annual expenses of the DISTRICT, if any, subject to any maximum special tax that may be levied . 9 . The Director of Public Works of the City, as the officer having charge and control of the FACILITIES and the SERVICES in and for the DISTRICT, or his designee, is hereby directed to study said proposed FACILITIES and SERVICES and to make, or cause to be made, and file with the City Clerk a report in writing , presenting the i following : (a) A description of the FACILITIES and SERVICES by type which will be required to adequately meet the needs of the DISTRICT . -3- 614 (b) An estimate of the fair and reasonable cost of financing the FACILITIES and providing the Service, including the I cost of acquisition of lands , rights-of-way and easements , any physical FACILITIES required in .conjunction therewith and incidental expenses in connection with said financing , including the costs of the proposed bond financing and all other related costs as provided in Section 53345 . 3 of the ACT. . Said report shall be made a part of the record of the public hearing provided for below. . 10 . The City Council , as legislative body for the DISTRICT, will conduct a public hearing on the establishment of the DISTRICT and consider and finally determine whether the public interest , convenience and necessity require the formation of the DISTRICT and the levy of said special tax . Said public hearing shall be held on 7 Monday, June 18 , 1990 , at 7 : 30 p .m. , in the City Council Chambers , . i City Hall , 2000 Main Street , Huntington Beach, California . -4- 6142 11 . The City Clerk is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper published in the area of the DISTRICT. The publication of said notice shall be completed at least seven days before the date herein set for said hearing . Said notice shall be substantially- in the form of Exhibit "C" hereto . PASSED AND ADOPTED by the City Council of the City of Huntington Beach, California , at a regular meeting thereof held on the J_th day of May 1990 . Mayor ATTEST: APPROVED AS TO FORM: City Clerk Ci y Attorney REVIEWED AND APPROVED : INITIATED AND/,-,APPROVED : - rk City Administrator Director 'of J Admini 'trati e Services ; I i -5- EXHIBIT "A" DESCRIPTION OF FACILITIES TO BE FINANCED I BY THE DISTRICT COMMUNITY FACILITIES DISTRICT NO . 1990-1 (GOLDENWEST/ELLIS AREA) FACILITIES TO BE FINANCED Improvements to Ellis Avenue in the vicinity of the DISTRICT, including road improvements , curb, gutter, sidewalk, storm drain and signal improvements , striping and related improvements . Improvements to Goldenwest Avenue in the vicinity of the DISTRICT, including road improvements , curb, gutter, sidewalk, storm drain and signal improvements , striping and related improvements . Improvements to Qua.rterhorse Lane in the vicinity of the DISTRICT, including road improvements , curb, gutter , sidewalk, storm drain and signal improvements , striping and related improvements . Improvements to Saddleback Lane in the vicinity of the DISTRICT, including road improvements , curb, gutter , sidewalk, storm drain and signal improvements , ' striping and related improvements . 1 Improvements to Edwards Street in the vicinity of the DISTRICT, including road improvements , curb, gutter, sidewalk, storm drain and signal improvements , striping and related improvements . Water and sewer system improvements along Ellis Avenue, Quarterhorse Lane and Saddleback Lane in the vicinity of the DISTRICT, including related improvements , Undergrounding of utilities along one or more of the foregoing streets in the vicinity of the DISTRICT, including any related work. Fire station improvements , including construction and related costs . Acquisition of emergency vehicle traffic interruption devices . SERVICES TO BE PROVIDED Police and Fire protection SERVICES, Paramedic SERVICES , in each case in addition to those currently provided in the DISTRICT . OTHER Costs of engineering , design, planning and coordination related to the above-listed FACILITIES . Bond related expenses , including underwriters discount , reserve fund, capitalized interest , bond counsel and all other incidental expenses . Administrative fees of the City and the Bond trustee or fiscal agent related to the DISTRICT and the Bonds . -6- 614? EXHIBIT "B" PROPOSED RATE METHOD OF APPORTIONMENT OF SPECIAL TAX INCLUDING ESTIMATED MAXIMUM ANNUAL AMOUNT OF SPECIAL TAX COMMUNITY FACILITIES DISTRICT NO . 1990-1 (GOLDENWEST/ELLIS AREA) t -7- 6142 EXIMBIT B Prepared by: Rod Gunn Associates, Inc. As of 04/25/90 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1.990-1 (Golden West/Ellis Area) Rate and Method of Apportionment of Special rl'ax The Special 'fax is to be levied by the I�inance Director of the City on behalf of the District each 1'iscal Year on all parcels within the DlstricL in an amount equal to the maximum Special Tax, less Lilly Services Credit, as such terms are defined below. On March 1 of each year all taxable Parcels within the District shall be categorized by the Finance Director either as Developed Parcels or t;ndeveloped Parcels, and shall he subject to a Special Tax in accordance with the Rate and Method of Apportionment specified below. Undeveloped Parcels A Special Tax shall he levied on each Undeveloped Parcel as follows: ('Taxable Sq. FL. of Parcel X Maximum) - Services = Special -:� ('Taxable Sq. FL. of DisLricL Special Tax) Credit Tax .:J Developed Parcels A Special Tax shall he levied on each Developed Parcel as follows: 1 ) (�'Iaximum - 'rotalSpecialTax levied X Total \umber00 - Services = Special (Special Tax on Undeveloped Parcels Developed Parcels) Credit Tax Definitions Act means the Melto-Roos Community Facilities Act of 1982, as amended. The Bonds means the City of Huntington Beach Community Facilities District No. 1990-1 (Golden West/Ellis Area) 1990 Special 'Fax Bonds, and any other bonds of the District payable from the Special Tax. The City means the City of 1-lurntington Beach,California. - Developed Parcel (1) is any Parcel that is within the boundaries of the District based on the latest available equalized rolls of the County of Orange as of March 1 of the applicable year which is not exempt from the Special'Fax pursuant to Section 53311, et seq. of the California Government Code, (2) RGA 6142 EXIHIBIT B is not greater.than 50,000 square feet in total square footage and (3) with respect to which a building permit for a single family dwelling has been issued as of March t of the current year. The District is Community facilities District No. 1990-1 (Golden West/Ellis Area) of the City of Huntington Beach, California. Fiscal Agent means the fiscal agent for the Bonds, appointed under the Fiscal Agent Agreement. Fiscal Agent Agreement means the agreement by that name approved by the Resolution of Issuance. Fiscal Year means the period starting on Jule l and ending the followingJtme 30. Maximum Special Tax is an zunount for an.- Fiscal Year determined by reference to Attachment I hereto. Resolution of Issuance is any Resolution adopted by the City Council of the City authorizing the issuance of Bonds. Services Credit is an amount equal to an}- proceeds of the Special Tax Levied within the District which has been allocated by the City to the pa. nient of police and fire protection services and/or paramedic services authorised under the Act which have not been expended for such purpose by the last day of the prior Fiscal Year. Special Tax is any tax authorized by Section 53340 of the California Government Code adopted by Ordinance of the City and levied Within the District. Taxable Square Footage of Parcels is all of the area within any Parcel within the District which is not exempt from the Special Tax pUrsuatit to Section 5331 1, et. seq. of the California Government Code. Total Taxable Square Footage of the District means the aggregate Taxable Square footage for all Parcels within the District. Undeveloped Parcel is any Parcel within the boundaries of the District (based on the latest equalized rolls of the County of Orange as of March 1 of each year) which is not a Developed Parcel, and is not exempt from the Special'Tax under the provisions of the Act. .I . R G A • 2 6142 EXIHIBIT B CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 90-1 ATTACHMENT I Fiscal Year Maximum End June 30 Special Tax 1991 320,000 1992 326,400 1993 332,928 1994 339,587 1995 346,378 1996 353,306 1997 360,372 1998 367,579 1999 374,931 2000 382,430 2001 390,078 2002 397,880 2003 405,837 2004 413,954 2005 422,233 2006 430,678 2007 439,291 2008 448,077 2009 457,039 2010 466,180 2011 475,503 2012 485,013 2013 494,713 2014 504,608 2015 514,700 2016 524,994 2017 535,494 2018 546,204 2019 557,128 2020 568,270 2021. 300,000 2022 and Previous Fiscal Year Thereafter Increased by 2% . j 6142 EXHIBIT "C" NOTICE OF PUBLIC HEARING CITY OF HUNTINGTON BEACH Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) Notice is hereby given that on May 7 , 1990 , the City Council of the City of Huntington Beach adopted a Resolution entitled "A Resolution Of Intention to Establish A Community Facilities District And To Authorize The Levy Of Special Taxes Pursuant To The Mello-Roos Community Facilities Act Of 1982 . " Pursuant to the Mello-Roos Community Facilities Act of 1982 (the "ACT" ) the City Council hereby gives notice as follows : A . The text of said Resolution of Intention is as follows : WHEREAS, the City Council of the City of Huntington 1 Beach has adopted a resolution entitled "A Resolution Of The City Council Of The City Of Huntington Beach Acknowledging Receipt Of Petition For Establishment Of Community Facilities District , Directing Initiation Of Proceedings Under The Mello-Roos Community Facilities Act Of 1982 , And Approving An Agreement Regarding Advances And Employing Consultants In Connection Therewith, " wherein it expressed its desire to undertake proceedings pursuant to the Mello-Roos Community Facilities Act of 1982 , as amended ( the "ACT" ) , to form a community facilities district ; and the City Council of the City of Huntington Beach now intends to commence formal proceedings under and pursuant to the ACT to form a community facilities district as provided below, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH DOES HEREBY RESOLVE AS FOLLOWS : -8- r,1 ^1 1 . The City Council proposes to conduct proceedings to establish a community facilities district pursuant to the ACT. 2 . The name proposed for the community facilities district is community facilities District No . 1990-1 (Goldenwest/Ellis Area) (the "DISTRICT" ) . 3 . The proposed boundaries of the DISTRICT are as shown on the map of the DISTRICT on file with the City Clerk, which boundaries are hereby preliminarily approved and to which map reference is hereby made for further particulars . The City Clerk is hereby directed to record, or cause to be recorded , said map of the boundaries of the DISTRICT in the office of the County Recorder within fifteen days of the date of adoption of this Resolution . 4 . The type of public facilities and services proposed to be financed by the DISTRICT and pursuant to the ACT shall consist of those items listed as facilities on Exhibit "A" hereto and by this reference incorporated herein (the "FACILITIES" ) , and those items listed as services on Exhibit "A" (the "SERVICES" ) , respectively. 5 . Except to the extent that funds are otherwise available to the DISTRICT to pay for the FACILITIES, the SERVICES and/or the principal and interest as it becomes due on bonds of the DISTRICT issued to finance the FACILITIES , a special tax sufficient to pay the cost thereof , secured by recordation of a continuing lien against all non-exempt real property in the DISTRICT, is intended to be levied annually within the DISTRICT, and collected in the same manner as ordinary ad valorem property taxes . The proposed rate and method of apportionment of the special tax among the parcels of -9- 6142 real property within the DISTRICT, in sufficient detail to allow each landowner within the proposed DISTRICT to estimate the maximum amount such owner will have to pay, are described in Exhibit "B" attached hereto and by this reference incorporated herein . 6 . It is the intention of the City Council acting as the legislative body for the DISTRICT to cause bonds of the City to be issued for the DISTRICT pursuant to the ACT to finance in whole or in part the acquisition of the FACILITIES . Said bonds shall be in the aggregate principal amount of not to exceed $3 , 500 , 000 . 00 , shall bear interest payable semi-annually or in such other manner as the City Council shall determine , at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds , and shall mature not to exceed 40 years from the date of the issuance _J thereof . 7 . The levy of said proposed special tax shall be subject to the approval of the qualified electors of the DISTRICT at a special election . The proposed voting procedure shall be by mailed or hand-delivered ballot among the landowners in said proposed DISTRICT, with each owner having one vote for each acre or portion of an acre such owner owns in the DISTRICT. B . Except as may otherwise be provided by law, all lands owned by any public entity, including the United States , the State of California and/or the City, or any departments or political subdivisions thereof, shall be omitted from the levy of the special tax to be made to cover the costs and expenses of the FACILITIES . In the event that a portion of the property within the DISTRICT shall become for any reason exempt , wholly -10- 614 2 or in part , from the levy of the special tax described in Exhibit"B, " the City Council will , on behalf of the DISTRICT, increase the levy to the extent necessary upon the remaining property within the DISTRICT which is not exempt in order to yield the required debt service payments and other annual expenses of the DISTRICT, if any, subject to any maximum special tax that may be levied . 9 . The Director of Public Works of the City, as the officer having charge and control of the FACILITIES and the SERVICES in and for the DISTRICT, or his designee , is hereby directed to study said proposed FACILITIES and SERVICES and: to make , or cause to be made , and file with the City Clerk a report in writing , presenting the following : ( a) A description of the FACILITIES and SERVICES by type which will be required to adequately meet the needs of the DISTRICT . (b) An estimate of the fair and reasonable cost of financing the FACILITIES and providing the Service, including the cost of acquisition of lands , rights-of-way and easements , any physical FACILITIES required in conjunction therewith and incidental expenses in connection with said financing , including the costs of the proposed bond financing and all other related costs as provided in Section 53345 . 3 of the ACT . Said report shall be made a part of the record of the public hearing provided for below . 10 . The City Council , as legislative body for the DISTRICT, will conduct a public hearing on the establishment of the DISTRICT and consider and finally determine whether the public interest , convenience and necessity require the formation -11- 6]_42 of the DISTRICT and the levy of said special tax. Said public hearing shall be held on Monday, June 18 , 1990 , at 7 :00 p .m. , in the City Council Chambers , City Hall , 2000 Main Street , Huntington Beach, California . 11 . The City Clerk is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper published in the area of the DISTRICT . The publication of said notice shall be completed at least seven days before the date herein set for said hearing . Said notice shall be substantially in the form of Exhibit "C" hereto . B . The time and place established under said Resolution for the public hearing required under the ACT are Monday, June 18 , 1990 , at 7 :00 p .m. , in the City Council Chambers , City Hall , 2000 Main _.._� Street , Huntington Beach, California . C. At said hearing , the testimony of all interested persons or ..a taxpayers for or against the establishment of the DISTRICT, the extent of the DISTRICT or the furnishing of the specified types of FACILITIES will be heard . Any person interested may file a protest in writing as provided in Section 53323 of the ACT . If the owners of one-half or more of the area of land in the territory proposed to be included in the DISTRICT file written protests against the establishment of the DISTRICT and the protests are not withdrawn to reduce the value of the protests to less than a majority, the City Council shall take no further action to establish the DISTRICT for a period of one year from the date of said hearing , and if the majority protests of the landowners are only against the furnishing of a type or types of FACILITIES within the DISTRICT, or against levying a specified special tax, those types of FACILITIES or the specific special tax will be eliminated from the proceedings to form -12- 6142 the DISTRICT . D. The proposed voting procedure shall be by special mail or hand-delivered ballot to the property owners within the territory proposed to be included in the DISTRICT . Dated : MAY 9, 1990 City Clerk City of Huntington Beach -13- 6142 Res. No. 6142 STATE OF CALIFORNIA COUNTY OF ORANGE ss : CITY OF HUNTINGTON BEACH ) I , CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the 7TH day of MAY 19 90 by the following vote: j AYES: Councilmembers: MacAllister, winchell, Green, Mays, Bannister, Silva, Erskine NOES: Councilmembers: None ABSENT: Councilmembers: None City Clerk and ex-o er of the City Council of the City of Huntington Beach, California The foregoing instrument is a correc?. cosy of the original on file in this office. Att,st Avg j a19�l� CON(ylE BLQCKWAY _� Ciiy Cler;and I.? f€$-1110,Clerk of the City Councii of Clty of Huntington Beach, Ca I. B GePuU PUBLIC NOTICE I PUBLIC NOTICE I PUBLIC NOTICE! PUBLIC'NOTICE NOTICE OF PUBLIC HEARING ° z'- NOTICE 1 PUBLIC HEARING - ' ' CITY OF (Y CITY OF NUNTINGTON BEACH I HUNTINGTON BEACH l " . Community Facilities District (Community No.1890 1 I Facilitiesy//� !� (Goldenweet/Ellle Area) Oletrleb -No.1990.1 ✓ .. .. 4 Notice is hereby given that on May 7,.1990,the City Council of•the City of I (Goldenweet/Ellis > 90 _ Huntington Beach adopted Resolution No.6142 entitled"A'Resolution Of -.Area) / i - Intention To Establish A Community Facilities District And to Authorize'The'I Notice It;hereby given that / L'evyOf Special Taxes Pursuant To The Mello-Roos Community Facilities Act ( on May.7, t990, me Clty >y Council Of the City of Hunt- .... - . Of;1982."Pursuant to the Mello-Roos Community Facilities Act of.1982(The - "ACT")the City Council hereby gives notice as follows:'. i !ngton Beach adopted Res-, olubon No.6143 entitled - r: - - Resolution of Intention Tol •-7� ^ A.The text of said Resolution of Intention Is as follows: - Incur Bonded Indebtednessf `/''CC e, 7 of the Proposed-Communityl - - !',WHEREAS,The City Council of the City of Huntington Beach has adopted'. Facllities'D strict No._1990-1' A-'resolution entitled 'A Resolution Of The City Council Of-The City Of (Goldenwest/Eels-rArea)l - Huntington Beach Acknowledging Receipt Of Petition For Establishment Of - Pursuant ty The Mello-Roos' CommunityOil Facilities District,Directing Initiation Of Proceedln s Under The Community Pursuant Act he• 9 9 Mello- Pursuant it the Mello-Roos Community Facilities Act Of 1982,And Approving An Agreement Mello-Roos Community Fa-: - Regarding Advances'And Employing Consultants In.Connection-Therewith," cilities,Act of 1982 (the. wherein It expressed Its desire to undertake.proceedings'pursuantao.the" "ACT;) the.City.Council) Mello-Roos Community Facilities Act of 1982,as ameoded,(the"ACT");to' hereby give?notice as Iol- form a community facilities district; and the.City.Council ot,:;lhe;Clty- ,lows: " Huntington Beach now Intends to commence forrgal proceedings,under:and A.The text of said Resol-; .. pursuant to the ACT to forma communityfacilitleadistrict as provided below. ,ution Is as follows:-':.: - - ,P WHEREAS,the City Coun- cil of the City of Huntingloni • NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF HUNTINGTOW Beach has this date adopted) BEACH DOES HEREBY.RESOLVE AS FOLLOWS:'. :rr:t :'• jfts-'Resolution•entitled "AI '. ' !Resolution;of'Intention to - - "l. The Cit '.Council proposes to.conduct proceedings tO;establlsh'a- Esta6llsh a',.Om munity Fe- communl faeilllles dlstrlet ursuant to the ACT.> :��. -i, .. .. camas-Dlstrlct end 70 . ty P "� .'Authorize tthe'Levy of The name proposed for the`coinmunity facilities'di community Speelal'Texes Pursuant,to facilities District No.1990-1(Goldenwest/Ellis Area)(the"Dlstrlct ) toe Mello-Roos Communityn•:3.The proposed,boundaries of thiiMISTRICT'ara as own on the.map•of Fecniaea'Ad o[t982;'stet-: the DISTRICT.on file wlth'thei.Clty Clerk,`wliich:'boundar(es_are:hereby ' Ing'Its intention to forma; _ -preliminarily approved and towhich map reference Is hereby made for further community facilities district' 'p'articulars. The City Clerk.ls hereby directed to record,'or cause to.be. pursuant to the Mello-Roos ,recorded,said map of the boundaries of the DISTRICT In the offlce.of the t Community Facilities Act of 1982,.as-,emended'.(the - --County within fifteen days of the date of adoption of.this Resolution. :'ACT"),Chapter 2.5 of Part ,i•4.The type of public facilties.and services proposed to-tie financed by.the I :1 of Division 2.of,Title 5-of ,. DISTRICT and pursuant to the ACT shall consist of those Items listed as i the Celllornla'Government ' faciltles on Exhibit"A"hereto and by this reference.incorporated herein(the ' ICode; for'the.-purpose of. "FACILITIES"),*and those Items listed as services on Exhibit "A" (The J Ilnancing the.'scqulsltlon andhor construction of cer- rrSERVICES"),respectively. nu - Italn-public improvements' , r5.Except to the extent that are otherwise available to the DISTRICT � (the::'FACILITIES"),end; - to pay for the FACILITIES,the SERVICES end/or the principal and interest as providing certain.services,: •.itbecomes due.on bonds of the DISTRICT Issued to finance the FACILITIES; j as further provided In said! - ' a-speelal'tax sufficient topay the cost thereof,secured by recordation of a I Resolution;and. i continuing lien against all non-exempt'real:property In the-DISTRICT,''is ; The City Council=esa-I intended to be levied annually within the DISTRICT;and collected In the same mated the amount required; Manner as ordinary ad valorem property tides.:The!proposed',rate•and.. for the anancing!of-the.ac-I Method-of apportionment'-of the spedahtex:;emong the-pareels".otreal qulsttion5,and/or construe-- 1' tion of the FACILITIES.to.be •pTperty'withln:the'DISTRICT,in sufficient detail to-allow;each landowner the-sum'-of $2.500,000.0o; - - yv hln the proposed DISTRICT to estimate the.maxlmum amount suoh owner and will have to pay,are described In Exhibit B -attached-hereto'and:by this I •'In.order•to.finance said reference incorporated herein.;- '-.: .. i :?>-._'(• FACILITIES it is necessary to. _ ' ' '• Incur bonded Indabiedness = -' an'-6:It Is the Intention of the Clty Council acting as the legislative body for the `DISTRICT to cause bonds of the City to be Issued for the DISTRICT pursuant 1 n I h e' a m o u n-t'- o f - w•y�t he,-AC-Tr to-finance-in•Whole,or In,part,the;aCqulSttl00 Ofslhe FACILIII 53.500.000.00. r.NOW;vTHEREFORE 'LM6 $�d bonds shall.be.in the "aggregate princlpal amot)nt-ot=not to-,6ic-ied; CITY-S•COUNCIL.:OF'%THE .$3,500,000.00,shall bear Interest payable semkannually'or-in such Other CITY;'OF-HUNTINGTON .'manner as the City Council shall determine, at a,rate not to'exteed`the BEACH' HEREBY RE- maximum rate of Interest as may be authorized by applicable law at the time 1SOLVES'AS FOLLOWS: of sale of such bonds,and shall mature not to exceed 40 ears from the date- 1.it is necessary to incur ,. y - of bonded indebtedness within ' 't•'I the issuance thereat. - the..boundaries.of the 7.The levy of said proposed special tax shalll b be subject to o t the approval of, proposed Community Faclll- `t�ie qualified electors of the DISTRICT at a special election:The proposed ties District No.. 1990.1 voting procedure shall be by mailed or'hand-delivered.ballot among.the ' (Goldenwest/Ellis Area)(the "" --' landowners In said proposed DISTRICT,with each owner having one vote.loi !'DISTRICT")in the amount --each acre or portion of an acre such owner owns In the DISTRICT. ; of$3,500.000.00 to finance 8:Except as may otherwise.be provided by law,'all lands owned by any ; the costs of the FACILITIES_ pubic entity,Including the United States,the State of California and/oc.lhe: 2.The bonded Intlebted ness is proposed to be in- Clty,the any departments or political subdivisions thereof,shall lie omitted fiom the levy of the special tax to be made to cover the costs and expenses curred,lor-the.purpose.Ie:of --% financing thecoste of, - of the'FACILITIES. In the event that a-portloil.of`the property wlthln.the FACILITIES, Including ac- '•DISTRICT shall become for any reason exempt,wholly or Idpart,from•the quisitlon and Improvements. W. .levy of the special tax described In Exhibit"B,"the City Council will,on behalf costs and all costs Incidental to or connected with the ac- of the-DISTRICT, Increase'the•levy to the extent necessary"upon the remaining property within the DISTRICT which is not exemptIn order to'yleld - comptlshment he .seta - r` "•the required debt'service payments and other-annual expenses of the'' purposes and of the ned by SeIngction thereof,as permitted by DIISTRICT,If any,subject to any maximum special tax that maybe levied.: Section 53345.3 of ACT. - - ,t 9.The Director of Public Works of the City,as the officer having charge and , 3.The City Council,acting -:control of the FACILITIES and the SERVICES In and for-the DISTRICT,Or his as legislative body for the •designee, Is hereby directed to study said proposed FACILITIES and DISTRICT Intends' to z /7 SERVICES and to make,or cause to be made,and file with the City Clerk a authorize the issuance.-and -report In writing,presenting the following: - sale of. bonds m the maxi- _ •-'all;;;y;:.,i c•,.r--a-� - ' :::1(a)A description of the FACILITIES and SERVICES by type which will be -mum aggregate principal --- amount of not to'exeeetl required to adequately meet the needs of the DISTRICT. $3.500.000.00, bearing - ' (b)An estimate of the fair and reasonable cost of financing the FACILITIES Interest payable semi-an- • .and providing the Service,Including the cost of acquisition of lands,rights-of- nually or in such other man- way way and easements, any physical FACILITIES required In-conJunctlon nor as this City Council shall determine,at a rate not to -- - - therewith and Incidental expenses In connection with said financing,Indud-, ... .: - 'Irig the costs of the proposed bond financing and all other related costs as exceed the maximum rate of 'provided In Section 53345.3 of the ACT. interest as may .be - �;.;Said report shall be made a pert of the record of the public hearing at thelttime of sale of1esuch ��.•I.'`' .. " provlded for below. • bonds,and maturing not to 10.The City Council,as legislative body for the DISTRICT,will conduct a exceed'40 years'from the _ - •-public hearing on the establishment Of the DISTRICT and consider and finally date of the issuance of said `' - Aetermine whether the public Interest,convenience and necessity require the bonds.. .formation of the DISTRICT and the levy of said special.tax.;Said'-public C'The City Council,.aslegisla :. hearing shall be held on Monday,June 18, 1990,at 7:00 p.m.,,ln the City TRICT,Ne ti on for the DIS- Tearin will conduct a public _ Council Chambers,City Hall,2000 Main Street,Huntington Beach,California.. nearing on the proposed s ;.;.:- 11.The City Clerk is hereby directed to'cause notice of said public hearing debt Issue and consider.and. ..to be given by publication one time In a newspaper publishd In the area of the finally determine whether: DISTRICT.The publication of said notice shall.be complete_d'at least seven the.•publlc interest, covee-I days before the date herein set for said-hearing.,Said notice shall be i nlence and r eeesslty require •csubstantlally in the form of Exhibit"C",hereto. ,,.'-• - the Issuance of bonds of the "`'" .City for the DISTRICT.ZSaid B.The time and place established under said Resolution for the public public hearlrgahell lie heard `hbaring required under the ACT are Monday;June 18,1990 at.7:00 p.m.,In r' '-==•'" . ;,Ace CIty Council Chambers,City Hall,2000 Main Street,Huntington Beach, loll Monday.June 1B 19g0;? California. - tat 7:00 p.m.. In.the City. C..At said hearing,the testimony of all interested persons or taxpayers for Council Chambers,City Hall, 2000'Main Street, Hunt- _.... r against the tabllshme T_"1 o g• e establishment of the DIS RICT,'the extent of the DISTRICT or :e the furnishin of the specified ington.e City California.. g p types of FACILITIES will be heard.Any person 5.The City Clark Js nereby _ '"Interested may file a protest In writing as provided In Section 53323of the directed to cause-notice of, 'ACT.If the owners of one-half or more of the-area of land In the territory said public'nearing to be. - - ;r proposed to be Included.in the DISTRICT file written protests against the given by publication one establishment of the DISTRICT and the protests are not withdrawn to reduce bide In any newspaper of the value of the protests to less than a majority,the City Council shall take no circugeneral. clrculatlon• - TRIO . T within the DIS-' •:��IurtheractlontoestablishtheDISTRICTforaperlodofoneyearfromthedate TRtcT. The'publlcation of, :a of said hearing,and if the majority protests of the landowners are only against said notice shall be CUM - ' ;•the-furnishing ot.a type or types of FACILITIES within the DISTRICT;or Pletedetleastseven(7)days,-.- — 'agalnst levying a specified special tax, those types of FACILITIES or the before the date herein set specific special tax will be eliminated from the proceedings-to form the for said public nearing Said , DISTRICT. I notice shell substantially m the form OI Exhl1fl"A here-D. The proposed voting procedure shall be by special mail or hand - - .:to. " ' --'Id furegollig If slruinent IS a-- Correct. cop: delivered ballot to the property owners within the territory proposed to be r - B.The hearing referred to. - Included In the DISTRICT. ! ':In tne.aforesald Resolution Ishall the nma and l,f the original on file in this office Dated:MAY 9,1990 - - (. -- I place specified In said Res- -`ot t onn. - Connie Brockway,City Clerk,City of Huntington Beach i t that time and place hest .. .. any person interested,-in- Published Orange Coast Daily Pilot May 17,1990 th40:j: I prodpert In the area Of the - -- --- y ar . _ 'Proposed community facill-i. �JNNIE' 1JleKY4QV _ 'ties district; will be heard upon'the proposed debt ..:. .-o Issue. Dated:May 9,1990 ' ity Clerk and Ex officio:Clerk:"of sire.„Cit Connie Brockway, Clty - - - ;.::' ieseeh City of N"nfinalpn ouncil of Ci 0-:q ntifigton.;Beach, Cal : - y ilo Y — Published Orange Coast - _ Dail P' t may 17 1990 �• : i Th404 ` �yDQut 30012-06 - JHHW:PJT:GFB 08/06/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWESVELLIS AREA) 1990 SPECIAL TAX . BONDS CERTIFICATE REGARDING REPORT The undersigned hereby states and certifies: (i) that she is the duly elected or appointed, qualified and acting City Clerk of the City of Huntington Beach, .a chartered city and municipal corporation duly organized and existing under the laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that attached hereto is a true and correct copy of the Community Facilities District .Report, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), dated June 7, 1990 (the "Report"), which Report has not been modified, amended, supplemented, rescinded or repealed and remains in full force and effect as of the date hereof, said date being the delivery date of bonds designated "City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area); 1990 Special Tax Bonds", in the aggregate principal amount of $2,400,000, dated August 1, 1990. Dated: August 9, 1990 CITY OF HUNTINGTON BEACH, for and on behalf of COMMUNITY FACILITIES, DISTRICT NO. 1990-1 (GOLD ENWEST/ELLIS AREA) By City Clerk f EXHIBIT B As of 06/07/90 "REPORT" Pursuant to the provisions of Section 53321.5 of the Government Code and Resolution No. 6142 of the City of Huntington Beach Adopted May 7, 1990 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 _ (Goldenwest/Ellis Area) SPECIAL TAX BONDS 1990 SERIES A HUNTINGTON BEACH, CALIFORNIA JUNE 7, 1990 SUBMITTED BY: DIRECTOR OF PUBLIC WORKS Prepared On Behalf of the Director of Public Works by ROD GUNN ASSOCIATES, INC. 3010 Old Ranch Parkway Suite 330 Seal Beach, CA 90740 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT No. 1990-1 (Goldenwest/Ellis Area) Table of Contents Page Submittal Sheet iii Part I General Description of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1 Part II General Description of the Public Improvements to be Constructed or Acquired 3 Part III Estimate of the Costs to Construct the Public Facilities 5 Part IV Rate and Method of Apportionment of the Special Tax 8 Part V Estimated Costs of Administering the District 11 Part VI Estimated Funds Available for Community Services 12 Debt Service Schedules Appendix A ii To: City Council, City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Subject: City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), `Report" Pursuant to the Provisions of Section 53321.5 of the Government Code and Resolution No. 6142 of the City of Huntington Beach Pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (the "Act"), being Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing with Section 53311 of the Government Code of the State of California, and in accordance with the Resolution of Intention to establish a Community Facilities District and to authorize the levy of a Special Tax being Resolution No. 6142 (the "Resolution"), adopted on May 7, 1990 by the City Council of the City of Huntington Beach,State of California, in connection with the proceedings for CITY OF HU NTINGTON BEACH COMMUNITY FACILITIES DISTRICT No. 1990-1 (Goldenwest/Ellis Area) (hereinafter referred to as the "District"), the undersigned submits herewith the Report for the District. Dated this day of June, 1990. DIRECTOR 0"NGTOiNBEACH CITY OF HU c 1 By: Louis F. andoval (o ltr G1 0 iii CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) "REPORT" PART GENERAL DESCRIPTION Information in this section regarding the District, the Developer, and the proposed Development is included because it is considered relevant to the drafting and evaluation of the Rate and Method of Apportionment of the Special Tax. Although substantial planning and engineering have been,completed for properties within the District, no assurance can be given as to the extent of such development and if and when the proposed Development will be completed. Furthermore, the following information regarding the the proposed Development was provided by the Developer and neither the City nor the Financing Consultant/Special Tax Consultant have independently verified the accuracy of such information. COMMUNITY FACILITIES DISTRICT NO. 1990-1 General Location The District consists of three (3) noncontiguous areas within the City of Huntington Beach, California generally located south of Ellis Avenue between Edwards Street and Goldenwest Street. The three areas are in the process of being subdivided and developed for single family homes by a single developer, The Dahl Company. Tract maps have been filed for the entire area in the District. These include Tracts 13269, 13270 and Tentative Tracts 14035, 13714, 13439, 14109 and 90-182. The property within the District is currently under seven (7) separate ownerships. The Developer anticipates acquiring all the property in the District. The legal description and boundary map for the District, preliminarily approved and designated in the Resolution, is on file with the City Clerk of the City of Huntington Beach. Property Owners within the District 1. Central Park #8, A California Limited Partnership, David D. Dahl,General Partner, 505 Park Avenue, Balboa Island, CA 92662. 2. Central Park #12, A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue,Balboa Island, CA 92662. 3. Central Park #15, A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue, Balboa Island, CA 92662. 4. Southwest Diversified, A California General Partnership, William D. Foote, President, 18400 Von Karman,Suite 400,Irvine,CA 92715 5. Emil Walter Plegel and Ruby Lucille Plegel, Trustees, 7071 Thomas Street, Buena Park, CA 90621. 6. Audrey DeNubila Panabaker, Virginia May Denubila, 11728 Chaparal Street, Los Angeles, CA 90049. 7. William Landis, 1901 Avenue of the Stars, Suite 1060, Los Angeles,CA 90067. 1 Developer The Dahl Company, 505 Park Avenue,Balboa Island, CA 92662. Proposed Development within the District The area within the District consists of 36 acres and has been approved by the City for the development of 113 single family detached homes. The Developer currently has 26 homes under construction. The Developer currently anticipates the selling price of the homes to be as follows: No. of Lots Selling Price 18 $ 678,199 12 746,595 27 772,888 14 761,968 12 843,503 30 824,150 113 $87,548,786 Average Value: $774,768 Valuation of Property within the District The property within the District has not been independently appraised. The full cash value established by the Orange County Appraiser or the latest sales price, whichever is the higher is as follows: Assessor's Parcel No. Full Cash Value Sales Price As of 110-186-15 $ $ 25,000 09/89 591-391-01 1,729,920 05/88 591-391-02 833,000 02/89 591-391-03 68,990 02/89 591-391-04 69,619 02/89 110-200-04 3,000,000 10/89 110-200-05 3,000,000 10/89 110-200-10 19,256 10/89 110-200-11 41,131 10/89 110-200-15 6,500,000 08/89 110-200-16 6,500,000 08/89 110-200-23 3,000,000 10/89 110-210-01 92,491 02/77 110-210-02 300,000 10/88 110-210-04 27,540 01/88 TOTAL $25,206,947 The ratio of the Assessor's full cash value to the proposed principal amount of Bonds is 10.61 to 1. Maximum Annual Special Tax The proposed maximum annual Special Tax within the District is $264,000 in fiscal year 1990/91 and increases 102% of the maximum annual Special Tax in the prior fiscal year each fiscal year thereafter. It is proposed that the Special Tax be paid equally by each of the 113 homes. For the 1990/91 fiscal year, the maximum Special Tax would equate to $2,336.28 per home. Based upon the average home value,the total tax rate would be 1.40724 including the Special Tax rate of.30155. Amount of Bonded Indebtedness The proposed maximum bonded indebtedness is$2,500,000. 2 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) "REPORT" PART II GENERAL DESCRIPTION OF THE PUBLIC IMPROVEMENTS TO BE CONSTRUCTED OR ACQUIRED A Community Facilities District may, pursuant to State law, provide for the purchase, construction, expansion or rehabilitation of any real or tangible property with an estimated useful life of five (5) years or longer. The public facilities proposed to be financed need not be physically located within the proposed community facilities district. In addition, the developer may finance the incidental costs as defined in the Act and the Resolution and the costs of issuance of the Bonds. The Resolution authorizes the District to construct or acquire the following public improvements. 1. Improvements to Ellis Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 2. Improvements to Goldenwest Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 3. Improvements to Quarterhorse Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 4. Improvements to Saddleback Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 5. Improvements to Edwards Street in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 6. Water and sewer system improvements along Ellis Avenue, Quarterhorse Lane and Saddleback Lane in the vicinity of the District, including related improvements. 7. Undergrounding of utilities along one or more of the foregoing streets in the vicinity of the District, including any related work. 8. Fire station improvements, including construction and related costs. 9. Acquisition of emergency vehicle traffic interruption devices. 3 PROPOSED SERVICES TO BE FINANCED BY THE COMMUNITY FACILITIES DISTRICT The Act provides that a Community Facilities District may finance certain specified services within the boundaries of the District. The Community Facilities District may only finance services that are in addition to services that were provided to the District prior to the District being created. Those additional services proposed to be financed in part by the District are as follows: 1. Police and Fire protection services, Paramedic services, in each case in addition to those currently provided in the District. INCIDENTIAL EXPENSES FINANCED BY THE COMMUNITY FACILITIES DISTRICT 1. Costs of engineering, design, planning and coordination related to the above-listed facilities. 2. Bond related expenses, including underwriter's discount, reserve fund, capitalized interest,bond counsel and all other incidental expenses. 3. Administrative fees of the City and the Bond trustee or fiscal agent related to the District and the Bonds. 4 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) "REPORT" PART III ESTIMATE OF THE COSTS'TO CONSTRUCT THE PUBLIC FACILITIES Pursuant to Section 53321.5 of the Act and the Resolution, the following section contains estimates of the costs to construct the public facilities and the. incidental costs associated with the issuance of the Bonds. Bonds are proposed to be issued based upon these estimates. Prior to the delivery of the Bonds, the developer will enter into an acquisition agreement with the City in which the developer agrees to pay any costs overruns. The City's Engineer has reviewed the reasonableness of the costs estimates. The facilities described below are facilities which the the District is authorized to construct and which are required to adequately meet the needs of the District. SUMMARY OF ESTIMATED INITIAL BOND CAPACITY AND COSTS OF THE PUBLIC FACILITIES A summary of estimated Bond size and the estimated costs of constructing and Financing the public facilities within the District are shown on the following table. Sources Bond Proceeds $2,375,000 Uses of Funds Underwriter Discount(1.75%) $ 41,563 Costs of Issuance 115,000 Capitalized Interest 201,957 Debt Service Reserve 190,000 Improvement Fund 1,826,480 Subtotal $2,375,000 Reserve for Market Conditions 125,000 TOTAL $2,500,000 5 SUMMARY OF CONSTRUCTION COSTS The following construction cost summary was provided by the developer. Land Costs $ 110,118 Construction Related Costs Police& Fire $ 50,000 Offsites 1,523,422 Indirect Costs 15,933 General Administration 126,937 Total Construction $1,716,292 TOTAL $1,826,480 CONSTRUCTION COST DETAIL Land and Acquisition Costs Land Cost-Ency $ 99,000 Escrow 495 Title 693 Legal Costs 10,000 Total $ 110,188 Police& Fire Facilities and Equipment $ 50,000 Offsite Construction-Land Development Demo& Grubbing $ 16,526 Survey 20,000 Grading-Cut/Fill 91,731 Grading-Import 46,688 Sewer Manholes 27,500 Sewer 8 Inch 19,099 Water 12 Inch 31,590 Water 8 Inch 151,000 Water 6 Inch 29,760 Fire Hydrants 48,000 Hot Taps 12 Inch 10,000 Hot Taps 8 Inch 12,000 Valves 8 Inch 20,925 Valves 12 Inch 6,375 Blow Off Assembly 11,900 Bends 8 Inch 1,300 Drainage Facility 262,454 Curb& Gutter 38,430 Rolled Curb 27,520 Sidewalks 47,850 Concrete Aprons 38,021 Asphalt Paving 274,872 Street Base & Grading 68,718 Asphalt Paving Rep 15,120 6 Offsite Construction-Land Development(Continued) Stripping 9,099 Street Signs 2,600 Barricades 4,800 'Undergrounding 117,000 Contingencies 72,544 Total $1,523,422 Indirect Costs Temporary Toilets $ 2,400 Temporary Power 2,400 Construction Shack 1,800 Field Office Expense 1,200 Telephone 1,800 Water Truck 3,200 Contingencies 3,133 Total $ 15,933 General Administration Supervision $ 45,000 Office Overhead 6,000 General Contractor 60,937 General Labor 15,000 Total $ 126,937 7 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 199.0-1 (Goldenwest/Ellis Area) "REPORT" PART IV RATE AND METHOD OF APPORTIONMENT OF THE SPECIAL TAX The Special Tax is to be levied by the Finance Director of the City on behalf of the District each Fiscal Year on all parcels within the District in an amount equal to the maximum Special Tax, less any Services Credit, as such terms are defined below. On March 1 of each year all taxable Parcels within the District shall be categorized by the Finance Director either as Developed Parcels or Undeveloped Parcels, and shall be subject to a Special Tax in accordance with the Rate and Method of Apportionment specified below. Undeveloped Parcels A Special Tax shall be levied on each Undeveloped Parcel as follows: (Taxable Sq. Ft. of Parcel X Maximum) — Services Special (Taxable Sq. Ft. of District Special Tax) Credit Tax Developed Parcels A Special Tax shall be levied on each Developed Parcel as follows: 1 ) (Maximum _ Total Special Tax Levied X Total Number of) — Services = Special (Special Tax on Undeveloped Parcels Developed Parcels) Credit Tax Definitions Act means the Mello-Roos Community Facilities Act of 1982, as amended. The Bonds means the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, and any other bonds of the District payable from the Special Tax. The City means the City of Huntington Beach,California. Developed Parcel (1) is any Parcel that is within the boundaries of the District_based on the latest available equalized rolls of the County of Orange as of March 1 of the applicable year which is not exempt from the Special Tax pursuant to Section 53311, et seq. of the California Government Code, (2) is not greater than 50,000 square feet in total square footage and (3) with respect to which a building permit for a single family dwelling has been issued as of March 1 of the current year. 8 The District is Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) of the City of Huntington Beach,California. Fiscal Agent means the fiscal agent for the Bonds appointed under the Fiscal Agent Agreement. Fiscal Agent Agreement means the agreement by that name approved by the Resolution of Issuance. Fiscal Year means the period starting on July 1 and ending the following June 30. Maximum Special Tax is an amount for any Fiscal Year determined by reference to Attachment I hereto. Resolution of Issuance is any Resolution adopted by the City Council of the City authorizing the issuance of Bonds. Services Credit is an amount equal to any proceeds of the Special Tax Levied within the District which has been allocated by the City to the payment of police and fire protection services and/or paramedic services authorized under the Act which have not been expended for such purpose by the last day of the prior Fiscal Year. Special Tax is any tax authorized by Section 53340 of the California Government Code adopted by Ordinance of the City and levied within the District. Taxable Square Footage of Parcels is all of the area within any Parcel within the District which is not exempt from the Special Tax pursuant to Section 53311, et. seq. of the California Government Code. Total Taxable Square Footage of the District means the aggregate Taxable Square Footage for all Parcels within the District. Undeveloped Parcel is any Parcel within the boundaries of the District (based on the latest equalized rolls of the County of Orange as of March 1 of each year) which is not a Developed Parcel, and is not exempt from the Special Tax under the provisions of the Act. 9 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) ATTACHMENT I Fiscal Year Maximum End June 30 Special Tax 1991 $264,000 1992 269,280 1993 274,666 1994 280,159 1995 285,762 1996 291,477 1997 297,307 1998 303,253 1999 309,318 2000 315,504 2001 321,815 2002 328,251 2003 334,816 2004 341,512 2005 348,342 2006 3.55,309 2007 362,415 2008 369,664 2009 377,057 2010 384,598 -1 y 2011 392,290 2012 400,136 2013 408,139 2014 416,301 2015 424,627 2016 433,120 2017 441,782 2018 450,618 2019 459,630 2020 468,823 2021 and Previous Fiscal Year Thereafter Increased by 2% 10 r �f CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) "REPORT" PART V ESTIMATED COSTS OF ADMINISTERING THE DISTRICT Debt Service $220,000 Administration Fiscal Agent Fees $ 3,000 Rebate Calculation 1,000 Tax Collections by City 7,000 Tax Collections by County 2,000 Subtotal $ 13,000 TOTAL $233,000 Less Reserve Earnings (.15,000) Special Tax $218,000 Maximum Special Tax $264,000 Unused Authorization for $ 46,000 Delinquencies& Contingencies 21% Coverage Ratio w/ Reserve Earnings 1.21% (Including Administration) Coverage Ratio w/o Reserve Earnings 1.13% (Excluding Administration) 11 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) "REPORT" PART VI ESTIMATED FUNDS AVAILABLE FOR COMMUNITY SERVICES Pursuant to the Rate and Method of Apportionment, moneys, if any, available after payment of annual debt service on the Bonds, and the costs of administrating the District are available for financing Police and Fire services. The table on the following page estimates the amount that will be available for Police and Fire protection services. 12 t CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 1990-1(GOLDENWEST/ELLIS) USE OF ANNUAL SPECIAL TAX REVENUES (Fiscal Year Maximum Debt Administration Fiscal Reserve Fund Delinquency Fire and Percent End June 30 Special Tax Service (5%Increase) Agent Earnings 4% Police Service Increase 1991 . 264,000 n/a n/a- n/a n/a n/a n/a n/a 1992 - ' 269,280 220,000 10,000 3,000 15,000 10,771 40,509 n/a 1993 274,666 220,000 10,500 3,000 15,000 10,987 45,179 11.53 1994 280,159 220,000 11,025 3,000 15,000 11,206 49,928 10.51 1995 285,762 220,000 11,576 3,000 15,000 11,430 54,755 9.67 1996 - 291,477 220,000 12,155 3,000 15,000 11,659 59,663 8.96 199T. 297,307 220,000 12,763 3,000 15,000 11,892 64,652 8.36 .1998 303,253 220,000 13,401 3,000 15,000 12,130 69,722 7.84 ` 1999 309,318 220,000 14,071 3,000 15,000 12,373 74,874 7.39 2000 315,504 220,000 14,775 3,000 15,000 12,620 80,110 6.99 2001 321,815 220,000 15,513 3,000 15,000 12,873 85,429 6.64 2002 328,251 220,000 16,289 3,000 15,000 13,130 90,832 6.32 2003 334,816 220,000 17,103 3,000 15,000 13,393 96,320 6.04 2004 341,512 220,000 17,959 3,000 15,000 13,660 101,893 5.79 2005 348,342 220,000 18,856 3,000 15,000 13,934 107,552 5.55 2006 355,309 220,000 19,799 3,000 15,000 14,212 113,298 5.34 2007 362,415 220,000 20,789 3,000 15,000 14,497 119,130 5.15 - 2008 369,664 220,000 21,829 3,000 15,000 14,787 125,048 4.97 2009 377,057 220,000 22,920 3,000 15,000 15,082 131,055 4.80 2010 384,598 220,000 24,066 3,000 15,000 15,384 137,148 4.65 2611 392,290 220,000 25,270 3,000 15,000 15,692 143,329 4.51 2012 400,136 220,000 26,533 3,000 15,000 16,005 149,598 4.37 2013 408,139 220,000 27,860 3,000 15,000 16,326 155,053 4.25 2014 416,301 220,000 29,253 3,000 15,000 16,652 162,397 4.13 2015 424,627 220,000 30,715 3,000 15,000 16,985 168,927 4.02 2016 433,120 220,000 32,251 3,000 15,000 17,325 175,544 3.92 2017 441,782 220,000 33,864 3,000 15,000 17,671 182,248 3.82 2018 450,618 220,000 35,557 3,000 15,000 18,025 189,037 3.73 2019 459,630 220,000 37,335 3,000 15,000 18,385 195,911 3.64 2020 468,823 220,000 39,201 3,000 15,000 18,753 202,869 3.55 The foregoing instrument is a correct copy of the original,o'n file in This office. Attest ....... ...................I....... 19 tONN)t .SROCKW AY City Cle'rk and Ev-offfidio %Cler k of the City- Council-df the City of Huntington.Beach,Cal. By Depu RESOLUTION NO. 6143 A RESOLUTION OF INTENTION TO INCUR BONDED INDEBTEDNESS OF THE PROPOSED COMMUNITY FACILITIES DISTRICT NO . 1990-1 (GOLDENWEST/ELLIS AREA) PURSUANT TO THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982 Community Facilities District No . 1.990-1 (Goldenwest/Ellis Area) WHEREAS, the City Council of the City of Huntington Beach has this date adopted its Resolution entitled "A Resolution of Intention to Establish a Community Facilities District and To Authorize the Levy of Special Taxes Pursuant to the Mello-Roos Community Facilities Act of 1982 , " stating its intention t'o form a community facilities district pursuant to the Mello-Roos Community Facilities Act of 1982 , as amended (the "ACT" ) , Chapter 2 . 5 of Part 1 of Division 2 of Title 5 of the California Government Code, for the purpose of financing the acquisition and/or construction of certain public improvements ( the "FACILITIES" ) and providing certain services , as further provided in said Resolution; and The City Council estimates the amount required for the financing of the acquisition and/or construction of the FACILITIES to be the sum of $2 , 500 , 000 . 00 ; and In order to finance said FACILITIES it is necessary to incur bonded indebtedness in the amount of $3 , 500 , 000 . 00 , NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH HEREBY RESOLVES AS FOLLOWS : 1 . It is necessary to incur bonded indebtedness within the boundaries of the proposed Community Facilities District No . , 1990-1 (Goldenwest/Ellis Area) (the "DISTRICT" ) in the amount of $3 , 500 , 000 . 00 to finance the costs of the FACILITIES . -1- 2 . The bonded indebtedness is proposed to be incurred for the purpose of financing the costs of the FACILITIES, including acquisition and improvements costs and all costs incidental to or connected with the accomplishment of said purposes and of the financing thereof , as permitted by Section 53345 . 3 of the ACT . 3 . The City Council , acting as legislative body for the DISTRICT, intends to authorize the issuance and sale of bonds in the maximum aggregate principal amount of not to exceed $3 , 500 , 000 . 00 , bearing interest payable semi-annually or in such other manner as this City Council shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds , and maturing not to exceed 40 years from the date of the issuance of said bonds . 4 . The City Council , as legislative body for the DISTRICT, will conduct a public hearing on the propo+sed debt issue and consider and finally determine whether the public interest , convenience and necessity require the issuance of bonds of the City for the DISTRICT . Said public hearing shall be heard on Monday, June 18 , 1990 , at 7 : 30 p .m. , in the City Council Chambers , City Hall , 2000 Main Street , Huntington Beach, California . -2- G1 A') 5 . The City Clerk is hereby directed to cause notice of said public hearing to be given by publication one time in any newspaper of general circulation circulated within the DISTRICT. The publication of said notice shall be completed at least seven (7) days before the date herein set for said public hearing . Said notice shall substantially in the form of Exhibit "A" hereto . PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 7th day of May 1990 . Mayor - ATTEST : APPROVED AS TO FORM: gg City Clerk kf City Attorney :.Y o REVIEWED AND APPROVED : INITIATED,,ANV, A PROVED: City Administrator Di ecto f dministr�tiv Services l -3- EXHIBIT "A" NOTICE OF PUBLIC HEARING CITY OF HUNTINGTON BEACH Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) Notice is hereby given that on May 7 , 1990 , the City Council of the City of Huntington Beach adopted a Resolution entitled "A Resolution _of Intention To Incur Bonded Indebtedness of the Proposed Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) Pursuant To The Mello-Roos Community Facilities Act Of 1982 . " Pursuant to the Mello-Roos Community Facilities Act of 1982 (the "ACT" ) the City Council hereby gives notice as follows : A . The text of said Resolution is as follows : WHEREAS , the City Council of the City of Huntington Beach has this date adopted its Resolution entitled "A Resolution of Intention to Establish a Community Facilities District and To Authorize the Levy of Special Taxes Pursuant to the Mello-Roos Community Facilities Act of 1982 , " stating its intention to form a community facilities district pursuant to the Mello-Roos community Facilities Act of 1982 , as amended ( the "ACT" ) , Chapter 2 . 5 of Part 1 of Division 2 of Title 5 of the California Government Code, for the purpose of financing the acquisition and/or construction of certain public improvements (the "FACILITIES" ) and providing certain services , as further provided in said Resolution; and The City Council estimates the amount required for the financing of the acquisition and/or construction of the FACILITIES to be the sum of $2 , 500 , 000 . 00 ; and In order to finance said FACILITIES it is necessary to incur bonded indebtedness in the amount of $3 , 500 , 000 . 00 . -4- NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH HEREBY RESOLVES AS FOLLOWS : 1 . It is necessary to incur bonded indebtedness within the boundaries of the proposed Community Facilities District No . , 1990-1 (Goldenwest/Ellis Area) ( the "DISTRICT" ) in the amount of $3 , 500 , 000 . 00 to finance the costs of the FACILITIES . 1 2 . The bonded indebtedness is proposed to be incurred for the purpose of financing the costs of the FACILITIES, including acquisition and improvements costs and all costs incidental to or connected with the accomplishment of said purposes and of the financing thereof , as permitted by Section 53345 . 3 of the ACT. 3 . The City Council , acting as legislative body for the DISTRICT, intends to authorize the issuance and sale of bonds in the maximum aggregate principal amount of not to exceed $3 , 500 , 000 . 00 , i bearing interest payable semi-annually or in such other manner as this City Council shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds , and maturing not to exceed 40 years from the date of the issuance of said bonds . 4 . The City Council , as legislative body for the DISTRICT, will conduct a public hearing on the proposed debt issue and consider and finally determine whether the public interest , convenience and necessity require the issuance of bonds of the City for the DISTRICT . Said public hearing shall be heard on Monday, June 18 , 1990 , at 7 : 30 p .m. , in the City Council Chambers , City Hall , 2000 Main Street, Huntington Beach, California . . � 5 . The City Clerk is hereby directed to cause notice of said public hearing to be given by publication one time in any newspaper of general circulation circulated within the DISTRICT. The -5- 6143 publication of said notice shall be completed at least seven (7) days before the date herein set for said public hearing . Said I notice shall substantially in the form of Exhibit "A" hereto . B . The hearing referred to in the aforesaid Resolution shall be at the time and place specified in said Resolution.- C . At that time and place any person interested, including persons owning property in the area of the proposed community facilities district , will be heard upon the proposed debt issue . Dated : May 9, 1990 City Clerk City of Huntington Beach -6- K,A Res. No. 6143 i A STATE OF CALIFORNIA COUNTY OF ORANGE ss: CITY OF HUNTINGTON BEACH ) I , CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the 7th day of May 19 90 by the following vote: -A AYES: Councilmembers : MacAllister, Winchell, Green, Mays, Bannister, Silva, Erskine NOES: Councilmembers : None ABSENT: Councilmembers : None i y Clerk and ex-o ici er of the City Council of the City of Huntington Beach, California �I The foregoing instrument is a corn--cc copy of the original on file in tl�is Attest �� _ 19 9v �pN E BROCI. CiA, Clem;and Ex-off Will)ClerkoftheCity Cotuncil of t; City ofh+.111tingtor!Beacti, Cal. B �� Depute :o Publish Advariisements of al! kinds including public notices by Decree of the Superior Court of Orange County, California, Number A-621T--September 29, 1961, and A-2-1331 June 11, 1963 STATE OF CALIFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I 'am over the age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal clerk of the ORANGE COAST DAILY 4 ,n.orderto:f+nance said ;:;..•� PILOT, a news a er of eneral circulation, PUBLIC NOTICE 1FACILRIESitlsnecessaryto PUBUC'NOTICE P P g (incur bonded Indebtedness NOTICE OF sin the. amount o t Mondays;Juee;,18,_1990, printed and published in the City of Costa Mesa, fwSLIC HEARING P 7tHl:.p.m m the:-pty $s,soo,000.00 CRY OF° NOW, THEREFORE,THE Council Chambers City Hall, County of Orange, State of California, and that ;_HUNTlNGTON BEACH- 'CITY' COUNCIL OF: THE •000 Main Street,..:Hunt- (Community 'CITY OF 'HUN7INGTON ington Beach Callfoima attached Notice is a true and complete Copy as Faellitles BEACH .HEREBY. RE. S�TheCityClerkIshereby Dlatrlet 'directed to cause-notice of was printed and published 4n the Costa. Mesa SOLVES'AS FOLLrOWS p g No:,1990-1 said ubllc hearin to`be � 1.It is necessary to,incur (Goldenwest/Ellla I bonded indebtedness within ;given by publication -one Newport Beach, Huntington Beach, Fountain Area) the-.boundaries, of'.the +ime In any newspaper of Nohce is hereby green that proposed Community Facah- lg e n e r a I c 1 r c.0 I a t i o n t Valley, Irvine, the South Coast communities and pntMay 1,.1990; the City ties District No; 1990-1 iclrculated•,wlthin>the -bis-• Y •Council of.the City'of (Goldenwest/Ells Area) i7RICT?The publication,off, Laguna Beach issues of said newspaper to wit ingtoh!Beach.a`dopted Res-"DISTRICT")In the amount lsald notiwshall-be:com-1 9olution No.:6143_entitled"A•o, $3;5000oo.00 to'finance 1pleted-*at least seven(7)days the issue(s) of. Resolution-.of:Intention-Tot the costs of the FACILITJES. before°ahe date.hirein set, Incur•Bonded�lndebtedness1. 2.The bonded'Indebted- for said public hearing.Said. of-the Proposed:.Community, Inotice.,shall sub§tantially;ln! ness Is proposed to:be ln- acilittes Distract No 1990 1 Ithe form of Fxhtbrt-A' here-I wired for.ahe purpose Of (Goldenwest/Ellis- -At�ea)�'flnanctng'& costs of .the �o Pursuant To.The Mello-Roos:FACILITIES, including ac I, B.The hearing referred to Community Faalities Act Of iquisltion and Improvements k1he aforesaid Resolution) May 17, 1990 �1982."•.Pursuant ;to`thei'�tsandallcostsIncidental shall,be-at`the time and{ Mello Roos Community Fa- ; laces ecified m said Res- !to to or connected with.the ac- p - cilities Act'of 1982 ,(the 'oompllshmant oi.=said olutlon; 1he_eClty<',Counctl�; l C..At that time and place purposes an _Ihe financ 'hereby:glves-notice as:fol-i mg thereof;as permitted-by any'persori'Interested,:•in ;lows * Section'53345.3 of the ACT. eluding';persons.:owning A.The text of said Resol-i;_ 3rThe City Council;acting Property in the area of the ,ution is as follows:,;..-,;:c-_-:1: legislative body forahe :proposed..community facili-I j; WHEREAS,the City Coun-!;DISTRICT;::-Intends,*to ;ties;disirid,:will. be'heard ctl of the.City of Huntingtonl'authorize the issuance and upon the,proposed_. debt Beach has this date`adopted'Iissue , sale of bonds in the maxi its.`Resolution entitled 'A Dated May 9 1990 (mum_aggregate principal y Resolutior;of Intention to !Connie Brockway;y City amount.-'Of 'not to -exceed Establish a Community Fa- $3,500,000.00, bearing Clerk, City;of Huntington cilitles District and -To. Beach Interest payable semi-an Authorize �3he Levy of;1nually or in such other man Published Orange Coast 4Speaal:Taxes Pursuant to ;ner as this,CityGouncil shall Dally Pilot May 17.1990 `the.Mello-Roos;Communityat-a F"Th404 j.Facilities Act of=1982;-:stat-i determine., rate not-of l•; in tts�intention:rto'-form:a i exceed the maximum rate of 9 fnterest,�es';may,;�be community•..facllltles=district authorized,tiyappl'icablelaw pur66anFto1he'Mello-Roos - Community:Facilities-Act-of;at.ihe.tirtie gf'sale_of_such bonds,-ang not4o �1982,:.as;,amended:`(the,e d:maturinceed 40"years'from'_.1he declare, under penalty of perjury, that the 1 ACT );Chapter 2:5of•Part. d.te of the Issuance.of said it of DIvlslon±2 of Title 5 of - ; the California Go"vernment t b gdThe CltyaCounclf as foregoing is true and Correct. Code for fife purpose of I legislative body,for the DIS- ilnancing -`life;-acquisition j TRICT;will'conduct a public and/oi-com-ruction df-cer,'hearing_on,..the- proposed fit public :improvements;- May 17, p debt lssue'and consider and Executed on , �99 (the;"FACILITIES:').;;.and 1 finally�determine_2..whather providing certain.,,servicbs, 1the-public-Interest;-conve l at Costa Mesa, California. as'further'provldedtln_said ',nienceand necessity'require Resolution;andr=,>;_.i-?r_a; ',the issuance of bonds of-thel ; The. Clty�.Councllz,'esti- r mated the:amount required pub for the DISTRICT Sard' for..ithe firianciiig'ofAtid'ac_ •pubhchearingshallbeheardl :qutsittonf-and/or::construc- :. Si nature ;tion of the.FACILITIES to be 9 the sum,;of,$2;500,00.0.00; and PROOF OF PUBLICATION RESOLUTION NO. hl hl f A RESOLUTION OF FORMATION OF COMMUNITY FACILITIES DISTRICT I NO. 1990-1 (GOLDENWEST/ELLIS AREA) , AUTHORIZING THE LEVY I OF A SPECIAL TAX WITHIN .THE DISTRICT, PRELIMINARILY ESTABLISHING AN APPROPRIATIONS LIMIT FOR THE DISTRICT AND SUBMITTING LEVY OF THE SPECIAL TAX AND THE ESTABLISHMENT OF THE APPROPRIATIONS LIMIT TO THE QUALIFIED ELECTORS OF THE DISTRICT Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) The City Council of the City of Huntington Beach hereby resolves as follows : WHEREAS, on May 7 , 1990 , this City Council adopted a resolution entitled "A Resolution of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Pursuant to the Mello-Roos Community Facilities Act of 1982" (the "Resolution of Intention" ) , stating its intention to form Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) (The "District" ) , of the City pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act" ) the provisions of which Resolution of Intention are incorporated herein by this reference as if fully set forth herein, and on this date, this City Council held a noticed public hearing as required by the Act and the Resolution of Intention and at said hearing evidence was presented to this City Council on said matters before it , including a report by the Director of Public Works , or his designee (the "Report" ) as to the facilities and services to be provided through the District and the costs thereof , a copy of which is on file with the City Clerk, and written protests with respect to the formation of the District the furnishing of specified types of facilities in services and/or the rate and method of apportionment of the special taxes have not been filed with the City Clerk by fifty percent (50%) or -1- more of the registered voters residing within the territory of the District or property owners of one-half (1/2) or more of the area of ar land within the District and not exempt from the special tax; and the special tax proposed to be levied in the District has not been eliminated by protest by fifty percent (50%) or more of the registered voters residing within the territory of the District or the owners of one-half ( 1/2) or more of the area of land within the District and not exempt from the special tax. NOW, THEREFORE, IT IS HEREBY ORDERED as follows : SECTION 1 . The foregoing recitals are true and correct . SECTION 2 . The proposed special tax to be levied within the District has not been precluded by majority protest pursuant to Section 53324 of the Act . SECTION 3 . All prior proceedings taken by this City Council in connection with the establishment of the District and the levy of the special tax have been duly considered and are hereby found and determined to be valid and in conformity with the Act . SECTION 4 . The community facilities district designated "Community Facilities District No . 1990-1 (Goldenwest/Ellis Area" of the City is hereby established pursuant to the Act . SECTION 5 . The boundaries of the District , as set forth in the map of the District heretofore recorded in the Orange County Recorder ' s Office in Book 52 at page 9 of Maps of Assessment and Community Facilities Districts , are hereby approved, are incorporated herein by reference and shall be the boundaries of the District . SECTION 6 . The type of public facilities and services proposed ! to be financed .by the District and pursuant to the Act shall consist of those items listed as facilities on Exhibit A hereto and by this -2- �1 G reference incorporated herein (the "Facilities" ) , and those items listed as services on Exhibit A (the "Services" ) , respectively. SECTION 7 . Except to the extent that funds are otherwise available to the District to pay for the Facilities , the Services and/or the principal and interest as it becomes due on bonds of the District issued to finance the Facilities , a special tax sufficient to pay the cost thereof , secured by a continuing lien against all non-exempt real property in the District, is intended to be levied annually within the District, and collected in the same manner as ordinary ad valorem property taxes . The proposed rate and method of apportionment of the special tax among the parcels of real property within the District, in sufficient detail to allow each landowner within the proposed District to estimate the probable maximum amount such owner will have to pay, are described in Exhibit B attached r hereto and by this reference incorporated herein. 1 SECTION 8 . It is hereby found and determined that the Facilities and Services are necessary to meet increased demands placed upon local agencies as the result of development occurring in the District . SECTION 9 . The Director of Finance of the City of Huntington Beach, 2000 Main Street , Huntington Beach, California 92648 , telephone number (714) 536-5228 is the officer of the City which will be responsible for preparing annually a current roll of special tax levy obligations by assessor ' s parcel number and which will be responsible for estimating future special tax levies pursuant to Section 53340 . 1 of the Act . a SECTION 10 . Upon recordation of a notice of special tax lien pursuant to Section 3114 . 5 of the California Streets and Highways Code, a continuing lien to secure each levy of the special tax shall -3- ti 1 F.1 attach to all nonexempt real property in the District and this lien shall continue in force and effect until the special tax obligation is prepaid and permanently satisfied and the lien canceled in accordance with the law or until collection of the tax by the City ceases . SECTION 11 . In accordance with Section 53325 . 7 of the Act, the annual appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, of the District is hereby preliminarily established at $750 , 000 . 00 and said appropriations limit shall be submitted to the voters of the District as hereafter provided . The proposition establishing said annual appropriations limit shall become effective if approved by the qualified electors voting thereon and shall be in accordance with the applicable provision of Section 53325 . 7 of the Act . SECTION 12 . Pursuant to the provisions of the Act, the proposition of the levy of the special tax and the proposition of the establishment of the appropriations limit specified above shall be submitted to the qualified electors of the District at an election the time, place and conditions of which election shall be as specified by a separate resolution of this City Council . PASSED AND ADOPTED by the City Council of the City of Huntington a adjourned Beach at regular meeting thereof on the 25th day of June 1990 . Mayor A EST; APPROVED FORM: p City;:.,.Ierk City Worney (, u.qD REVIEWED AND APPROVED: I E A OVED: City Administrator Director f drninis at ve Services -4- 6161 EXHIBIT A COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) FACILITIES TO BE FINANCED Improvements to Ellis Avenue in the vicinity of the District including road improvements , curb, gutter, sidewalk, storm drain and signal improvements , striping and related improvements . Improvements to Goldenwest Avenue in the vicinity of the District ,. including road improvements , curb, gutter, sidewalks , storm drain and signal improvements , striping and related improvements . Improvements to Quarterhorse Lane in the vicinity of the District , including road improvements , curb, gutter, sidewalk, storm drain and signal improvements , striping and related improvements . Improvements to Saddleback Lane in the vicinity of the District , including road improvements , curb, gutter , sidewalk, storm drain a-nd signal improvements , striping and related improvements. Improvements to Edwards Street in the vicinity of the District, including road improvements , curb, gutter, sidewalk, storm drain and j signal improvements , striping and related improvements . Water and sewer system improvements along Ellis Avenue, Quarterhorse Lane and Saddleback Lane in the vicinity of the District, including related improvements . Undergrounding of utilities along one or more of the foregoing streets in the vicinity of the District, including related improvements. Undergrounding of utilities along one or more of the foregoing streets in the vicinity of the District , including any related work. Fire station improvements , including construction and related costs . Acquisition of emergency vehicle traffic interruption devices . SERVICES TO BE PROVIDED Police and Fire protection services, Paramedic services , in each case in addition to those currently provided . in the District . OTHER Costs of engineering , design, planning and coordination related to the above-listed facilities . Bond related expenses , including underwriters discount, reserve fund, capitalized interest, bond counsel and all other incidental expenses . Administrative fees of the City and the Bond trustee or fiscal agent related to the District and the Bonds . -r,- c,c, APPENDIX A DEBT SERVICE SCHEDULES 6161 ---- CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 ------------------------------------------------- ------------------------------------------------- S 0 U R C E S A N D U S E S O F F U N D S ------------------------------------------------- DELIVERY DATE: 7/24/90 SOURCES PAR AMOUNT OF BONDS.................... $2,375,000.00 +PREMIUM /-DISCOUNT................... $0.00 BOND PROCEEDS...... ................................... 2,375,000.00 ACCRUED INTEREST........................................ 12,518.23 ------------------- $2,387,518.23 USES OF FUNDS IMPROVEMENT FUND........................................ 1,826,480.00 UNDERWRITERS DISCOUNT (% or E)..........( 1.750000%)... 41,562.50 COST OF ISSUANCE........................................ 115,000.00 ACCRUED INTEREST........................................ 12,518.23 CAPITALIZED INTEREST.................................... 199,468.84 DEBT SERVICE RESERVE.................................... 190,000.00 CONTINGENCY............................................. 2,488.66 ------------------- $2,387,518.23 Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 06-04-1990 a 18:37:46 FILENAME: HS KEY: 90-1 rn F' m N CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 --------------------- --------------------- DEBT SERVICE SCHEDULE --------------------- --------------------- DATE PRINCIPAL COUPON INTEREST PERIOD TOTAL FISCAL TOTAL -------- -------------- ---------- -------------- -------------- -------------- 4/ 1/91 146,953.13 146,953.13 10/ 1/91 97,968.75 97,968.75 244,921.88 4/ 1/92 97,968.75 97,968.75 10/ 1/92 20,000.00 8.250000 97,968.75 117,968.75 215,937.50 4/ 1/93 97,143.75 97,143�75 10/ 1/93 25,000.00 8.250000 97,143.75 122,143.75 219,287.56 4/ 1/94 96,112.50 96,112.50 1.0/ 1/94 25,000.00 8.250000 96,112.50 121,112.50 217,225.00 4/ 1/95 95,081.25 95,081.25 10/ 1/95 30,000.00 8.250000 95,081.25 125,081.25 220,162.50 4/ 1/96 93,843.75 93,843.75 10/ 1/96 30,000.00 8.250000 93,843.75 123,843.75 217,687.50 4/ 1/97 92,606.25 92,606.25 10/ 1/97 35,000.00 8.250000 92,606.25 127,606.25 220,212.50 4/ 1/98 91,162.50 91,162.50 10/ 1/98 35,000.00 8.250000 91,162.50 126,162.50 217,325.00 4/ 1/99 89,718.75 89,718.75 10/ 1/99 40,000.00 8.250000 89,718.75 129,718.75 219,437.50 4/ 1/ 0 88,068.75 88,068.75 10/ 1/ 0 40,000.00 8.250000 88,068.75 128,068.75 216,137.50 4/ 1/ 1 86,418.75 86,418.75 10/ 1/ 1 45,000.00 8.250000 86,418.75 131,418.75 217,837.50 4/ 1/ 2 84,562.50 84,562.50 10/ 1/ 2 50,000.00 8.250000 84,562.50 134,562.50 219,125.00 4/ 1/ 3 82,500.00 82,500.00 Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 06-04-1990 @ 18:38:35 FILENAME: HS KEY: 90-1 rn h-' F-' __ -- CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 --------------------- --------------------- _ DEBT SERVICE SCHEDULE --------------------- --------------------- DATE PRINCIPAL COUPON INTEREST PERIOD TOTAL FISCAL TOTAL -------- -------------- ---------- -------------- -------------- -------------- 4/ 1/16 35,475.00 35,475.00 10/ 1/16 145,000.00 8.250000 35,475.00 180,475.00 215,950.00 4/ 1/17 29,493.75 29,493.75 10/ 1/17 160,000.00 8.250000 29,493.75 189,493.75 218,987.50 4/ 1/18 22,893.75 22,893.75 10/ 1/18 170,000.00 8.250000 22,893.75 192,893.75 215,787.50 4/ 1/19 15,881.25 15,881.25 10/ 1/19 185,000.00 8.250000 15,881.25 200,881.25 216,762.50 4/ 1120 8,250.00 8,250.00 10/ 1/20 200,000.00 8.250000 8,250.00 208,250.00 216,500.00 -------------- -------------- -------------- 2,375,000.00 4,177,284.38 6,552,284.38 ACCRUED 12,518.23 12,518.23 2,375,000.00 4,164,766.15 6,539,766.15 -------------- -------------- -------------- -------------- -------------- -------------- Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 06-04-1990 8 18:38:41 FILENAME: HB KEY: 90-1 rn N m F- CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 --------------------- --------------------- DEBT SERVICE SCHEDULE --------------------- DATE PRINCIPAL COUPON INTEREST PERIOD TOTAL FISCAL TOTAL -------- -------------- ---------- -------------- -------------- -------------- 10/ 1/ 3 55,000.00 8.250000 82,500.00 137,500.00 220,000.00 4/ 1/ 4 80,231.25 80,231.25 10/ 1/ 4 55,000.00 8.250000 80,231.25 135,231.25 215,462.50 4/ 1/ 5 77,962.50 77,962.50 10/ 1/ 5 60,000.00 8.250000 77,962.50 137,962.50 215,925.00 4/ 1/ 6 75,487.50 75,487.50 10/.1/ 6 65,000.00 8.250000 75,487.50 140,487.50 215,975.00 4/ 1/ 7 72,806.25 72,806.25 10/ 1/ 7 70,000.00 8.250000 72,806.25 142,806.25 215,612.50 4/ 1/ 8 69,918.75 69,918.75 10/ 1/ 8 80,000.00 8.250000 69,918.75 149,918.75 219,837.50 4/ 1/ 9 66,618.75 66,618.75 10/ 1/ 9 85,000.00 8.250000 66,618.75 151,618.75 218,237.50 4/ 1/10 63,112.50 63,112.50 10/ 1/10 90,000.00 8.250000 63,112.50 153,112.50 216,225.00 4/ 1/11 59,400.00 59,400.00 10/ 1/11 100,000.00 8.250000 59,400.00 159,400.00 218,800.00 4/ 1/12 55,275.00 55,275.00 10/ 1/12 105,000.00 8.250000 55,275.00 160,275.00 215,550.00 4/ 1/13 50,943.75 50,943.75 10/ 1/13 115,000.00 8.250000 50,943.75 165,943.75 216,887.50 4/ 1/14 46,200.00 46,200.00 10/ 1/14 125,000.00 8.250000 46,200.00 171,200.00 217,400.00 4/ 1/15 41,043.75 41,043.75 10/ 1/15 135,000.00 8.250000 41,043.75 176,043.75 217,087.50 Prepared by Rod Gum Associates, Inc., Seal Beach, California RUNDATE: 06-04-1990 2 18:38:39 FILENAME: HB KEY: 90-1 n CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 --------------------- --------------------- DEBT SERVICE SCHEDULE --------------------- --------------------- Dated 7/ 1/90 with Delivery of 7/24/90 Bond Years 50,633.750 Average Coupon 8.250000 Average Life 21.319474 N I C % 8.250000 % Using 100.0000000 T I C % 8.430068 % From Delivery Date Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 06-04-1990 2 18:38:43 FILENAME: HB KEY: 90-1 rn rn CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 ------------------------- ------------------------- _ CAPITALIZED INTEREST FUND ------------------------- ------------------------- DELIVERY DATE: 7/24/90 PERIOD BEGINNING ACCRUED CONSTR. FUND DEBT SERVICE CAPITALIZED TOTAL FUNDS BOND INTEREST ENDING ENDING BALANCE INTEREST EARNINGS RESERVE INT. EARNINGS AVAILABLE CAPITALIZED BALANCE ( 8.000000 %) ( 8.000000 %) (100.000000 %) -------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- 4/ 1/91 199,468.84 12,518.23 10,428.89 11,494.53 233,910.49 146,953.13 86,957.37 10/ 1/91 86,957.37 7,600.00 3,411.38 97,968.75 97,968.75 -------------- -------------- -------------- -------------- -------------- 12,518.23 18,028.89 14,905.91 244,921.87 -------------- -------------- -------------- -------------- -------------- Note: Capitalized Interest Earnings Utilized Annual Compoundings Using a 30/360 Year Basis Prepared by Rod Gum Associates, Inc., Seal Beach, California RUNDATE: 06-04-1990 a 18:38:54 FILENAME: HB KEY: 90-1 rn N rn 1 �G EXHIBIT B CITY OF HUNTINGTON BEACH �• COMMUNITY FACILITIES DISTRICT NO. 1990-1 �O (Goldenwest/Ellis Area) RATE AND METHOD OF APPORTIONMENT OF THE SPECIAL TAX The Special Tax is to be levied by the Finance Director of the City on behalf of the District each Fiscal Year on all parcels within the District in an amount equal to the Maximum Special Tax, less any Services Credit, as such terms are defined below. On larch 1 of each year all taxable Parcels within the District shall be categorized by the Finance Director either as Developed Parcels or Undeveloped Parcels, and shall be subject to a Special Tax in accordance with the Rate and Method of Apportionment specified below. Undeveloped Parcels A Special Tax shall be levied on each Undeveloped Parcel as follows: (Taxable Sq. Ft. of Parcel X Maximum) — Services = Special 1 (Taxable Sq. Ft. of District Special Tax) Credit Tax i Developed Parcels A Special Tax shall be levied on each Developed Parcel as follows: 1 ) (Maximum _ Total Special Tax Levied X Total dumber of) _ Services = Special (Special Tax on Undeveloped Parcels Developed Parcels) Credit Tax Definitions Act means the Mello-Roos Community Facilities Act of 1982, as amended. The Bonds means the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, and any other bonds of the District payable from the Special Tax. The City means the City of Huntington Beach, California. Developed Parcel (1) is any Parcel that is within the boundaries of the District based on the latest available equalized rolls of the County of Orange as of March 1 of the applicable year which is not exempt from the Special Tax pursuant to Section 53311, et seq. of the California Government Code, (2) is not greater than 50,000 square feet in total square footage and (3) with respect to which a building permit for a single family dwelling has been issued as of March 1 of the current year. 1 6161 The District is Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) of the City of Huntington Beach,California. Fiscal Agent means the fiscal agent for the Bonds appointed under the Fiscal Agent Agreement. Fiscal Agent Agreement means the agreement by that name approved by the Resolution of Issuance. Fiscal Year means the period starting on July land ending the following June 30. Maximum Special Tax is an amount for any Fiscal Year equal to $264,000. Resolution of Issuance is any Resolution adopted by the City Council of the City authorizing the issuance of Bonds. Services Credit is an amount equal to any proceeds of the Special Tax Levied within the District which has been allocated by the City to the payment of police and fire protection services and/or paramedic services authorized under the Act which have not been expended for such purpose by the last day of the prior Fiscal Year. Special Tax is any tax authorized by Section 53340 of the California Government Code adopted by Ordinance of the City and levied within the District. Taxable Square Footage of Parcels is all of the area within any Parcel within the District which is not exempt from the Special Tax pursuant to Section 53311, et. seq. of the California Government Code. Total Taxable Square Footage of the District means the aggregate Taxable Square Footage for all Parcels within the District. Undeveloped Parcel is any Parcel within the boundaries of the District (.based on the latest equalized rolls of the County of Orange as.of March 1 of each year) which is not a Developed Parcel, and is not exempt from the Special Tax under the provisions of the Act. 2 6161 Res. No. 6161 STATE OF CALIFORNIA COUNTY OF ORANGE ss : CITY OF HUNTINGTON BEACH ) I , CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote ,of at least a majority of all the members of said City Council at a regular adjourned meeting thereof held on the 25th day of June 19 90 by the following vote: AYES: Councilmembers: MacAllister, Plays, Bannister, Silva, Erskine NOES: Councilmembers : WinchelI ABSENT: Councilmembers: Green City Clerk and ex-offKlo Clerk of the City Council of the City of Huntington Beach, California The for.,going instalment is a correct copy of the orig:lfflal on fiie in this office. Attest P&welt (2 is—JO rKWAY City Clerk aund -nff ic b CIE,rk of ft, Y cou rldl Of the C Ity 0 f H Untirleton S-ea Ca I. A l• RESOLUTION NO. 616 A RESOLUTION DETERMINING THE NECESSITY TO INCUR BONDED INDEBTEDNESS WITHIN COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) AND SUBMITTING PROPOSITION TO THE QUALIFIED ELECTORS OF THE DISTRICT Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) The City Council of the City of Huntington Beach hereby resolves as follows : WHEREAS, on May 7 , 1990 , the City Council adopted a resolution entitled "A Resolution of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Pursuant to the Mello-Roos Act of 1982" (the "Resolution of Intention" ) stating its intention to form Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) (the "District" ) , of the 1 ' City pursuant to the Mello-Roos Community Facilities Act of 1982 , as amended (the "Act" ) and a resolution entitled "A Resolution of Intention to Incur Bonded Indebtedness of the Proposed Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) Pursuant to the Mello-Roos Community Facilities Act of 1982" (the "Resolution of Intention to Incur Indebtedness" ) stating its intention to incur bonded indebtedness within the boundaries of the District for the purpose of financing the costs of certain facilities specified in the Resolution of Intention, and on this date, this City Council held a noticed public hearing as required by the Act and at said hearing all persons desiring to be heard on .all matters pertaining j to the formation of the District, the provision of said facilities i (the "Facilities" ) and services and the levy of the special tax on property within the District were heard and a full and fair hearing was held, and subsequent to said hearing this City Council adopted a . -1- resolution entitled "A Resolution Of Formation Of Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) , Authorizing I The Levy Of A Special Tax Within The District , Preliminarily Establishing An Appropriations Limit For The District And Submitting Levy Of The Special Tax And The Establishment of The Appropriations Limit To The Qualified Electors Of The District" (the "Resolution of Formation" ) and on this date, this City Council also held a noticed public hearing as required by the Act relative to the matters material to the questions set forth in the Resolution of Intention to Incur Indebtedness and no written protests with respect to the matters material to the questions set forth in the Resolution of Intention to Incur Indebtedness have been filed with the City Clerk. NOW, THEREFORE, IT IS HEREBY ORDERED as follows : i SECTION 1 . The foregoing recitals are true and correct . SECTION 2 . It is necessary to incur bonded indebtedness in the maximum aggregate principal amount of $2 , 500 , 000 . 00 within the boundaries of the District . SECTION 3 . The indebtedness is incurred for the purpose of financing the costs of the Facilities , as provided in the Resolution of Formation including , but not limited to , the costs of issuing and selling bonds to finance the Facilities and the initial costs of the City in administering the District . SECTION 4 . The whole of the District shall pay for the bonded indebtedness through the levy of the special tax. The tax is to be apportioned in accordance with the formula set forth in Exhibit "B" to the Resolution of Formation. i SECTION 5 . The maximum amount of bonded indebtedness to be incurred is $2 , 500, 000 . 00 and the maximum term of the bonds to be issued shall in no event exceed forty (40) years . -2- A1F") SECTION 6 . The bonds shall bear interest at rate or rates not j to exceed the maximum interest rate permitted by applicable law at the time of sale of the bonds , payable semiannually or in such other manner as this .City Council or its designee shall determine, the actual rate or rates and times of payment of such interest to be determined by this City Council or its designee at the time or times of sale of said bonds . SECTION 7 . The proposition of incurring the bonded indebtedness herein authorized shall be submitted to the qualified electors of the District and shall be consolidated with elections on the proposition of levying special taxes within the District and the establishment of an appropriations limit for the District pursuant to Section 53353 . 5 of the Act . The time, place and conditions of said election shall be as specified by separate resolution of this City Council . PASSED AND ADOPTED by the City Council of the City of Huntington adjourned Beach at a' regular meeting thereof held on the 25 day of June 1990 . Mayor AT EST: APPROVE A TO FORM: City Clerk City Attorney G /' REV I WED AND APPROVED: I N I T� ED A OVED: City Administrator Dir' ctor of(AdiAinistrat ' e rvices -3- 6162 Res. No. 6162 STATE OF CALIFORNIA COUNTY OF ORANGE ss : CITY OF HUNTINGTON BEACH ) I , CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular adjourned meeting thereof held on the 25th day of June 19 90 , by the following vote: AYES: Councilmembers: MacAllister, Mays, Bannister, Silva, Erskine NOES: Councilmembers : Winchell ABSENT: Councilmembers : Green City Clerk and ex-officio Cler of the City Council of the City of Huntington- Beach, California The foregoing instrument is a correct Copy of the original on file in this office. Attest At 19 9 CCINN19 BROCKWAY Qf� 'Cler arfd Ex-oifiicio Clark of the City Gmu f the Cltbi of Huntington Beach, CPU I �. ��-�� Depu.t< i RESOLUTION NO. 6163 A RESOLUTION CALLING SPECIAL ELECTION Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) The City Council of the City of Huntington Beach hereby resolves as follows : WHEREAS, on this date, this City Council adopted a resolution entitled "A Resolution of Formation of Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) , Authorizing the Levy of' a Special Tax Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy .of the Special Tax and the Establishment of the Appropriations Limit to the Qualified electors of the District" (the "Resolution of Formation" ) , ordering the formation of Community Facilities District No . 1990-1 (Goldenwest/Ellis area) (the "District" ) , authorizing the levy of a special tax on property within the District and preliminarily establishing an appropriations limit for the District, and a resolution entitled "A Resolution Determining the Necessity to Incur Bonded Indebtedness Within Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) and Submitting Proposition to the Qualified electors of the District" (the "Resolution to Incur Indebtedness" ) , determining the necessity to incur bonded indebtedness in the maximum aggregate .principal amount -of $2 , 500 , 000 . 00 upon the security of said special tax to be levied within the District; and pursuant to the provisions of said .resolutions , the propositions of -J the levy of said special tax, the establishment of the appropriations limit and the incurring of the bonded indebtedness shall be submitted to the qualified electors of the District as -1- required by the Mello-Roos Community Facilities Act of 1982, as amended (the "Act" ) . NOW, THEREFORE, IT IS HEREBY ORDERED as follows : SECTION 1 . Pursuant to Sections 53326 , 53353 . 5 and 53325 . 7 of the Act, the issues of the levy of said special tax, the incurring of bonded indebtedness and the establishment of said appropriations limit shall be submitted to the qualified electors of the District at an election called therefor as provided below. SECTION 2 . As authorized by Section 53353 . 5 of the Act , the three propositions described in paragraph 1 above shall be combined into a single ballot measure, the form of which is attached hereto as Exhibit "A" and by this reference incorporated herein. Said form of ballot is hereby approved . SECTION 3 .. This City Council hereby finds that fewer than 12 persons have been registered to vote within the territory of the 1 District for each of the ninety (90) days preceding the close of the public hearings heretofore conducted and concluded by this City Council for the purposes of these proceedings . Accordingly, and pursuant to Section 53326 of the Act , this City Council finds that for purposes of these proceedings the qualified electors are the landowners within the District and that the vote shall be by said landowners or their authorized representatives , each having one vote for each acre or portion thereof such landowner owns in the District as of the close of said public hearings . SECTION 4 . This City Council hereby calls a special election to consider the measure described in paragraph 2 above, which election shall be held on July 2 , 1990, in the City Council Chambers . The City Clerk is hereby designated as the official to conduct said election. It is hereby acknowledged that the City Clerk has on file -2- tiiti� i. ti the Resolution of Formation, a certified map of the proposed boundaries of the District, and a sufficient description to allow the City Clerk to determine the boundaries of the District . The voted ballots shall be returned to the City Clerk prior to 7 : 30 p .m. on July 2 , 1990 ; and when all of the qualified electors have voted the election shall be closed. SECTION 5 . Pursuant to Section 53327 of the Act , the election shall be conducted by mail ballot pursuant to Section 1340 of the California Elections Code . This City Council hereby finds that paragraphs (a) , (b) , (c) (1) , and (c) (3 ) of said Section 1340 are applicable to this special election. SECTION 6 . The City Clerk shall cause to be delivered to each of the qualified electors of the District a ballot in the form set forth in Exhibit "A" hereto . Each ballot shall indicate the number I of votes to be voted by the respective landowner to which it i pertains . Each ballot shall be accompanied by all supplies and written instructions necessary for the use and return of the ballot . The envelope to be used to return the ballots shall be enclosed with the ballot, have the return postage prepaid, and contain the following : (a) the name and address of the landowner, (b) a declaration, under penalty of perjury, stating that the voter is the owner of record or authorized representative of the landowner entitled to vote and i.s the person whose name appears on the envelope; (c) the printed name, signature and address of the voter, (d) the date .of signing and place of execution of the declaration pursuant to clause (b) above, and (e) a notice that the envelope contains an official ballot and -3- 6163 i is to be opened only by the canvassing board . Analysis and arguments with respect to the ballot measures are hereby waived, as provided in Section 53327 of the Act . SECTION 7 . The City Clerk shall accept the ballots of the qualified electors in the City Council Chambers on and prior to 7 : 30 p .m, on July 2 , 1990 , whether said ballots be personally delivered or received by mail . The City Clerk shall have available ballots which may be marked at said location on the election day by said qualified electors . SECTION 8 . This City Council hereby further finds that the provision of Section 53326 of the Act requiring a minimum of 90 days following the adoption of the Resolution of Formation to elapse before said special election is for the protection of the qualified electors of the District . There is on file with the City Clerk a written petition executed by the qualified electors of the District requesting a shortening of the time for said special election to expedite the process of formation of the District . Accordingly, this City Council finds and determines that the qualified electors have been fully apprised of and have agreed to the shortened time for the election and have thereby been fully protected in these proceedings . This City Council also finds and determines that the City Clerk has concurred in the shortened time for the election. SECTION 9 . The City Clerk is hereby directed to publish in a newspaper of general circulation circulating within the District a copy of this resolution and a copy of the Resolution to Incur Indebtedness , as soon as practicable after the date of adoption of this Resolution. -4- 6163 PASSED AND ADOPTED by the City Council of the City of Huntington adjourned Beach at b regular meeting thereof held on the 25th day i of June 1990 . Mayor ATTEST: APPROVED AS TO FORM: City.. Clerk City Attorney 6. a-8-c10 REVIEWED AND APPROVED: INITIATED,-AND APPR VED: ,/ld/ City Administrator Director of Ad inistrativ Ser ices s i i -5- F 1 r,] i EXHIBIT A CITY OF HUNTINGTON BEACH Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) OFFICIAL BALLOT SPECIAL TAX ELECTION (July 2 , 1990) This ballot is for a special , landowner election.- You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than 7 :30 p .m. on July 2 , 1990 , either by mail or in person. The City Clerk' s office is located at 2000 Main Street, Huntington Beach, California, 92648 . To vote, mark a cross (X) on the voting line after the word "YES" or after the word "NO" . All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void . If you wrongly mark, tear, or deface this ballot , return it to the City Clerk of the City of Huntington Beach and obtain another . BALLOT MEASURE: Shall the City of Huntington Beach incur an indebtedness and issue bonds in the maximum aggregate Yes : principal amount of $2 , 500 , 000 . 00, with interest at a rate or rates not to exceed No : the maximum interest rate permitted by law at the time of sale of such bonds on behalf of Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) (the "District" ) , the proceeds of which will be used to finance certain public street , water, sewer , storm drain, traffic control and fire station improvements and the undergrounding of utilities ; shall a special tax payable solely from lands within the District be levied annually upon lands within the District to pay for the principal and interest upon such bonds, the costs of the City in providing additional police and fire protection services and paramedic services within the District and the costs of the City in administering the District, and shall the annual appropriations limit of the District be established in the amount of $750 , 000 . 00? By execution in the space provided below,you also indicate your waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure, as such waivers are described and permitted by Section 53326 (a) and 53327(b) of the California Government Code . is+ Number of Votes : Property Owner : By: Its -6- CITY OF HUNTINGTON BEACH Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) OFFICIAL BALLOT SPECIAL TAX ELECTION (July 2, 1990) This ballot is for a special, landowner election. You must return this ballot in the enclosed . postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than . 7:30 p.m. on July 2, 1990, either by mail or in person. The City Clerk's office is located at 2000 Main Street,Huntington Beach, California, 92648. To vote, mark a cross (X) on the voting line after the word "YES" or after the word "NO". All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Huntington Beach and obtain another. BALLOT MEASURE:Shall the City of Huntington Beach incur an indebtedness and issue bonds in the maximum aggregate principal amount of $2,500,000, with. interest at a rate or rates not to exceed the maximum interest rate permitted by law at / the time of sale of such bonds on behalf of Yes: V Community Facilities District No. 1990-1 (Goldenwest/Elhs Area) (the "District"), the proceeds of which will be used to finance certain public street, water, sewer, storm drain, traffic control and fire station improvements.and the undergrounding of No: utilities; shall a special tax payable solely from lands within the District be levied annually upon lands within the District to pay for the principal and interest upon such bonds, the costs of the City in providing additional police and fire protection services and paramedic services within the District and the costs of the City in administering the District, and shall the annual appropriations limit of the District be established in the amount of$750,000? By execution in the space provided below, you also indicate your waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure, as such waivers are described and permitted by Section 53326(a) and 53327(b) of the California Government Code. Assessor's Parcel Number: 110-210-01 Number of Votes: 4 f Property Owner: William Landis By: Its: Address: 1900 Avenue of the Stars, Suite 1060 Los Angeles, CA 90067 The foregoing instrument is a correct Copy of the orig►naIon fife in this office. Attest A,U'S-� (0 19-4-6 City Cferr, andC'ETx`l-off:cto Clerk of the City Council of the City of Huntington Beach, Gal. Depu 7. Land Owner and Voter: Central Park #12, A California Limited Parnership 505 Park Ave. Balboa Island, CA 92662 FIRST CLASS MAIL TO: CITY CLERK CITY OF HUNTINGTON BEACH64 , 2000 MAIN STREET � n HUNTINGTON BEACH, CA 92648 r� d f I hereby declare under penalty of perjury that the r'; voter listed on the enclosed ballot is the owner of record or the authorized representative of the land owner entitled to vote said ballot. Executed on — Z`> / `i Attention: This envelope contains an official 1990, atn ballot and Is to be opened only by the canvassing California. board with respect to the City of Huntington Beach Community Facilities District No. 1990-1 (GoldenwesVEllis.Area) special election to be By / - •-�=" held on July 2, 1990. t Its: CITY OF HUNTINGTON BEACH Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) OFFICIAL BALLOT SPECIAL TAX ELECTION (July 2, 1990) This ballot is for a special, landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than 7:30 p.m. on July 2, 1990, either by mail or in person. The City Clerk's office is located at 2000 Main Street, Huntington Beach, California,.92648. To vote, mark a cross (X) on the voting line after the word "YES" or after the word "NO". All marks otherwise made are forbidden. -All distinguishing marks are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Huntington Beach and obtain another. BALLOT MEASURE:ShalI the City of Huntington Beach incur an indebtedness and issue bonds in the maximum aggregate principal amount of $2,500,000, with interest at a rate or rates not to exceed the maximum interest rate permitted by law at the time of sale of such bonds on behalf of Yes: Community Facilities District No. 1990-1 —� (Goldenwest/Ellis Area) (the "District"), the proceeds of which will be used to finance certain public street, water, sewer, storm drain, traffic control and fire station improvements and the undergrounding of No: utilities; shall a special tax payable solely from lands within the District be levied annually upon lands within the District to pay for the principal and interest upon such bonds, the costs of the City in providing additional police and fire protection-services and paramedic services within the District and the costs of the City in administering the District, and shall the annual appropriations limit of the District be established in the amount of$750,000? By execution in the space provided below, you also indicate your waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure, as such waivers are described and permitted by Section 53326(a) and 53327(b) of the California Government Code. Assessor's Parcel Number: 159-391-02 159-391-03 159-391-04 Number of Votes: 5 Property Owner: Central Par 2, A Califo is Li ited artners 'p By: Its: Address: 505 Park Ave. Balboa Island, CA 92662 The foregoing instrument is a correct copy of the original on file in this office. Attest (0 19 Qd CONNIY BROCKWAY City Clerf';and Ex-off icio Clerk of the City Council of " e City of Huntington Beach, Cal. Deput.N .j '1 Land Owner and Voter: " Central Park #15, A California Limited Parnership 505 Park Ave. FIRST CLASS MAIL Balboa Island, CA 92662 To: CITY CLERK CITY OF HUNTINGTON BEACH - 2000 MAIN STREET , HUNTINGTON BEACH, CA 92648 t o - I herebydeclare under penalty of perjury that the voter listed on the enclosed ballot is the owner of record or the authorized representative of the land owner entitled to vote said ballot. Executed on 1 ( 3 - AIIf317lip!]; This envelope contains an official 1990, at ( ballot and is to be opened only by the canvassing 130 `. California. board with respect to the City of Huntington Beach Community Facilities District No. 1990-1 i (GoktenwesVEllis Area) special election to be By: held on July 2, 1990. ' Its: l'.-•r ( I �.L�� r. CITY OF HUNTINGTON BEACH Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) OFFICIAL BALLOT SPECIAL TAX ELECTION (July 2, 1990) This ballot is for a special, landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than 7:30 p.m. on July 2, 1990, either by mail or in person. The City Clerk's office is located at 2060 Main Street,Huntington Beach, California, 92648. To vote, mark a cross (X) on the voting line after the word "YES" or after the word "NO". All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Huntington Beach and obtain another. BALLOT MEASURE:Shall the City of Huntington Beach incur an indebtedness and issue bonds in the maximum aggregate principal amount of $2,500,000, with interest at a rate or rates not to exceed the maximum interest rate permitted by law at the time of sale of such bonds on behalf of Yes: Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), the proceeds of which will be used to finance certain public street, water, sewer, storm drain, traffic control and fire station improvements and the undergrounding of No: utilities; shall a special tax payable solely from lands within the District be levied annually upon lands within the District to pay for the principal and interest upon such bonds, the costs of the City in providing additional police and fire protection services and paramedic services within the District and the costs of the City in administering the District, and shall the annual appropriations limit of the_ District be established in the amount of$750,000? By execution in the space provided below, you also indicate your waiver of the time limit pertaining to the conduct of the election and any requirement•for analysis and arguments with respect to the ballot measure, as such waivers are described and pernutted by Section 53326(a) and 53327(b) of the California Government Code. Assessor's Parcel Number: 110-200-10 110-200-11 Number of Votes: 5 Property Owner: Central P 15, 1 A Cali rnia Li ed Part rsh' By: Its: Address: 505 Park Ave. Balboa Island, CA 92662 The foreco;n�, i�;trument is a coyr :.;. copy of the' original on file;in this office. Attest %, 19�b .SC?MWE B 6CKWAY _ City Clerk and Ex-off icio Clerk of the City Council of the City of Huntington Beach, Cal. B DeputN Land Owner and Voter: i Emil Walter Plegel and Ruby Lucille Plegel, TrusteesL Bue Thomas Street a C 0 FIRST C L14S S M AI L Buen Park, A 9621 r - { To: CITY.CLERK ) - c z CITY OF-HUNTINGTON.BEACH _ b 2000':MAIN STREET, = x HUNTINGTON BEACH, CA 92648 �. t. F ' I hereby declare under penalty of perjury that the voter listed on the enclosed ballot is the owner of record or the authorized representative of the land owner entitled to vote said ballot 1 i Executed on Attention' This envelope contains an official 1990, y ballot and is to be opened only by the canvassing - - /� c"> alilornia. board with respect to the City of Huntington (� unity Fa Beach Comm citifies District No 1990-1 /�/t � (GaldenwesVEllis Area) special election to be _ AV- Am By: h �L L.Q held on July 2, 1990. Its: ^ 2 n dim " L- CITY OF HUNTINGTON BEACH Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) OFFICIAL BALLOT SPECIAL TAX ELECTION (July 2, 1990) This ballot is for a special, landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than 7:30 p.m. on July 2, 1990, either by mail or in person. The City Clerk's office is located at 2000 Main Street, Huntington Beach, California, 92648. To vote, mark a cross (X) on the voting line after the word "YES" or after the word "NO". All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Huntington Beach and obtain another. BALLOT MEASURE:Shall the City of Huntington Beach incur an indebtedness and issue bonds in the maximum aggregate principal amount of $2,500,000, with interest at a rate or rates not to exceed the maximum interest rate permitted by law at the time of sale of such bonds on behalf of Yes: Community Facilities District No., 1990-1 (Goldenwest/Ellis Area) (the "District"), the proceeds of which will be used to finance certain public street, water, sewer, storm drain, traffic control and fire station improvements and the undergrounding of No: utilities; shall a special tax payable solely from lands within the District be levied annually upon lands within the District to pay for the principal and interest upon such bonds, the costs of the City in providing additional police and fire protection services and paramedic services within the District and the costs of the City in administering the District, and shall the annual appropriations limit of the District be established in the amount of$750,000? By execution in the space provided below, you also indicate your waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure, as such waivers are described and permitted by Section 53326(a) and 53327(b) of the California Government Code. Assessor's Parcel Number: 110-200-05 110-200-04 Number of Votes: 8 Property Owner: Emil Walter Plegel and Ruby Lucille gel, Trustees By: Its: Address: 7071 Thomas Street Buena Park, CA 90621 HECORDED IN OFFICIAL } 90 . 368665 OF ORANGE COUNTY,CAL FORK A 2:30 P.M. JUL 12 1990 RECORDING REQUESTED .BY AND AFTER RECORDATION RETURN TO: Q.`1614W�RECORDER City Clerk This document is solely for the City of Huntington Beach official business of the City 20W Main Street of Huntington Beach, as oontem— Huntington Beach, CA 92648 plated under Government Code EXEMPT Sao. 8103 and ahould be reeorded C14 free or sharge. NOTICE OF SPECIAL TAX LIEN CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) Pursuant to the requirements of Section 3114.5 of the Streets and Highways Code of California and the Mello-Roos Community Facilities Act of 1982, as amended, section 53311, et. seq., of the California Government Code (the "Act"), the undersigned City Clerk of the City of Huntington Beach (the "City"), County of Orange, State of California, hereby gives notice that a lien to secure payment of a special tax which the City Council of the City is authorized to levy, is hereby imposed. The special tax secured by this lien is authorized to be levied for the purpose of paying principal and interest on bonds, the proceeds of which are being used to finance the acquisition and construction of public facilities and services described on Exhibit A attached hereto and hereby made a part hereof. The special tax is authorized to be levied within the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) which has now been officially formed and the lien of the special tax is a continuing lien which shall secure each annual levy of the special tax and which shall continue in force and effect until the special tax obligation is paid, permanently satisfied, and cancelled in accordance with law or until the special tax ceases to be levied and a notice of cessation of special tax is recorded. The rate, method of apportionment, and manner of collection of the authorized special tax is as set forth in Exhibit B attached hereto and hereby made a part hereof. Conditions under which the obligation to pay the special tax may be prepaid and permanently satisfied and the lien of the special tax cancelled are as follows: none. Notice is further given that upon the recording of this notice in the office of the County Recorder of the County of Orange, the obligation to pay the special tax levy shall become a lien upon all nonexempt real property within the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) in accordance with Section 3115.5 of the Streets and Highways Code of California. The name(s) of the owner(s) of the real property included within the area of this community facilities district as they appear on the latest secured assessment roll as of the date of recording of this notice or are otherwise known to the City are as set forth in Exhibit C attached hereto and hereby made a part hereof. Reference is made to the amended boundary map of the community facilities district recorded at Book 52 of Maps of Assessment and Community Facilities Districts at Page 9, in the office of the County Recorder for the County of Orange, State of California, which map is now the final boundary map of the community facilities district. C l The assessor's tax parcel(s) numbers of all parcels or any portion thereof which are included within the area of this community facilities district are as set forth in Exhibit C attached hereto. For further information concerning the current and estimated future tax liability of owners or purchasers of real property subject to this special tax lien, interested persons should contact the Director of Finance of the City of Huntington Beach, 2000 Main Street, Huntington Beach, California, 92648, telephone number(714) 536-5228. Dated: July , 1990. By: Z 3P— City Clerk, City of Huntington Beach STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: On this qTN day of 19 _ 0 before me, a Notary Public in and for said Co ty fnd State, personally appeared known to me to be the City Clerk Of the City of Huntingto�i Beach, the municipal corporation that executed the within instrument, known to me to be the person who executed the within instrument on behalf of said municipal corporation and acknowledged to me that such municipal corporation executed the same. Sf,qJo Via. y OFFICIAL SEAL MA L ETCLIF N NOTARY PUBLIC - CALIFORNIA ORANGE COUNTY My comm. expires MAY 11, 1993 -2- t t EXHIBIT A CITY OF Huntington Beach COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) PUBLIC FACILITIES TO BE PROVIDED BY COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) FACILITIES TO BE FINANCED Improvements to Ellis Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. Improvements to Golden West Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. Improvements to Quarterhorse Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. Improvements to Saddleback Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. Improvements to Edwards Street in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. Water and sewer system improvements along Ellis Avenue, Quarterhorse Lane and Saddleback Lane in the vicinity of the District, including related improvements. Undergrounding of utilities along one or more of the foregoing streets in the vicinity of the District, including any related work. Fire station improvements, including construction and related costs. Acquisition of emergency vehicle traffic interruption devices. SERVICES TO BE PROVIDED Police and Fire protection services, Paramedic services, in each case in addition to those currently provided in the District. A-1 r r s OTHER Costs of engineering, design, planning and coordination related to the above-listed facilities. Bond related expenses, including underwriters discount, reserve fund, capitalized interest, bond counsel and all other incidental expenses. Administrative fees of the.City and the Bond trustee or fiscal agent related to the District and the Bonds. A-2 EXHIBIT B CITY OF HliNTINGTON BEACH COMITUN11TY FACILITIES DISTRICT NO. t990-1 (Golde►iwest/Ellis Area) RATE AND METHOD OF APPORTIONINTENTOF THE SPECIALTAX The. Special'Iax to be levied by the Finance Director of the City on behalf of the District each Fiscal Year on all parcels within the District in an amount equal to the :Maximum Special Tax, less any Services Credit, as such terins are defined below. Or. March 1 of each year all taxable Parcels within the District shall be categorized by the Finance Director either as Developed Parcels. or Undeveloped Parcels, and shall be subject to a Special Tax in accordance with the Rate and Method of Apportionment.=.pecified be!ow. Undeveloped Parcels A Special Tax shall be levied on each Undeveloped Parcel as follows: (Taxable. . F-. of Parcel X Maximum) Services _ Special (Taxable Se. Ft.of District Special Tax) Credit Tax Developed Parcels A Specie.I Tax shall be levied on each Developed Parcel as follows: 1 ) (Maximum _ Total Special Tax Levied X Total Number of) _ Services = Special (Special Tat on L;rdevelooed Parcels Developed Parcels) Credit Tax Definitions Act means the Mello-Roos Community Facilities Act of 1982,as amended. The Bonds means the City of Huntington Beach Community Faci!ities District -No. 1.990-1 (Goldenwest:'Ellis Area) 1990 Special Tax Bonds, and any other bonds of the District payable from the Special Tax. The City weans the City of 11 tint ington Beach,California. Developed Parcel (1) is any Parcel that is within the boundaries of the District based on the latest available equalized rolls of the County of Orange as of :March 1 of the applicable year which is not exempt from the Special Tax pursuant to Section 53311,et seq.of the California Government Code,(2) is not greater than 50,000 square feet in total square footage and (3) with respect to which a building permit for P.'Aingle family dwelling has been issued as of March 1 of the current year. 1 The District is ComnnuniLv Vacd;ties District No. 1990-1 (Goldenwest"F Ills Area) of the City Of Huntington Beach,California. Fiscal Agent means the fiscal agent for the Bonds appointed under the Fiscal Agent Agreement. Fiscal Agent Agreement means the aurcenient by that nanne approved by the Rez:oh,.Iion -.)f Issuance. FiscalYear I and ending the rol lowing J one 30. Nlaximuni Special Tax is an amoun, for any Fiscal Year equal to $264,000. Resolution of Issuance is an. Re-zolution adop:1ed by the City Council of the City aUthoriz;nr; the issuance or Bondz. Services Credit is an arnount equal to any proceeds of the Special Tax Levied within the District which has been allocated by the City to the payment of police and fire protection services and..,'O,- paramedic services authorized under the Act which have not been expended for such purpose by the last day of the prior Fiscal Year. Special Tax is any tax authorized by Section 53340 of the California Government Code adopted by Ordinance of the City and levied within the District. Taxable Square Footage of Parcels is all of the area within any Parcel within the D;-.z,,r:ct which is not exempt from the Special Tax pursuant to Section 53311, et. seq. of the California Government Code. Total Taxable Square Footage of the District means the aggregate Taxable Square Footage all Parcels within the District. Undeveloped Parcel is anv Parcel within the boundaries of the District (based on the latest equalized rolls of the County of Orange as of March 1 of each year] which is not a Developed Parcel, and is not exempt from the Special Tax under the provisions of the Act. 2 r EXHIBIT C CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds ASSESSOR'S PARCEL NUMBERS AND OWNERS OF LAND WITHIN COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWESVELLIS AREA) Assessor's Parcel Nos. Names of Property Owners 110-200-015 Southwest Diversified/Coscan Partners, 110-200-016 a California General Partnership 18400 Vonkerman, Suite 400 Irvine, CA 92715 110-210-02 Central Park#17, 110-210-04 a California Limited Partnership 505 Park Ave. Balboa Island, CA 92662 159-391-01 Central Park#8, A California Limited Partnership 505 Park Ave. Balboa Island, CA 92662 159-391-02 Central Park#12, 159-391-03 A California Limited Partnership 159-391-04 505 Park Ave. Balboa Island, CA 92662 110-200-10 Central Park#15, 110-200-11 A California Limited Partnership 505 Park Ave. Balboa Island, CA 92662 110-200-05 Emil Walter Plegel and 110-200-04 Ruby Lucille Plegel,Trustees 7071 Thomas Street Buena Park, CA 90621 C-1 Assessor's Parcel Nos, Names of Property Owners 110-200-23 Central Park#13, a California Limited Partnership 505 Park Ave. Balboa Island, CA 92662 110-210-01 William Landis 1900 Avenue of the Stars, Suite 1060 Los Angeles, CA 90067 J7375 ,i C-2 The foregoing instrument is a correct copy of the original on file in th is office. Attest III co vd- 2a 19 10 CONNIE AOCKWAY City Cler'and Ex-off icio Clerk of the City Council of the City of Huntington Beach, Cal. By _.GAG-�C�%�� Deputy Y- A RESOLUTION NO. 6174 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS OF THE CITY OF HUNTINGTON BEACH FOR COMMUNITY FACILITIES DISTRICT NO . 1990-1 (GOLDENWEST/ELLIS AREA) , APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) The City Council of the City of Huntington Beach hereby resolves as follows : WHEREAS, this City Council has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982 , as amended (the "Act" ) , to form Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) (the "District" ) , to authorize the levy of special taxes upon the land within the District , and to issue bonds secured by said special taxes the proceeds of which are to be used to finance certain facilities (the "Facilities" ) , and there have been submitted to this City Council certain documents providing for the issuance of bonds of the City for the District and the use of the proceeds of those bonds to finance the Facilities and pay the costs of providing certain services within the District , and this City Council , with the aid of its staff , has reviewed said documents and found them to be in proper order; and all conditions , things and acts required to exist , to have happened and to have been performed precedent to and in the issuance of said bonds and the levy of said special taxes as contemplated by this Resolution and s the documents referred to herein exist , have happened and have been performed in due time, form and manner as required by the laws of the State of California , including the Act . / -1- NOW, THEREFORE, IT IS HEREBY ORDERED as follows.: SECTION 1 . Pursuant to the Act , this Resolution and the Fiscal Agent Agreement (hereafter defined) , special tax bonds of the City for the District designated as "City of Huntington Beach Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds" (the "Bonds" ) in an aggregate principal amount not to exceed $2 , 500 , 000 . 00 are hereby authorized to be issued . The Bonds shall. be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement . SECTION 2 . The proposed form of Fiscal Agent Agreement (the "Fiscal Agent Agreement" ) with respect to the Bonds in the form presented to this City Council at this meeting , is hereby approved . The City Administrator is hereby authorized and directed to execute and deliver the Fiscal Agent Agreement in substantially said form, with such additions thereto or changes therein as are approved by the City Administrator upon consultation with Bond Counsel including such additions or changes as are necessary or advisable in accordance with Section 8 hereof (provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $2 , 500 , 000 . 00 , result in an initial true interest cost on the Bonds in excess of 10% per annum or result in an underwriter ' s discount in excess of 3% of the aggregate principal amount of the Bonds) , the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by the City. The date, manner of payment , interest rate l or rates , interest payment dates , denominations , form, registration =! privileges , manner of execution, place of payment , terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed. The terms and -2- provisions of the Fiscal Agent Agreement are incorporated herein by this reference as if fully set forth herein. SECTION 3 . The proposed form of purchase contract (the "purchase contract" ) between the City and Chilton & O ' Connor, Inc . ( the "Underwriter" ) , in the form presented to this meeting , is hereby approved . The City Administrator is hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of the Underwriter to purchase the Bonds contained in the purchase contract (when such offer is made and if such offer is consistent with Section 2 hereof) and to execute and deliver said purchase contract in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Bond Counsel , the approval of such additions or changes to be conclusively evidenced by the execution and delivery I by the City of said purchase contract . This City Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the purchase contract will result in a lower overall cost . SECTION 4 . The proposed form of official statement relating to the Bonds ( the "Official Statement" ) , in the form presented to this meeting, is hereby approved . The City Administrator is hereby authorized and directed, for and in the name and on behalf of the City, to execute the Official Statement in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Bond Counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Official Statement . The Underwriter is hereby authorized to distribute copies of said Official Statement to, persons who may be interested -3- 1 4 in the purchase of the Bonds and are directed to deliver such copies to all actual purchasers of the Bonds . Distribution by the Underwriter of a preliminary official statement relating to the Bonds is hereby approved and authorized . The City Administrator is hereby authorized to execute one or more certificates to the effect that such preliminary official statements and the Official Statement were deemed " final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934 , and is authorized to so deem such statements final . SECTION 5 . The City hereby covenants , for the benefit of the Bondowners , to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds , said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement . SECTION 6 . The proposed form of acquisition agreement (the "Acquisition Agreement" ) relating to certain of the improvements to be financed with the proceeds of the Bonds , in the form presented to this City Council at this meeting , is hereby approved . The City Administrator is hereby authorized and directed to execute and deliver said Acquisition Agreement in substantially said form, with such additions thereto_ or changes therein as are recommended or approved by the City Administrator upon consultation with Bond Counsel (including such additions or changes therein as are necessary or advisable in accordance with Section 8 hereof , the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Acquisition Agreement . -4- SECTION 7 . The Bonds , when executed, shall be delivered to the Fiscal Agent for authentication . The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent ' s certificate of authentication and registration appearing thereon, and to deliver the Bonds , when duly executed and authenticated , to the Underwriter in accordance with written instructions executed on behalf of the City by the City Administrator , which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Fiscal Agent . Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the purchase contract , upon payment of the purchase price therefor . SECTION B . All actions heretofore taken by the officers and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates , agreements and other documents , which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement , and other document described in the documents herein approved . SECTION 9 . This resolution shall take effect thirty days from and after its adoption. -5- PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 2nd day Of July 1990 . Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorney p„ ---i�)-G\v REVIEWED AND APPROVED : INITIATED AND APPROVED: City Administ r Director of' A minis aE e Services -6- Res. No. 6174 STATE OF CALIFORNIA COUNTY OF ORANGE ss : CITY OF HUNTINGTON BEACH ) I , CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the L0nd day Of July 19 90 by the following vote: 3 AYES: Councilmembers : f-lacAllister, Winchell , Green , Mays , Bannister, Silva , Erskine NOES: Councilmembers : None ABSENT: Councilmembers : None City Cler7 and ex-offi lo Clerk of the City Council of the City of Huntington Beach, California The foregoing instrument is a correct copy of the original on file in this office. Attest 6 Lg R0 CON BROCKWAY City Cie Council of t City of Huntingrorl bv:auun, Cal. B Depu#1 ORDINANCE NO . 3050 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH LEVYING SPECIAL TAXES WITHIN COMMUNITY FACILITIES DISTRICT NO . 1990-1 (GOLDENWEST/ELLIS AREA) Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) WHEREAS, on May 7 , 1990 , this City Council adopted a resolution entitled "A Resolution of Intention to Establish Community Facilities District and to Authorize the Levy of Special Taxes Pursuant to the Mello-Roos Community Facilities Act of 1982" stating its intention to establish Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) (the "District" ) pursuant to the Mello-Roos Community Facilities Act of 1982 , as amended (the "Act" ) , to finance -e certain facilities (the "Facilities" ) and to pay the costs of providing certain services (the "Services" ) , and this City Council has held a noticed public hearing as required by Act relative to the determination to proceed with the formation of the District and subsequent to said hearing , this City Council adopted resolutions entitled "A Resolution of Formation of Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) , Authorizing the Levy of a Special Tax Within the District , Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors of the District" ( the "Resolution of Formation" ) , "A Resolution Determining the Necessity to Incur Bonded Indebtedness Within Community Facilities District No . 1990-1 (Goldenwest/Ellis Area) and Submitting Proposition to the Qualified Electors of the District" and "A Resolution Calling Special Election, " which resolutions established the District , authorized the levy of a -1- special tax with the District , and called an election within the District on the proposition of incurring indebtedness , levying a special tax, and establishing an appropriations limit within the District , respectively; and an election was held within the District in which the eligible landowner electors approved said propositions by more than the two-thirds vote required by the Act . NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ORDAINS as follows : SECTION 1 . By the passage of this Ordinance this City Council hereby authorizes and levies special taxes within the District pursuant to California Government Code Sections 53328 and 53340 , at the rate and in accordance with the formula set forth in the .Resolution of Formation which Resolution of Formation is by this reference incorporated herein . The .special taxes are hereby levied I commencing in fiscal year 1991-1992 and in each fiscal year thereafter until the later of ( i ) payment in full of any bonds of the City issued for the District (the "Bonds" ) and all cost of administering the District or ( ii ) a determination by the City Council that there is no further need for the District to contribute to the payment of the costs of the Services . SECTION 2 . The Finance Director of the City is hereby authorized and directed each fiscal year to determine the specific special tax rate and amount to be levied for the next ensuing fiscal year for each parcel of real property within the District , in the manner and as provided in the Resolution of Formation . SECTION 3 . Properties or entities of the State, federal or 'A local governments shall be exempt from any levy of the special taxes . In no event shall the special taxes be levied on any parcel within the District in excess of the maximum tax specified in the -2- Resolution of Formation . SECTION 4 . All of the collections of the special tax shall be used as provided for in the Act and in the Resolution of Formation including , but not limited to , the payment of principal and interest on the Bonds , the replenishment of the reserve fund for the Bonds , the payment of the costs of the City in providing the Services and in administering the District , and the costs of collecting and administering the special tax . SECTION 5 . The special taxes shall be collected in the same manner as ordinary ad valorem taxes are collected and shall have the same lien priority, and be subject to the same penalties and the same procedure and sale in cases of delinquency as provided for ad valorem taxes . In addition, the provisions of Section 53356 . 1 of the Act shall apply to delinquent special tax payments . The Finance Director of the City is hereby authorized and directed to provide all necessary information to the auditor/tax collector of the County of Orange in order to effect proper billing and collection of the special tax, so that the special tax shall be included oo the secured property tax roll of the County of Orange for fiscal year 1991-1992 and for each fiscal year thereafter until the Bonds are paid in full . SECTION 6 . If for any reason any portion of this ordinance is found to be invalid, or if the special tax is found inapplicable to any particular parcel within the District , by a Court of competent jurisdiction, the balance of this ordinance and the application of the special tax to the remaining parcels within the District shall not be affected . SECTION 7 . The Mayor shall sign this Ordinance and the City Clerk shall cause the same to be published within fifteen ( 15) days after its passage at least once in a newspaper of general -3- circulation published and circulated in the City. SECTION 8 . This Ordinance shall take effect 30 days from the date of final passage . PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 16th day of July 1990 . Mayor ATTEST : APPROVED AS TO FORM: City Clerk City Attor�a 1 REVIEWED AND APPROVED : INITIA D AND APPROVED : A<z o-7), City Adminis ra Director of I.Adm nistrat ve Se vices : 1 -4- Ord, No. 3050 STATE OF CALIFORNIA ) COUNTY OF ORANGE ss : CITY OF HUNTINGTON BEACH I , CONNIE BROCKIJAY , the duly elected , qualified City Clerk of the City of Huntington Beach and ex-officio Clerk of the City Council of the said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing ordinance was read to said City. Council at a regular --meeting therof held on the 2nd day of July 19 90 , and was again read- to said City Council at a regular meeting therof held on the 16th day of July , 19 90 and was passed and adopted by the affirmative vote of at least a majority of t all the members of said City Council . AYES: CoUncilmembers : MacAllister, winchell, Green, Mays, Silva NOES: Councilmembers : None ABSENT: Councilmembers : Bannister, Erskine out of room City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California The foregoing instrument is a corroct copy of the original on file in this office. Attest ._rr- jN1F_BBMKMY._-__._ City Clerk aid Ex-offcio Clerk of the City, Council 0 th:. City of Huntington Beach, .,alif�rr;i B, �� Deputy t FL48LI NOTICE -� PUBLIC NOTICE PUBLIC NOTICE ., PUBLIC ZICI._ ORDINANCE NO.3050 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH LEVYING SPECIAL TAXES WITHIN COMMUNITY FACILITIES DISTRICT NO.1990-1(GOLDENWEST/ELLIS AREA) Community Facilities District No.1990-1 (Goldenwest/Ellis Area) WHEREAS,_on May 7, 1990,this City Council adopted.a resolution entitled "A Resolution of Intention to Establish Community Facilities District and to Authorize the Levy of Special Taxes Pursuant to the Mello-Roos Community Facilities Act of 1982" stating Its Intention to establish Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)(the"District")pursuant to the - Mcllo-Roos Community Facilities Act of 1982,as amended(the"Act"),to finance certain facilities (the"Facilities")and to pay the costs of providing certain services(the"Services").and this City Council has held a noticed public hearing as required by Act relative to the determination to proceed with the formation of the District and subsequent to said hearing,:this City Council adopted resolutions entitled "A Resolution of Formation of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area),Authorizing the Levy of a Special Tax Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the -Establishment of the Appropriations Limit to the Qualified Electors of the District"(the"Resolution of Formation'), "A Resolution Determining the Necessity to Incur Bonded Indebtedness Within Community Facilities District No.1990-1(Goldenwest/Ellis Area)and Submitting Proposition to the Qualified Electors of the District"and Submitting Proposition to the Qualified Electors of the District" and"A Resolution Calling Special Election,"which resolutions established the district,authorized the levy of a special tax with the District,and called an election within the District on the proposition of Incurring Indebtedness,levying a special tax,and establishing an appropriations limit within the District,respectively;and an election was held within the District in which the eligible landowner -electors approved said propositions by more than the two-thirds vote required by the Act. NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ORDAINS as follows: i SECTION 1.By the passage of this Ordinance this City Council hereby authorizes"and levies special taxes within the District pursuant to California Government Code Sections 53328 and 53340,at the rate and in accordance with the formula set forth in the Resolution of Formation which Resolution of Formation is by this reference incorporated herein.The special taxes are hereby levied commencing in the fiscal year 1991-1992 and in each fiscal.year thereafter untif the later of(I) payment in full of any bonds of the City Issued for the District (the"Bonds")and all cost of administering the District of(11)a determination by the.City Council that there is no further need for the District to contribute to the payment of the costs of the Services. SECTION 2.The Finance Director of the City is hereby authorized and directed each fiscal year to determine the specific special tax rate and amount to be levied for the next ensuing fiscal year for each parcel of real property within the District,in the manner and as provided in the Resolution of Formation. SECTION 3.Properties or entitles of the State,federal or local governments shall be exempt from any levy of the special taxes.In no event shall the special taxes be levied on,any parcel within the District in excess of the maximum tax specified In the Resolution of Formation. SECTION 4.All of'the'collections of the special tax shall be used as provided for in the Act and in the.Resolution of Formation including,but not limited to,the payment of principal and interest on the Bonds,the replenishment of the reserve fund for the Bonds,the payment of the costs of the City in providing the Services and in administering the District,and the costs of collecting and administering the special tax. SECTION 5.The special faxes shall be collected In the same manner as ordinary ad valorem taxes are collected and shall have the same lien priority,and be subject to the same penalties and the same procedure and sale in cases of delinquency as provided for ad valorem taxes.In addition, the provisions of Section 53356.1 of the Act shall apply to delinquent special tax payments.The Finance Director of,the City.is hereby authorized and directed to provide all necessary Information to the auditor/tax collector of the County of.Orange.in order to effect proper billing and collection of the `special tax;so that tfie special tax shall be Included on the secured property tax roll of the County of Orange for fiscal year 1991-1992 and for each fiscal year thereafter until the Bonds are paid in full. SECTION 6.If for any reason any portion of this ordinance Is found to be Invalid,or if the special tax is found Inapplicable to any particular parcel within the District, by a Court of competent jurisdiction,the balance of this ordinance and the application of the special tax to the remaining parcels within the District shall not be,affected. SECTION,7'The Mayor shall sign this Ordinance and the City Clerk shall cause the same to be published within fifteen(15)days after Its passage at lease once in a newpaper of general circulation published and circulated in theCity..' SECTION 8.This Ordinance shall take effect 30 days from the date of final passage. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting " thereof held on the 16th day of July,1990. _ Thomas J.Mays .:Mayor STATE OF"CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH I,CON NIE BROCKWAY,the duly elected,'quelified City Clerk of the City of Huntington Beach and I ex-officio Clerk of the City Council of the said City do hereby certify that the whole number of members of the City Council of the City-of Huntington Beach is seven;that the foregoing ordinance was read to said City Council at a regular meeting thereof held on the 2nd day ,of July,1990,and was again read to said City Council at a regular meeting thereof held on the 161h day of July,1990,and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council. - ;'T .. v-:T n_T =: :�c _-• " AYES:Councilmembers:MacAllister,Winchell,Green,Mays,Silva NOES:Councilmembers:None ABSENT:Councilmembers:Bannister,Erskine out of room. Connle Brockway. -y City Clerk and ex-otficlon Clerk of the City Council of the City of Huntington Beach,California Published Orange Coast Daily Pilot July 24,1990 _ ' ' 1064 Authorized to Publish Advertisements of all kinds including public notices by Decree of the Superior Court of Orange County, California, Number A-6214, September 29, 1961, and A-24831 June 11, 1963 r STATE OF CALIFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal clerk of the ORANGE COAST DAILY PILOT, a newspaper of general circulation, printed and published in the City of Costa Mesa, County of Orange, State of California, and that attached Notice is a true and complete copy as was printed and published in the Costa Mesa, Newport Beach, Huntington Beach, Fountain Valley, Irvine, the South Coast communities.and Laguna Beach issues of said newspaper to wit the issue(s) of: July 24 , 1990 I declare, under penalty of perjury, that the foregoing is true and correct. Executed on July 24 , ; 1990 at Costa Mesa, California. Signature PROOF OF PUBLICATION The foregoing instrument is a correct copy of the original on file in this office. Attest (o 19-b City Clern and Ex-off icio Clerk of the City Council of the Clty of Huntingteri Beach, Cal. B _ DepuU EM R G A ROD GUNN ASSOCIATES, I N C. CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) CERTIFICATE OF MAILING I, Rod Gunn, hereby state and certify: That for and on behalf of the City of Huntington Beach on May 18, 1990, I caused to be mailed by UPS Next Day Air a Report of Proposed Debt Issuance and on July 27, 1990, I caused to be mailed by UPS Next Day Air a Report of Final Sale pertaining to the above-captioned Bonds to the California Debt Advisory Commission at 915 Capitol Mall, Room 400, Sacramento, California 95814. Copies of these reports are attached hereto. Dated: August 9, 1990 By: Rod Gunn, Principal RoU Gu�N 3010 OLu RANCH PKWY SUITE 330 SUZANNE QUINN, CPA SEAL BEACH, CA 90740-2750 LIN'- DUFI'Y 213-598.7677 FAX 213-431-5446 REPORT OF PROPOSED DEBT ISSUANCE CaWwnia Debt Advisory Camninioa 91S Capital Mall,Room 400,Sacramento,CA 9SS14 P.O.Box%2W,Sacramento,CA 94209-0001 (916)324-258S ompletion and timely submittal of this form to the California Debt Advisory Commission (CDAC) at the above address will assure your .:ompliance with existing California State law and will assist in the maintenance of a complete data base.Thank you for your cooperation.' NAME OF ISSUER: CITY OF HUNTINGTON BEACH ADDRESS OF ISSUER: 2000 Main Street, Huntington Beach, CA 92648 COUNTY: Orange PROPOSED SALE DATE: 0 6/2 7/9 0 TYPE OF SALE: ❑ Competitive ® Negotiated PROPOSED PRINCIPAL TO BE SOLD: $ 2 , 875,000 DOES THE ISSUER INTEND TO SELL THE DEBT ISSUE IN A FOREIGN CURRENCY?2 ® No ❑ Yes IS THE INTEREST ON THE DEBT EXEMPT FROM TAXATION? Under State law: ❑ NO(taxable) YES(tax-exempt) Under Federal law: ❑ NO(taxable) ® YES(tax-exempt)If the issue is Federally tax-exempt,is interest a specific preference item for the urpose of alternative minimum tax? Yes,preference item © No,not a preference item IS ANY PORTION OF THE DEBT FOR REFUNDING?3 No ❑ Yes,proposed amount for refunding $ TYPE OF DEBT INSTRUMENT NOTE BOND ❑ Tax anticipation(T101) ❑ General obligation(T201) ❑ Tax and revenue anticipation(T102) ❑ Limited tax obligation(T202) ❑ Revenue anticipation(T103) ❑ Revenue(Public enterprise)(T203) ❑ Bond anticipation(T104) ❑ Conduit revenue(Private obligor)(T204) ❑ Grant anticipation(T105) ❑ Special assessment(T205) ❑ Tax allocation(T106) ❑ Tax allocation(T206) ❑ Other note(Please specify below.)(T107) ❑ Public lease revenue(T207) ® Other bond(Please specify below.)(T208) ❑ FINANCING LEASE(T301) ❑ COMMERCIAL PAPER(T401) ❑ CERTIFICATES OF PARTICIPATION(T501) ❑ OTHER(Please specify below.)(T601) Please specify if"Other note/Other bond/OTHER"was checked: Special Tax Bond SOURCE(S)OF REPAYMENT ❑ Public enterprise revenues(S101) ❑ Tax-increment(S106) ❑ Private obligor payments(S102) ❑ Special assessments(S107) ❑ Bond proceeds(S103) ® Special tax revenues(S108) ❑ Grants(S104) ❑ Property tax revenues(S109) ❑ Intergovernmental transfers other than grants(S105) ❑ General fund of issuing jurisdiction(S110) Other(Please specify.)(S111): Section 8855(g)of the California Government Code requires the issuer of any proposed new public debt issue to give written notice of the proposed sale to the CDACno laterthan 30 daysprior to the sale 2 Section 5922(b)of the Cah;fornia Government Code requires the issuer to report 30 days prior to sak if the issuer intends to issue bonds payable in a currency other than lawful money of the United States of America 3 Section 53583(cX2)(B)of the California Government Code requires that any local agency selling refunding bonds at privatesale oron a negotiated basis shall send a written statement within two weeks after the bonds are sold to the CDAC explaining the reasons why the local agency determined to self the bonds at private sale or on a negotiated basis instead of at public sale 5/88 it CDAC:Report of Proposed Debt Issuance - Page 2 PURPOSE(S)OF FINANCING ❑ Cash-flow,interim financing(P101) ❑. Airport(P401) ❑ Ports and marinas(P402) ❑ Single-family housing(P201)• ❑ Recreation and sports facilities (P403) ❑ Multifamily housing(P203)4 ❑ Parks/open space(P419) ❑ College/university housing(P204) ❑ Power generation/transmission(P404) ❑ Parking.(P405) _ ❑ Hospital(P301) ❑ Convention center(P406) ❑ Health care facilities(P302) ❑ Solid waste recovery facilities(P407) ❑ Other/multiple health care purposes(equipment,etc.)(P303) ❑._ Equipment(P408) ❑ Flood control/storm drainage(P409) ❑ K-12 school facility(P501) ❑ Water supply/storage/distribution(P410) ❑ College/university facility(P502) ❑ Wastewater collection and treatment(P411) ❑ Student loans(P504) ❑ Public transit(P412) ❑ Other/multiple educational uses(equipment,etc.)(P503) ❑ Bridges and highways(P413) ❑ Public building(P414) ❑ Redevelopment,multiple uses(P601) ® Street construction and improvements(P415) ❑ Prisons/jails/correctional facilities(P418) ❑ Pollution control(P701) ❑ Multiple capital improvements and public works(P416) ❑ Commercial development(P703) ❑ Other capital improvements and public works(P417) ❑ Industrial development(P704) ❑ Other than listed above(P901) Please specify type/name of project: Community Facilities District No. 1990-1 (Goldenwest/ Ellis Area) - BOND COUNSEL- Jones Hall Hill & White FINANCIAL ADVISOR: Rod Gunn Associates, Inc. LEAD UNDERWRITER: Chilton & O'Connor, Inc. (or PURCHASER: or PLACEMENT AGENT: ) Name of individual(representing❑ Bond Counsel, ❑ Issuer, ® Financial Advisor,or ❑ Lead Underwriter)who completed this form and may be contacted for information: Name: Rod Gunn Firm/Agency: Rod Gunn Associates, Inc. Address: 3010 Old Ranch Parkway, Suite 330 , Seal Beach, CA 90740 Phone: ( 213 ) 5 9 8-7 6 7 7 Date of Completion:- 0 5/18/9 0 Contact person at issuing jurisdiction,if different from above: Name: Robert Franz Title: Deputy City Administrator Address: 2000 Main Street, Huntington Beach, CA 92648 Phone: (714 ) 536-5236 'Certain local government issuers of housing bonds are required to obtain a certification from the State Treasurer attesting to their compliance with the State housing reporting requirements prior to issuance of the bonds to finance single-or multifamily housing. 5/88 - STATE OF CALIFORNIA CALIFORNIA DEBT ADVISORY COMMISSION MEMBERS 16 CAPITOL MALL, ROOM 400 7haeus W.Hayes ,.O. BOX 942800 Sate Trasum SACRAMENTO, CALIFORNIA 94209.0001 TELEPHONE: (916) 324.2585 �O Date: May 22, 1990 - - S �Ca�„tnauer Robert G.Beverly Sate Senator NeMon R.RMCB TO: Rod Gunn Sate Senator sts Rod Gunn Associates, Inc. JS Assemblyman 3 010 Old Ranch Parkway,Ste. 330 Petrick I.Nolan Seal Beach, CA 90740 SateAstem4mon Thomas C.Rupert Trarurer,City of Torrance Richard B.Dixon FROM: CALIFORNIA DEBT ADVISORY COMMISSION Chief Admints"a"ol Pcer County of Los Angeles SUBJECT: Acknowledgment of Report of Proposed Debt Issuance Section 8855(g) of the California Government Code requires written notice to be given to the California Debt Advisory Commission not later than 30 days prior to the proposed sale of any public agency debt issue. The California Debt Advisory Commission (CDAC) acknowledges your written notice ofthe following proposed debt issuance: CDAC Number: 90-0415 Issuer: CITY OF HUNTINGTON BEACH Proposed Amount: $2,875, 000 Proposed Sale Date: June 27, 1990 Date Notice Received: May 21, 1990 Please submit the "Report of Final Sale" and the Official Statement (or offering circular) on this issue after the sale is completed. Any questions regarding reporting requirements may be directed to the CDAC staff at (916) 324-2585. cc: Robert Franz, Dep.City Administrator CDAC t. 900415 REPORT OF FINAL SALE Cafforok Debt Advisory Cammissim 913 Capitol Wk Roam 400,Saawmento,CA M14 P.O.Box%21109,Sacramento,CA 942094MI (916)324-2595 Completion of this form is requested to provide information which was not available when the"Report of Proposed Debt Issuance"was filed with the CDAC or to verify information which was reported as"proposed"AdditlonaBy,please send a copy of the onidal statement(or offering dredar) with this form to the CDAC. NAME OFISSUEIL- City of Huntington Beach ISM NAME- Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds) OFFICIAL STATEMENT: ❑ Enclosed ® To be sent ❑ None available SALE DATE: 07/2 4/90 pRINCEPA,AMOUNT SOLD s 2,400,000 IS THE DEBT ISSUE DENOMINATED IN A FOREIGN CURRENCY'! ❑ No ❑ Yes,type of foreign.currency IS THE INTEREST ON THE DEBT EXEMPT FROM TAXATION? Under State law:. ❑ NO-(taxable) nX YES(tax-exempt) Under Federal law: ❑ NO(taxable) YES(tax-exempt)If the issue is federally tax-exempt,is interest a specific preference item for the J!%Wse of alternative minimum tax?. Yes,preference item . ® No,not a preference item 'S ANY PORTION OF THE DEBT FOR REFUNDING?l No ❑ Yes;amount of this issue(including costs)which is for refunding of existing debt S UNDERWRITER OR PURCHASER: Chilton & O'Connor, Inc. ANANCIALADVISOR• Rod Gunn Associates, Inc. INDICATE CREDIT RATING. (For example,"AAA„or"Aaa'j ❑ RATED Standard&Poor's: Fitch: Moody's: Other. ® NOT RATED WAS THE ISSUE INSURED OR GUARANTEED? ,❑X No ❑ Bond insurance ❑ Letter(s)of credit ❑ Other GUARANTOR'S NAME: N/A INTEREST COST: 7.765 % ® TIC ❑ NIC ❑ Variable(Please specify.) IF NEGOTIATED SALE,INDICATE GROSS SPREAD: $42,000 FINANCIAL ADVISOR FEE:. $23,000 BOND COUNSEL FEE: $34,000 OTHER COSTS OF ISSUANCE PAID BY THE ISSUER:(For example,advertising,printing,bond registration,bond rating,etc.Please specify mount and purpose.) See Attached i t Section 53583(cX2XB)of the California Government Code requires that any local agency selling refunding bonds at private sale or on a negotiated basis shall send a written statement,within two weeks after the bonds are sold to the CDAC explaining the reasons why the local agency detemnined to sea the bonds at private sale or on a negotiated basis instead of at public salt 5/88 CDAC:Report of Final Sale Page 2 MATURITY SCHEDULE:(Please complete if an official statement is not submitted with this form.) Maturity Dilate Amount Interest Rate 1 See Attac e. 2. .3. 4. S. 6. 7. 9. 10. Name of individual(representing❑ Bond Counsel, ❑ Issuer, ® Financial Advisor,or :❑ Lead Underwriter)who completed this form and may be contacted for information: Name. Rod Gunn Firm/Agency: Rod Gunn Associates, Inc. Address: 3010 Old Ranch Parkway, Suite 330 Seal Beach, CA 90740 Phone: (213) 59R-7677 Date of Completion: 07/27/90 Contact person at issuing jurisdiction,if different from above: Name: Bob Franz Title- Deputy City Administrator Address: 2000 Main Street Huntington Beach, CA 92648 Phone: (714) 536-5236 Name of individual to whom an invoice for the CDAC notification fee should be sent:2 Name: Tony Wetherbee Firm: Chilton & O'Connor.; Inc. Address: 1901 Avenue of the Stars, Suite 300 Los Angeles, CA 90067 Phone: (213) 203-0966 2 This fee is authorized by Section 8856 of the California Government Code 5188 Res. No. 6163 STATE OF CALIFORNIA COUNTY OF ORANGE ss: CITY OF HUNTINGTON BEACH ) I , CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular adjourned meeting thereof held on the 25th day of June 19 90 , by the following vote: = � AYES: Councilmembers: MacAllister, plays, Bannister, Silva, Erskine NOES: Councilmembers : WinchelI ABSENT: Councilmembers : Green City C ler—F4anfex-o 1 o er of the City Council of the City of. Huntiogton Beach, California The fore oin f instrument is a col rea copy oT the original on file in this office. Attest �' 19 C,, N VIE ROCKWAY. City Clem and Ex-off icio Cleric of the City Council of the City of Huntington Beach, Cal By Deput� 1 PUBt ^IOTICE I— PUBLIC NOTICE I_ PUBLIC NOTICE PURL'+:.NOTICE �_ - �' RESOLUTION NO.6162 A RESOLUTION DETERMINING THE NECESSITY TO INCUR BONDED INDEBTEDNESS WITHIN COMMUNITY FACILITIES DISTRICT NO.1990-1 (GOLDENWEST/ELLIS AREA) AND SUBMITTING PROPOSITION TO THE QUALIFIED ELECTORS OF THE DISTRICT Community Facilities District No.1990-1 (Goldenwest/Ellis Area) The City Council of the City of Huntington Beach hereby resolves as follows: WHEREAS, on May 7, 1990, the City Council adopted a resolution entitled "A Resolution of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Pursuant to the Mello-Roos Act of 1982"(the"Resolution of Intention'')stating its intention to form .I Community Facilities District No.1990-1(Goldenwest/Ellis Area)(the"District"),of the City pursuant to the Mello-Roos Community Facilities Act of 1982,as amended(the"Act")and a resolution entitled "A Resolution of Intention to Incur Bonded Indebtedness of the Proposed Community Facilities District No.1990-1(Goldenwest/Ellis Area)Pursuant to the Mello-Roos Community Facilities Act of 1982"(the''Resolution of Intention to Incur Indebtedness")stating its intention to incur bonded indebtedness within the boundaries of the District for the purpose of financing the costs of certain facilities specified in the Resolution of Intention,and on this date,this City Council held a noticed public hearing as required by the Act and at said hearing all persons desiring to be heard on all matters pertaining to the formation of the District,the provision of said facilities(the"Facilities")and services and the levy of the special tax on property within the District were heard and a full and fair hearing was held,and subsequent to said hearing this City Council adopted a resolution entitled"A Resolution Of Formation Of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), Authorizing The Levy Of A Special Tax Within The District,Preliminarily Establishing An Appropria- tions Limit For The District And Submitting Levy Of The Special Tax And the Establishment of The - .. Appropriations Limit To The Qualified Electors Of The District"(the"Resolution of Formation")and - on this date,this City Council also held a noticed public hearing as required by the Act relating to the matters material.to the questions set forth in the Resolution of Intention to Incur Indebtedness and no written protests with respect to the matters material to the questions set forth in the Resolution of Intention to Incur Indebtedness have been filed with the City Clerk. I NOW,THEREFORE,IT IS HEREBY ORDERED as follows: - SECTION 1.The foregoing recitals are true and correct. SECTION 2.It is necessary to incur bonded indebtedness in the maximum aggregate principal amount of$2,500,000.00 within the boundaries of the District. SECTION 3.The indebtedness is incurred for the purpose of financing the costs of the Facilities, as provided in the Resolution of Formation including, but not limited to,the costs of issuing and selling bonds to finance the Facilities and the initial costs of the City in administering the District. SECTION 4.The whole of the Distrtict shall pay for the bonded indebtedness through the levy of the special tax.The tax is to be apportioned in accordance with the formula set forth in Exhibit"B" to tie Resolution of Formation. SECTION 5..The maximum amount of bonded indebtedness to be incurred is$2,500,000.00 and the maximum term of the bonds to be issued shall in no event exceed forty(40)years. SECTION 6.The bonds shall bear interest at rate or rates not to exceed the maximum interest rate permitted by applicable law at the time of sale of the bonds,payable semiannually or in such other manner as this City Council or its designee shall determine,the actual rate or rates and times of payment of such interest to be determiend by this City Council or its designee at the time or times of sale of said bonds. SECTION 7. The proposition of incurring the bonded indebtedness herein authorized shall be submitted to the qualified electors of the District and shall be consolidated with elections on the proposition of levying special taxes within the District and the establishment of an appropriations _ limit for the District pursuant to Section 53353.5 of the Act.The time,place and conditions of said election shall be as specified by separate resolution of this City Council. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at adjourned regular meeting thereof held on the 25 day of June,1990. THOMASJ.MAYS - � - MAYOR Connie Brockway - City Clerk I STATE OF CALIFORNIA ) _ COUNTY OF ORANGE ) SS: CITY OF HUNTINGTON BEACH) I,CONNIE BROCKWAY,the duly elected,qualified City Clerk of the City of Huntington Beach,and ex-officio Clerk of the City Council of said City,do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven;that the foregoing resolution was passed and adopted by the affirmative vote of a least a majority of'all the members of said City Council at a regular adjourned meeting thereof held on the 25th day of June,1990,by the following vote: AYES:Councilmembers: MacAllister,Mays,Bannister,Silva,Erskine NOES:Councilmembers: - Winchell ABSENT:Councilmembers: - Green - 'Connie Brockway I City Clerk and ex-ofllclo Clerk of the City Council of the City of Huntington Beach,California - - Published Orange Coast Daily Pilot July 1,1990 Su459 RESOLUTION NO.6163 A RESOLUTION CALLING SPECIAL ELECTION Community Facilities District No. 1990-1 I (Goldenwest/Ellis Area) The City Council of the City of Huntington Beach hereby resolves as follows: WHEREAS, on this date, this City Council adopted a resolution entitled ;'A Resolution of Formation of Community Facilities District No.'1990-1(Goldenwest/Ellis Area),Authorizing the Levy `..:- of a Special Tax Within the District,Preliminarily Establishing an Appropriations Limit for the District J PUBI NOTICE. PUBLIC NOTICE . .� PUBLIC NOTICE I PU ,I ,NOTICE -.- and Submitting Levy of the Special Tax and the stablishment of/the Appropriations Limit'to the Qualified Electors of the District",(the "Resolution of, Formation"), ordering',the formation of Community Facilities District No. 1990-1(Goldenwest/Ellis area)(the"District"),authorizing the levy of a special tax on property within the District and preliminarily establishing an appropriations limit for the District, and a resolution entitled "A Resolution Determining the Necessity to Incur Bonded., . Indebtedness Within Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)and Submit= ting Proposition to the Qualified electors of the District (the_"Resolution to Incur.Indebtedness"), de+-rmining the necessity to incur bonded indebtedness in the maximum aggregate`principal nt of $2,500,000.00 upon the security of said special tax to be levied within the District; and p ..ant to the provisions of said resolutions, the propositions of the levy of said special tax, the establishment of the appropriations limit and the incurring of the bonded indebtedness shall be submitted to the qualified electors of the District as required by the Mello-Roos Community Facilities Act of 1982, as amended(the"Act"). NOW,THEREFORE, IT IS HEREBY ORDERED as follows: SECTION 1.Pursuant to Sections 53326,53353.5 and 53325.7 of the Act,the issues of the levy of said special tax,the incurring of bonded indebtedness and the establishment of said appropriations limit shall be submitted to the qualified electors of the District at an election called therefor as provided below. SECTION 2. As authorized by Section 53353.5 of the Act, the three propositions described in paragraph 1 above shall be combined into a single ballot measure, the form of which is attached hereto as Exhibit "A" and by this reference incorporated herein. Said form of ballot is hereby approved. i SECTION 3.This City Council hereby finds that fewer than 12 persons have been registered to vote within the territory of the District for each of the ninety(90)days preceding the close of the public hearings heretofore conducted and concluded by this City Council for the purposes of these proceedings.Accordingly,and pursuant to Section 53326 of the Act,this City Council finds that for purposes of these proceedings the qualified electors are the landowners within the District and that the vote shall be by said landowners or their authorized representatives,each having one vote for each acre or portion thereof such landowner owns in the District as of the close of said public hearings. SECTION 4.This City Council hereby calls a special election to consider the measure described in paragraph 2 above,which election shall be held on July 2, 1990, in the City Council Chambers.The City Clerk is hereby designated as the official to conduct said election.It is hereby acknowledged that the City Clerk has on file the Resolution of Formation,a certified map of the proposed boundaries of the District, and a sufficient description to allow the City Clerk to determine the boundaries of the District. The voted ballots shall be returned to the City Clerk prior to 7:30 p.m.on July 2, 1990;and when all of the qualified electors have voted the election shall be closed. SECTION 5. Pursuant to Section 53327 of the Act,the election shall be conducted by mail ballot r ant to Section 1340 of the California Elections Code. This City Council hereby finds that p ,raphs(a),(b),(cX1),and(cX3)of said Section 1340 are applicable to this special election. SECTION 6. The City Clerk shall cause to'be delivered to each of the qualified electors of the District a ballot in the form set forth in Exhibit "A" hereto. Each ballot shall indicate the number of votes to be voted by the respective landowner to which it pertains. Each ballot shall be accompanied by all supplies and written instructions necessary for the use and I return of the ballot. The envelope to be used to return the ballots shall be enclosed with the ballot, have the return postage prepaid, and contain the following: (a)the name and address of the landowner, (b) a declaration, under penalty of perjury, stating that the voter is the owner of record or H i authorized representative of the landowner entitled to vote and is the person whose name appears S on the envelope, (c)the printed name,signature and address of the voter, (d)the date of signing and place of execution of the declaration pursuant to clause(b)above,and (e)a notice that the envelope contains an official ballot and is to be opened only by the canvassing board. Analysis and arguments with respect to the ballot measures are hereby waived, as provided in Section 53327 of the Act. SECTION 7. The City Clerk shall accept the ballots of the qualified electors in the City Council .! Chambers on and prior to 7:30 p.m.on July 2, 1990,whether said ballots be personally delivered or received by mail.The City Clerk shall have available ballots which may be marked at said location on f the election day by said qualified electors. SECTION 8.This City Council hereby further finds that the provision of Section 53326 of,the Act.:,.' requiring a minimum of 90 days following the adoption of the Resolution of Formation to.elapse ) before said special election is for the protection of the qualified electors of the.District.There is on > file with the City Clerk a written petition executed by the qualified electors of the.District requesting a shortening of the time for said special,election to expedite the process of formation,of_the District. ,•� Accordingly,_this',City,-Council finds and deCermines,that'the.qualified electors have.been.fully:.. ed of and have"aagreed to the shortened time for the election and have thereby been fully.,; p ;ted in these,proceed ings._This City Council also finds and determines.that the.City Clerl<has:a .concurred in the shortened time for the election ; SECTION 9 The City Clerk,is hereby directed to publish'in a newspaper of general circulation 'circulat'ing'within-'the'`District a copy.of,this resolution and a`copy of the Resolutionl of Incur j Indebtedness, as,soon as'practicable after.the date.of adoption of this Resolution Yr PASSED AND ADOPTED by the City Council of the Cty of Huntington Beach at adjourned regular' meeting thereof-held on the 25th day of June,.1990.; THOMAS J. MAYS ! MAYOR 1 CONNIE BROCKWAY City Clerk EXHIBIT A CITY-OF HUNTINGTON. BEACH,;, Community Facilities -District .No'. 1990-1 (Goldenwest/Ellis Area) OFFICIAL BALLOT SPECIAL TAX ELECTION I (July 2, 1990) This ballot is for a special, landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than 7:30 p.m. on July 2, 1990, either by mail or in person. The u' City Clerk's office is located at 2000 Main Street, Huntington D Beach, California, 92648. D To vote, mark a cross (X) on the voting line after the word 11 "YES" or after the word "NO" . All marks otherwise made are lq forbidden. All distinguishing marks are forbidden and make the D ballot void. rI If you wrongly mark, tear, or deface this ballot, return it to d the City Clerk of the City of Huntington Beach and obtain another. le ' S BALLOT MEASURE: Shall the City of j Z Huntington Beach incur an indebtedness i q and issue bonds in the maximum aggregate Yes: principal amount of $2,500,000.00, with s interest at a rate or rates not to exceed No: the maximum interest rate permitted by law at- the time of sale of such bonds on behalf of Community Facilities District No. b 1990-1 (Goldenwest/Ellis Area) (the "District"), the proceeds of which will be used to finance certain public street, i water, sewer, storm drain, traffic control 9; and fire station improvements and the q undergrounding of utilities; shall a Oi special tax payable solely from lands 3la within the District be levied annually upon lands within the District to pay for i p� the principal and interest upon such bonds, X;' the costs of the City in providing additional 3V police and fire protection services and a paramedic services within the District and !p the .costs of the City in administering the w District, and shall the annual appropriations ec limit of the District be established in the jl amount of $750,000.00? It, By execution in the space provided below,you also indicate your JI" waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the of ballot measure, as such waivers are described and permitted by J Section 53326(a) and 53327(b) of the California Government Code. 0 JI" Number of Votes: $ Property Owner: 'tr of By: -- -- 69 �o Its: l$ STATE OF CALIFORNIA ) ,W COUNTY OF ORANGE ) SS: )d CITY OF HUNTINGTON BEACH) NO' 0 I,CONNIE BROCKWAY,the duly elected,qualified City Clerk of the City of Huntington Beach,and ;L ex-officio Clerk of the City Council of said City,do hereby certify that the whole number of members a s of the City Council of the City of Huntington Beach is seven;that the foregoing resolution was passed el and adopted by the affirmative vote of a least a majority of all the members of said City Council at a 0 regular adjourned meeting thereof held on the 25th day of June, 1990, by the following vote: �$ AYES:Councilmembers: ul MacAllister, Mays, Bannister,Silva, Erskine ill NOES:Councilmembers: �- Winchell 10 ABSENT: Councilmembers 3p Green ad K3 Connie Brockway 10 City Clerk and ex-officio Clerk a6 of the City Council of the City ae of Huntington Beach,California I hlished Orange Coast Daily Pilot July 1, 1990 Su460 Authorized to Publish Advertisements of all kinds including public notices by Decree of the Superior Court of Orange County, California, Number A-6214, September 29, 1961, and A-24831 June 11, 1963 STATE OF CALIFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal clerk of the ORANGE COAST DAILY PILOT, a newspaper of general circulation, printed and published in the City of Costa Mesa, County of Orange, State of California, and that attached Notice is a true and complete copy as was printed and published in the Costa Mesa, Newport Beach, 'Huntington Beach, Fountain Valley, Irvine, the South Coast communities and Laguna Beach issues of said newspaper to wit the issue(s) of: July 1 , 1990 I declare, under penalty of perjury, that the foregoing is true and correct. Executed on July 1, 199 0 at Costa Mesa, California. \Rur&L R 0, Signature PROOF.OF PUBLICATION The foregoing instrument is a correct copy of the original on file in this office. Attest OR i q1SA (P 19� CONNfE E&OCKWAY City C!em and Ex-off i,,,so Clerk of the City Courici, of.the City of Huntington Beach, Ca i. By ^Depufi Land Owner and Voter: Central Park #8, A California Limited Parnership 05 Park Ave. FIRST CLASS MAIL Balboa Island, CA 92662' To: CITY CLERK CITY OF HUNTINGTON BEACH _ 2000 MAIN STREET x. HUNTINGTON BEACH, CA 92648 O I hereby declare under penalty of perjury that the oter listed on the enclosed ballot is the owner of record or the authorized representative of the land owner entitled to vote said ballot Executed on ') Z'5 Attention: This envelope contains an official 1990, at ballot and Is to be opened only by the canvassing -may t cc.c California. board with respect to the City of Huntington j ) j Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)special election to be y: v� held on July 2, 1990. Its: 6' CITY OF HUNTINGTON BEACH Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) OFFICIAL BALLOT SPECIAL TAX ELECTION (July 2, 1990) This ballot is for a special, landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than 7:30 p.m. on July 2, 1990, either by mail or in person. The City Clerk's office is located at 2000 Main Street,Huntington Beach, California, 92648. To vote, mark a cross (X) on the voting line after the word "YES" or after the word "NO". All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Huntington Beach and obtain another. BALLOT MEASURE:Shall the City of Huntington Beach incur an indebtedness and issue bonds in the maximum aggregate principal amount of $2,500,000, with interest at a rate or rates not to exceed the maximum interest rate permitted by law at the time of, sale of such bonds on behalf of Yes: Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), the proceeds of which will be used to finance certain public street, water, sewer, storm drain, traffic control and fire station improvements and the undergrounding of No: utilities; shall a special tax payable solely from lands within the District be levied annually upon lands within the District to pay for the principal and interest upon such bonds, the costs of the City in providing additional police and fire protection services and paramedic services within the District and the costs of the City in administering the District, and shall the annual appropriations limit of the District be established in the amount of$750,000? By execution in the space provided below, you also indicate your waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure, as such waivers are described and permitted by Section 53326(a) and 53327(b):of the California Government Code. Assessor's Parcel Number: 159-391-01 Number of Votes: 5 Property Owner: Central Park#8 A Califon ' im a Address: 505 Park Ave. Balboa Island, CA 92662 The foreg,,ing instrumern' is a correct copy of the original on filf.,i:i%this office. Aftest .CX14 Co I9 qb COWL BROCKWAY 0-.!,#d Ex-officioClerkrit"t`--City 'zi cif-me City 0fl-luntinet io:ti,-ach, Depuh F- : Land Owner and Voter: - Central Park #17, a California Limited Partnership Park Ave.Balboa FIRST CLASS MAIL Balboa Island, CA 92662 TO: CITY CLERK CITY OF HUNTINGTON BEACH - ' � x 2000 MAIN STREET r Y H.UNTINGTON BEACH, CA 92648 I hereby declare under penalty of perjury that the - - - - voter listed on the enclosed ballot is the owner of record or the authorized representative of the land owner entitled to vote said ballot. Executed an Attention: This envelope contains an official 1990, at ballot and is to be opened only by the canvassing '27.•-_-- California. board with respect to the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) special election to be BY: = -��� = held on July 2, 1990. � •- - - - - Its: y Z - CITY OF HUNTINGTON BEACH Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) . .. OFFICIAL BALLOT SPECIAL TAX ELECTION (July 2, 1990) This ballot is for a special,_landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than 7:30 pm. on July 2, 1990, either by mail or in person. The City Clerk's office is located.at 2000 Main Street, Huntington Beach, California, 92648. To vote, mark a cross (X) on the voting line after the word "YES" or after the word "NO". All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Huntington Beach and obtain another. BALLOT MEASURE:Shall the City of Huntington Beach incur an indebtedness and issue bonds in the maximum aggregate principal amount of $2,500,000, with interest at a rate or rates not to exceed the maximum interest rate permitted by law at the time of sale of such bonds on behalf of Yes: Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), the proceeds of which will be used to finance certain public street, water, sewer, storm drain, traffic control and fire station, improvements and the undergrounding of No: utilities; shall a special tax payable solely from lands within the District be levied annually upon lands within the District to pay for the principal and interest upon such bonds, the costs of the City in providing additional police and fire protection services and paramedic services within the District and the costs of the City in administering the District, and shall the annual appropriations limit of the District be established in the amount of$750,000? By execution in the space provided below, you also indicate your waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure, as such waivers are described and permitted by Section 53326(a) and 53327(b) of the California Government Code. Assessor's Parcel Number: 110-210-02 110-210-04 Number of Votes: 2 Property Owner: Central Park #17, . a Californi ted arui _ By:its: - I r\ n b Address: 505 Park Ave. Balboa Island, CA 92662 x> The foregoing instrument is a correct copy of the original on file in this office. Attest 19 CONNIE OCKWAY City Clerk and Ex-officio Cl 6 of tithe City Couneii'of the Clty of Huntington Beach, Cal. By _ Deputy Land Owner and Voter: southwest Diversified/ Coscan Partners, A California General Partnership E i 18400 Von Karmen Suite 400 FIRST CLASS MAIL Irvi no CA 92715, TO: CITY CLERK -31 " CITY OF HUNTINGTON BEACH J.•.} aT-F - i - s - 2000 MAIN STREET f ti HUNTINGTON BEACH, CA 92648 N �- <A I hereby declare under penalty of perjury that the voter listed on the enclosed ballot is the owner of record or the authorized representative of the land owner entitled to vote said ballot Executed on Attention; This envelope contains an official v 199%gat ballot and is to be opened only by the canvassing Y�fwh � California. board with respect to the City of Huntington Beach Community Facilities District No. 1990-1 P, y� (Goldenwest/Ellis Area)special election to be By: l //! held on July 2, 1990. An CITY OF HUNTINGTON BEACH Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) OFFICIAL BALLOT SPECIAL TAX ELECTION (July 2, 1990) This ballot is for a special, landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than 7:30 p.m. on July 2, 1990, either by mail or in person. The City Clerk's office is located at 2000 Main Street, Huntington Beach, California, 92648. To vote, mark a cross (X) on the voting line after the word "YES" or after the word "NO". All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Huntington Beach and obtain another. BALLOT MEASURE:Shall the City of Huntington Beach incur an indebtedness and issue bonds in the maximum aggregate principal amount of $2,500,000, with interest at a rate or rates not to exceed the maximum interest rate permitted by law at the time of sale of such bonds on behalf of Yes: �C Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), the proceeds of which will be used to finance certain public street, water, sewer, storm drain, traffic control and fire station improvements and the undergrounding of No: utilities; shall a special tax payable solely from lands within the District be levied annually upon lands within the District to pay for the principal and interest upon such bonds, the costs of the City in providing additional police and fire protection services and paramedic services within the District andthe costs of the City in administering the District, and shall the annual appropriations limit of the District be established in the amount of$750,000? By execution in the space provided below, you also indicate your waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure, as such waivers are described and permitted by Section 53326(a) and 53327(b) of the California Government Code. Assessor's Parcel Number: 110-200-015 110-200-016 Number of Votes: 10 .,.property Owner: Southwest Diversified/Coscan Partners, a California General Partnership By: Its: f Address: 18400 Vonkerman, Suite 400 Irvine, CA 92715 The foregoing instrument is a correct copy of the original on fife in this office. Attest _ i 9 A 0 --GORRI-E. AY City Cier';and Ex-off icio Clerk of the City Council of the City of Huntington Beach, Cal. B `Deputy Land Owner and Voter: Central Park a California Limited Partnership 505 Park Ave. -FIRST CLASS MAIL Balboa Island, CA 92662 • t_ � r •' TO: CITY CLERK y k CITY OF HUNTINGTON BEACH `D 2000 MAIN STREET mK.� F e'-� p HUNTINGTON BEACH, CA 92648 s h3 r — r I hereby declare under penalty of perjury that the _ voter listed on the enclosed ballot Is the owner of record or the authorized representative of the land owner entitled to vote said ballot. Executed on / ti ? > > Attention- This envelope contains an official 1990, at ballot and is to be opened only by the canvassing California. board with respect to the City of Huntington �� Beach Community Facilities District No. 1990-1 ///��////) (Goldenwest/Elffs Area)special election to be By: %- /✓ held on July 2, 1990. _ its: C r. /� ��: CITY OF HUNTINGTON BEACH Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) OFFICIAL BALLOT SPECIAL TAX ELECTION (July 2, 1990) This ballot is for a special, landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Huntington Beach no later than 7:30 p.m. on July 2, 1990, either by mail or in person. The City Clerk's office is located at 2000 Main Street, Huntington Beach, California, 92648. To vote, mark a cross (X) on the voting line after the word "YES" or after the word "NO". All marks otherwise made are forbidden. All distinguishing marks are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Huntington Beach and obtain another. BALLOT MEASURE:Shall the City of Huntington Beach incur an indebtedness and issue bonds in the maximum aggregate principal amount of $2,500,000, with interest at a rate or rates not to exceed the maximum interest rate permitted by law at the time of sale of such bonds on behalf of Yes: _ Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), the proceeds of which will be used to finance certain public street, water, sewer, storm drain, traffic control and fire station improvements and the undergroundin.g of No: utilities; shall a special tax payable solely from lands within the District be levied annually upon lands within the District to pay for the principal and interest upon such bonds, the costs of the City in providing additional police and fire protection services and paramedic services within the District and the costs of the City in administering the District, and shall the annual appropriations limit of the District be established in the amount of$750,000? By execution in the space provided below; you also indicate your waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure, as such waivers are described.and permitted by Section 53326(a) and 53327(b) of the California Government Code. Assessor's Parcel Number: I10-200-23 Number of Votes: 3 Property Owner: Central Par --� a Califo a Limi P 'rship B -/ Y Its: . Address: 505 Park Ave. . Balboa Island, CA 92662 ZI The foregoing instrument is a correct copy of the original on file in this office. Attest fljj QU, (Q 19-at) C NNIE City Cled-N and Ex-off icic Clerk of the City Council of t1he City of Huntington Beach, Cal. 8y _ Deputy - Land Owner and Voter: William Landis 1900 Avenue of the Stars Suite 1060 - Los Angeles, CA 90067 FIRST CLASS MAIL- TO: CITY CLERK 1 - V =� CITY OF HUNTINGTON BEACH 2000 MAIN STREET _ £ HUNTINGTON BEACH, CA 92648 a I hereby declare under penalty of perjury that the voter listed on the enclosed ballot is the owner of record or the authorized representative of the land owner entitled to vote said ballot Executed on Allent'IQll; This envelope contains an official 1990, at ballot and is to be opened only by the canvassing -- California. board with respect to the City of Huntington - Beach Community Facilities District No. 1990-1 (GoldenwesUEllls Area)special election to be . By. _ .. held on July 2,.1990. f- - i - OFFICIAL STATEMENT $294009000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWESVELLIS AREA) 1990 SPECIAL TAX BONDS NEW ISSUE NOT RATED In the opinion of Jones Hall Hill& White,A Professional Law Corporation,San Francisco,California,Bond Counsel, subject,however to certain qualifications described herein,under existing law,the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal individual and corporate alternative minimum taxes, although it is included in certain income and earnings in computing the alternative minimum tax imposed on corporations. In the further opinion of Bond Counsel,such interest is exempt from California personal income taxes. See"TAX MATTERS"herein. ORANGE COUNTY STATE OF CALIFORNIA $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS Date: August 1,1990 Due:September 1,as shown below The 1990 Special Tax Bonds (the "Bonds") are being issued as fully registered Bonds and when delivered will be registered in the name of The Depository Trust Company,New York,New York("DTC"). DTC will act as securities depository for the Bonds. Individual purchasers of Bonds will not receive certificates representing their Bonds purchased. Individual purchases of Bonds will be made in book entry form only in the principal amount of$5,000 each or any integral multiple thereof. Interest is payable October 1 and April 1 of each year commencing April 1,1991. Interest on and principal and premium,if any, of the Bonds will be payable when due by wire of Bank of America National Trust and Savings Association, Los Angeles, California,as Fiscal Agent(the"Fiscal Agent"),to DTC,which will in turn remit such interest, principal and premium,if any, to DTC Participants(as defined herein)which will in turn remit such interest,principal and premium,if any,to the Beneficial Owners(as defined herein)of the Bonds as described herein. See"THE BONDS-Book-Entry-Only System"herein. The Bonds maturing October 1,2020 are subject to mandatory sinking payment redemption,in part by lot,commencing on October 1,2004 and on each October 1 thereafter at a redemption price equal to the principal amount thereof,plus accrued interest to the date of redemption,without premium. The Bonds maturing on or after October 1,1998 are subject to optional redemption prior to maturity,in whole or in part, in inverse order of maturity and by lot within a maturity on October 1,1997 and on any interest payment date thereafter at a redemption price equal to the principal amount thereof,plus accrued interest to the date of redemption,plus in certain instances a premium,as described herein. The Bonds are being issued to finance the acquisition of certain public improvements with appurtenant work and incidental expenses ( the "Facilities") within City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)(the"District"). The Bonds are to be issued pursuant to the Mello-Roos Community Facilities Act of 1982,as amended(Sections 53311 et seq.of the Government Code of the State of California)(the"Act"),and Resolution No.6174 of the City of Huntington Beach, California(the"City")adopted on June 25, 1990(the"Resolution of Issuance"). The Bonds are secured under a Fiscal Agent Agreement authorized by the Resolution of Issuance(the"Fiscal Agent Agreement")dated as of June 1,1990,between the City and the Fiscal Agent and are payable from the proceeds of a Special Tax(as defined herein)to be levied on property within the District and certain funds held pursuant to the Fiscal Agent Agreement. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER (EXCEPT TO THE LIMITED EXTENT SET FORTH HEREIN) OF THE CITY, THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY,BUT ARE SPECIAL OBLIGATIONS PAYABLE SOLELY FROM THE SPECIAL TAX AND FUNDS HELD PURSUANT TO THE FISCAL AGENT AGREEMENT AUTHORIZED BY THE RESOLUTION OF ISSUANCE. SEE "BONDOWNERS'RISKS" HEREIN FOR A DISCUSSION OF SPECIAL RISK FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING THE INVESTMENT QUALITY OF THE BONDS. MATURITY SCHEDULE $450,000 Serial Bonds Maturity Date Principal Interest Reoffering Maturity Date Principal Interest Reoffering (October 1) Amount Rate Yield (October 1) Amount Rate Yield 1992 $25,000 6.35% 6.35% 1998 $40,000 7.10% 7.10% 1993 25,000 6.50 6.50 1999 40,000 7.15 7.15 1994 30,000 6.60 6.60 2000 45,000 7.25 7.25 1995 30,000 6.70 6.70 2001 45,000 7.30 7.30 1996 30,000 6.85 6.85 2002 50,000 7.35 7.35 1997 35,000 6.95 6.95 2003 55,000 7.40 7.40 $1,950,000 7.60% Term Bonds due October 1,2020 (Price 99.50%) Plus Accrued Interest The Bonds are offered when,as and if issued and delivered to the Underwriter,subject to the approval as to their legality of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, and certain other conditions. It is anticipated that the Bonds will be available for delivery in San Francisco,California on or about August 9,1990. The date of this Official Statement is July 24,1990. CHILTON&O'CONNOR, INC. NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY, THE UNDERWRITER OR THE FINANCING CONSULTANT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OR SALE OF THE BONDS DESCRIBED HEREIN, OTHER THAN AS CONTAINED IN THIS OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CITY,THE UNDERWRITER OR THE FINANCING CONSULTANT. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER,SOLICITATION OR SALE. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM SOURCES WHICH ARE BELIEVED TO BE RELIABLE AND IS IN A FORM DEEMED FINAL AS OF ITS DATE, BY THE CITY FOR THE PURPOSE OF RULE 15c2-12 UNDER THE SECURITIES ACT OF 1934, AS AMENDED. THE INFORMATION HEREIN HAS NOT BEEN INDEPENDENTLY VERIFIED AND IS NOT GUARANTEED AS TO ACCURACY. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION OR OPINIONS SET FORTH HEREIN AFTER THE DATE OF THIS OFFICIAL STATEMENT. IN CONNECTION WITH THE OFFERING OF THE BONDS,THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATE ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. ii CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS CITY COUNCIL Tom Mays,Mayor Peter Green,Mayor Pro Tem Jim Silva,Councilmember Wes Bannister,Councilmember Grace Winchill,Councilmember Don MacAllister,Councilmember CITY STAFF Michael T. Uberuaga,City Administrator Gail Hutton,City Attorney Don Watson,City Treasurer Robert J. Franz,Deputy City Administrator Louis F.Sandoval,Director of Public Works Dan T. Villella,Director of Finance Connie Brockway,City Clerk PROFESSIONAL SERVICES Bond Counsel Jones Hall Hill&White A Professional Law Corporation San Francisco,California Financing Consultant Rod Gunn Associates, Inc. Seal Beach,California Fiscal Agent Bank of America National Trust and Savings Association Los Angeles,California Underwriter Chilton&O'Connor,Inc. Los Angeles,California iii TABLE OF CONTENTS INTRODUCTORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DISPOSITION OF BOND PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 THEBONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Authority For Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Description of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Book-Entry-Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Mandatory Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 7 Transfer and Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Mutilated,Lost,Destroyed or Stolen Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Additional Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Scheduled Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SOURCES OF PAYMENT FOR THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SpecialTaxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Covenant for Superior Court Foreclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ReserveFund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Capitalized Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 BONDOWN E RS'RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Concentration of Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Land Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 LandValues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Collection of the Special Taxes . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Additional Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Parity Taxes and Special Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Future Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 No Acceleration Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 THE FISCAL AGENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Creation of Funds and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Application of Special Tax Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Description of Other Funds and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Investment of Funds and Accounts;Disposition of Investment Proceeds . . . . . . . . . . . . . . . . . 19 Covenants of the City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Remedies of Bondowners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Liability of the City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 TheFiscal Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Discharge of Fiscal Agent Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 iv THEDISTRICT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Facilities Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Proposed Services to be Financed by the District . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Incidental Expenses to be Financed by the District . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 BoundaryMap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Facilities Cost Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Rate and Method of Apportionment of the Special Tax . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 City Direct and Overlapping Debt . . . . . . . . . . . . . . ... . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 THE DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Property Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 The Developers and the Development . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 The Appraised Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 CONCLUDING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . 34 LegalOpinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 TaxMatters . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 NoLitigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 The Financing Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 NoRating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 No General Obligation of the City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 DEFINITIONS OF CERTAIN TERMS . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . Appendix A SUPPLEMENTAL INFORMATION ON THE CITY OF HUNTINGTON BEACH Appendix B v ORANGE COUNTY Los Angeles County r J i j Orange County i 5 i Anaheim 57 i i Orange i Westminster Garden 22 Grove Tustin Santa Ana d!f off, Od �ry94 Fountain �y Valley 405 HUNTINGTON BEACH � COSTA MESA Newport Beach Laguna Pacific Ocean Beach vi OFFICIAL STATEMENT $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS INTRODUCTORY STATEMENT This Official Statement is provided to furnish information in connection with the issuance by the City of Huntington Beach (the "City") for and on behalf of the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District") of $2,400,000 aggregate principal amount of the District's 1990 Special Tax Bonds(the"Bonds"). The Mello-Roos Community Facilities Act of 1982, as amended, constituting Sections 53311, et seq. of the California Government Code (the "Act"), was enacted by the California Legislature to provide an alternative method of financing certain public facilities, improvements and services. The Act authorizes local governmental entities to establish community facilities districts as legally constituted governmental entities within defined boundaries, with the legislative body of the local applicable governmental entity acting on behalf of the District. Subject to approval by a two-thirds vote of the votes cast by qualified electors within the district and compliance with the provisions of the Act, the legislative body may issue bonds for the community facilities district established by it and may levy and collect a special tax within such district to repay such bonds. Pursuant to the Act, the City Council (the"City Council") of the City, acting in its capacity as the governing body of the District, adopted Resolution No. 6142 (the "Resolution of Intention") on May 7, 1990 stating its intention to establish the District and to levy special taxes (the "Special Taxes") within the District. On June 25, 1990,after holding a noticed public hearing, the City Council formed the District and authorized the holding of a special election pursuant to the Act requesting authorization for the District to incur bonded indebtedness and approval of the levy of Special Taxes to pay the principal of and interest on the bonds issued and the costs of certain services to be provided in the District. On June 25, 1990,at an election held pursuant to the Act,the electors at that time within the boundaries of the District voted in favor of the ballot proposition. The Bonds are being issued pursuant to Resolution No. 6174 of the City adopted on June 25, 1990 (the"Resolution of Issuance"). The Bonds are secured under a fiscal agent agreement dated as of June 1, 1990 (the "Fiscal Agent Agreement"), between the City and Bank of America National Trust and Savings Association, Los Angeles, California, as fiscal agent (the "Fiscal Agent"), and are payable solely from the proceeds of the Special Taxes and certain funds and amounts held under the Fiscal Agent Agreement. The City has covenanted in the Fiscal Agent Agreement to levy in each fiscal year the Special Taxes (see "THE DISTRICT - Rate and Method of Apportionment of the Special Tax" herein) in an amount sufficient to pay annual debt service on the Bonds and administrative expenses of the City including Fiscal Agent fees, plus the amount, if any, necessary to replenish the Reserve Fund to an amount equal to the Reserve Requirement and to pay certain expenses for City services (see Appendix A- "DEFINITIONS OF CERTAIN TERMS"), subject to the limitation on the maximum amount of the Special Taxes that may be levied within the District(see"THE DISTRICT-Rate and Method of Apportionment of the Special Tax" herein for a description of the Special Tax). The Special Taxes will be collected by the 1 County of Orange (the "County") in the same manner and at the same time as ad valorem property taxes are collected by the Treasurer-Tax Collector of the County. The District has established a maximum amount of Special Taxes which may be levied each fiscal year. The maximum amount of Special Taxes authorized to be levied within the District is expected by the City to be a minimum of 124%of the annual debt service on the Bonds. Although the Special Taxes will constitute a lien on real property within the District, it does not constitute a personal indebtedness of the owners of that real property. As of the date hereof there are seven (7) owners of property within the District: 1. Central Park #8, A California Limited Partnership, David D. Dahl,General Partner,505 Park Avenue,Balboa Island,CA 92662; 2. Central Park #12, A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue, Balboa Island, CA 92662; 3. Central Park #15, A California Limited Partnership, David D. Dahl, General Partner,505 Park Avenue, Balboa Island,CA 92662; 4. Southwest Diversified, A California General Partnership,William D. Foote,Managing Partner, 19200 Von Karman, Suite 400, Irvine,CA 92715; 5. Emil Walter Plegel and Ruby Lucille Plegel, Trustees, 7071 Thomas Street, Buena Park, CA 90621; 6. Audrey DeNubila Panabaker, Virginia May Denubila, 11728 Chaparal Street, Los Angeles, CA 90049; and 7. William Landis, 1901 Avenue of the Stars, Suite 1060, Los Angeles, CA 90067, et al(collectively referred to herein as the "Property Owners"). The property in the District is anticipated to be subdivided and developed for single family homes by two developers, The Dahl Company and Southwest Diversified. Upon sale of the single family homes, the homeowners will become responsible for paying the Special Taxes on their homes. There is no assurance that the owners of property within the District will be financially able to pay the Special Taxes or will pay such tax even if financially able to do so. (See "BONDOWNERS' RISKS", "THE DEVELOPMENT - Property Ownership"and"THE DEVELOPMENT-The Developer"herein). The City has covenanted in the Fiscal Agent Agreement for the benefit of the owners of the Bonds that the City will cause foreclosure proceedings to be commenced within 150 days of receipt of notification of a delinquency in the payment of any Special Taxes and will cause such foreclosure action to be diligently prosecuted to foreclosure(see"SOURCES OF PAYMENT FOR THE BONDS-Covenant for Superior Court Foreclosure"herein). The Bonds are being sold to provide the District with funds to acquire certain public facilities, to establish a Reserve Fund, to provide for capitalized interest until October 1, 1991, and to pay the expenses of the District in connection with the issuance of the Bonds. The amount of Bond proceeds deposited into the Reserve Fund will equal 8% of the initial aggregate principal amount of the Bonds (the"Reserve Requirement"). The District consists of three noncontiguous areas all within the same general area of the City. The three areas consist of seven separately owned parcels that are in the process of being subdivided and developed by two developers (see"DISTRICT BOUNDARY MAP"herein). The total land area within the District consists of approximately 36 acres. The City has approved tentative tract maps for the entire area within the District. The tentative tract maps provide for the development of 113 residential lots with single family detached homes. It is anticipated by the Developer that the sales price of homes constructed within the District will range from approximately $680,000 to $825,000 (see"THE DEVELOPMENTS"herein). Property within the District has not been independently appraised in connection with the issuance of the Bonds. The 1989/90 Orange County Assessment Rolls lists the "full cash value" of the land in the District at$25,206,947(see"BONDOWNERS'RISKS-Land Values"herein). This represents a ratio of fair market value as determined by the Orange County Assessor to initial aggregate principal amount of Bonds of 10.50 to 1. 2 Proceeds from the Bonds will be used to acquire certain public facilities (the "Facilities"). The Facilities proposed to be acquired with the Bonds generally include construction of street improvements including the acquisition of certain right-of-way,certain storm drain, water and sewer improvements, fire station improvements and emergency vehicle traffic interruption devices (see "THE DISTRICT-Facilities Description")herein. The brief descriptions and references contained herein to the City, the District, the Bonds, the Resolution of Issuance, the Fiscal Agent Agreement, the Acquisition Agreement, the Act, and the property owners within the District do not purport to be comprehensive or definitive and are qualified in their entirety by reference to such documents, and references herein to the Bonds are qualified in their entirety by reference to the form thereof included in the Fiscal Agent Agreement. Copies of the Fiscal Agent Agreement are available for inspection during the initial offering of the Bonds at the offices of the Underwriter, Chilton & O'Connor, Inc., 1901 Avenue of the Stars, Suite 300, Los Angeles, CA 90067, (213) 203-0966 and the Financing Consultant, Rod Gunn Associates,Inc., 3010 Old Ranch Parkway, Suite 330,Seal Beach,California 90740,(213)598-7677. Copies of the Fiscal Agent Agreement may be obtained after delivery of the Bonds at the corporate trust office of the Fiscal Agent. 3 DISPOSITION OF BOND PROCEEDS Proceeds from the sale of the Bonds are expected to be used to acquire the Facilities,to establish a Reserve Fund, to provide for approximately one years'capitalized interest on the Bonds and to pay the expenses of the District in connection with the issuance of the Bonds. Under the provisions of the Fiscal Agent Agreement, the Fiscal Agent will receive the proceeds from the sale of the Bonds and will apply them as follows (other than accrued interest which will be deposited in the Bond Fund): Source of Funds Principal Amount of Bonds $2,400,000.00 Original Issue Discount 9,750.00 Total $2,390,250.00 Application of Funds Improvement Fund $1,726,480.00 Bond Fund(1) 205,865.53 Costs of Issuance Fund(2) 223,904.47 Reserve Fund(3) 192,000.00 Initial Purchaser's Discount 42,000.00 Total $2,390,250.00 (1) This amount, together with accrued interest received on the date of delivery of the Bonds are calculated to be sufficient to pay the interest due on the Bonds to and including October 1, 1991. (2) Includes fees of Bond Counsel and the Financing Consultant, initial fees of the Fiscal Agent, costs of printing the Official Statement, administrative fees of the City reimbursement of certain costs of the Property Owners and other costs of issuance. (3) An amount equal to 8%of the initial aggregate principal amount of the Bonds. THE BONDS Authority For Issuance The District was established and bonded indebtedness was authorized pursuant to provisions of the Act. In accordance with such provisions,qualified electors within the District were entitled to cast one vote for each acre, or portion of an acre, of land they owned within the District. The property owners within the District at the time of the election cast all 36 votes at the election held on June 25, 1990 in favor of the levy of the Special Taxes and the issuance of the Bonds. The Bonds will be issued pursuant to the Act and Resolution No. 6174, adopted on June 25, 1990 (the "Resolution of Issuance"). The Bonds are secured under an fiscal agent agreement dated as of June 1, 1990 (the "Fiscal Agent Agreement"), between the City and Bank of America National Trust and Savings Association,Los Angeles,California,as the Fiscal Agent. 4 Description of the Bonds The Bonds will be issued only as fully registered Bonds without coupons, in the denomination of $5,000 each or any integral multiple thereof, will be dated, and will mature in the years,and will bear interest at the rates shown on the cover page hereof. Interest with respect to the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal of and premium, if any, on the Bonds will be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in San Francisco, California, upon presentation and surrender of the Bonds. Payment of interest on the Bonds will be made to the owner thereof by check or draft of the Fiscal Agent, mailed on the Interest Payment Date to the owner at his address as it appears on the bond register to be kept by the Fiscal Agent at its principal corporate trust office in San Francisco, California,as of the close of business on the fifteenth day of the month preceding any Interest Payment Date (the"Record Date"),or at such other address as is furnished to the Fiscal Agent in writing by such owner at least fifteen (15) Business Days prior to such Interest Payment Date, or by wire transfer made on such Interest Payment Date upon instructions of any owner of$1,000,000 or more in aggregate principal amount of Bonds (see "Book- Entry-Only System"below). Book-Entry-Only System DTC will act as securities depository for the Bonds. The ownership of one fully registered Bond for each maturity in the amounts shown on the cover page hereof will be registered in the name of Cede& Co., as nominee for DTC. DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities of its participants (the "DTC Participants") and to facilitate the clearance and settlement of securities transactions among DTC Participants in such securities through electronic book entry charges in the accounts of the DTC Participants, thereby eliminating the need of physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant,either directly or indirectly(the"Indirect Participants"). The DTC Participants shall receive a credit balance in the records of DTC representing ownership of Bonds. The ownership interest of each actual purchaser of each Bond (the`Beneficial Owner") will be recorded through the records of the DTC Participant. Beneficial Owners are expected to receive a written confirmation of their purchase providing details of the Bond acquired. Transfers of ownership interests in the Bond will be accomplished by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners. The Beneficial Owners will not receive certificates representing their ownership interest'in the Bonds, except as specifically provided in the Fiscal Agent Agreement. So long as Cede&Co. is the registered owner of the Bonds,as nominee of DTC,references herein to the Owners or registered owners of the Bonds shall mean Cede&Co. and shall not mean the Beneficial Owners of the Bonds. DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving notice to the City and the Fiscal Agent and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, Bond certificates are required to be delivered as 5 described in the Fiscal Agent Agreement. The Beneficial Owners, upon registration of certificates held in the Beneficial Owner's name, will become the registered owner of the Bonds. The City may determine that continuation of the system of book-entry transfers through DTC(or a successor securities depository) is not in the best interests of the Beneficial Owners. In such event, Bond certificates will be delivered as described in the Fiscal Agent Agreement. The City and the Fiscal Agent will recognize DTC or its nominee as the sole owner for all purposes, including notices and voting. Conveyance of notices and other communications by DTC to DTC Participants, by DTC Participants to Indirect Participants and by DTC Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. Principal, sinking fund, interest payments and premium, if any, with respect to the Bonds will be made to DTC or its nominee, Cede & Co., as registered owner of the Bonds. Upon receipt of moneys, DTC's current practice is to immediately credit the accounts of the DTC Participants in accordance with their respective holdings shown on the records of DTC. Payments by DTC Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is now the case with municipal securities held for the accounts of customers in bearer form or registered in"street name", and will be the responsibility of such DTC Participant or Indirect Participant and not of DTC, the Fiscal Agent, the District or the City, subject to any statutory and regulatory requirements as may be in effect from time to time. The City and the Fiscal Agent cannot and do not give any assurance that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (i) payments of interest, principal or premium, with respect to the Bonds, (ii) certificates representing an ownership interest in or other confirmation of ownership interests in the Bonds, or (iii) redemption or other notices sent to DTC or Cede& Co.,its nominee,as the registered owner of the Bonds,or that they will do so on a timely basis or that DTC, DTC Participants or Indirect Participants will service or act in the manner described in this Official Statement. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. Neither the City nor the Fiscal Agent will have any responsibility or obligations to the DTC Participants, the Indirect Participants or the Beneficial Owners with respect to(i) the accuracy of any records maintained by DTC or any DTC Participants or any Indirect Participants; GO the payment by DTC or any DTC Participants or any Indirect Participants of any amount due to any Beneficial Owner in respect of the principal amount, redemption price or interest with respect to the Bonds; (iii) the delivery by DTC or any DTC Participants or any Indirect Participants of any notice to any Beneficial Owner which is required or permitted under the terms of the Fiscal Agent Agreement to be given to Bondowners (as defined in the Fiscal Agent Agreement); (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or(v) any consent given or other action taken by DTC as the Bondowner. Optional Redemption The Bonds maturing on or before October 1, 1997, are not subject to call and redemption prior to maturity. The Bonds maturing on or after October 1, 1998, may be called before maturity and redeemed at the option of the City, from any source of funds, on October 1, 1997, or on any interest payment date thereafter as a whole or in part, in inverse order of maturity and by lot within any one maturity, at the following redemption prices,expressed as a percentage of the principal amount to be redeemed,together with accrued interest to the date of redemption: 6 Redemption Dates Redemption Price October 1,1997 or April 1,1998 102.5% October 1, 1998 or April 1,1999 102.0% October 1, 1999 or April 1,2000 101.5% October 1,2000 or April 1,2001 101.0% October 1,2001 or April 1,2002 100.5% October 1,2002 and thereafter 100.0% The City is required to give the Fiscal Agent written notice of its intention to optionally redeem Bonds not less than sixty(60)days prior to the applicable redemption date. Mandatory Redemption The Bonds maturing on October 1, 2020, are subject to sinking payment redemption in part on October 1, 2004, and on each October 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption without premium as follows: Redemption Date Sinking (October 1) Payment 2004 $ 60,000 2005 65,000 2006 70,000 2007 75,000 2008 80,000 2009 85,000 2010 90,000 2011 100,000 2012 105,000 2013 115,000 2014 125,000 2015 135,000 2016 145,000 2017 155,000 2018 170,000 2019 180,000 2020 195,000 (Maturity) The amounts in the foregoing table will be reduced pro rata as a result of any prior partial redemption of the Bonds as described under"Optional Redemption"above. All moneys deposited in the Bond Fund from sinking payments will be used and withdrawn by the Fiscal Agent upon receipt of a written request from the City for the purchase of Bonds at public or private sale, as and when and at such prices (including brokerage and other charges) as the City may in its discretion determine,but not to exceed the principal amount of such Bonds,and accrued interest thereon. Notice of Redemption Notice of redemption will be mailed by first class mail by the Fiscal Agent to (i) the registered owners of the Bonds at their addresses appearing on the books kept for registration and transfer of the 7 Bonds,(ii) the Securities Depositories,and(iii)one or more Information Services, in each case not less than thirty(30)nor more than sixty(60)days prior to the redemption date. Each notice of redemption shall state the redemption date, the redemption price, the place or places of redemption, the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity, the distinctive numbers of the Bonds of such maturity to be redeemed and, in the case of Bonds to be redeemed in part only,the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said redemption date there will become due and payable on each of said Bonds the redemption price thereof or of said specified portion of the principal amount thereof, in the case of a Bond to be redeemed in part only,and that interest thereon shall cease to accrue, and each such notice shall require that such Bonds be then surrendered at the address or addresses of the Fiscal Agent specified in the redemption notice. Failure by the Fiscal Agent to mail notice of redemption to any one or more of the respective owners of any Bonds designated for redemption or to any one or more of the Information Services or Securities Depositories shall not affect the sufficiency of the proceedings for redemption. Failure to receive any notice mailed or any defect in any notice shall not affect the sufficiency of the proceedings for redemption of the Bonds. Transfer and Registration Registration of the Bonds may be transferred only upon the books kept for registration and transfer of the Bonds and may be exchanged upon surrender thereof to the Fiscal Agent together with an assignment duly executed by the registered owner or his other duly authorized attorney or legal representative in such form as set forth in the Bond and otherwise as is satisfactory to the Fiscal Agent. The Fiscal Agent may require payment from the owner of a sum sufficient to cover any tax, or other governmental fee or charge imposed with respect to such transfer or exchange. Neither the City nor the Fiscal Agent will be required to issue or register the transfer of any Bonds during a period beginning on the fifteenth day before any selection of Bonds for redemption and ending on the day Bonds are so selected or to register the transfer of any Bonds selected, called or being called for redemption in whole or in part. The City and the Fiscal Agent will treat the owner of a Bond, as shown on the registration books kept by the Fiscal Agent, as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner, except that all interest payments will be made to the owner of record as of the fifteenth day of the month preceding any Interest Payment Date. Mutilated, Lost, Destroyed or Stolen Bonds If any Bond is mutilated, lost, stolen or destroyed, the City will execute and the Fiscal Agent will authenticate a new Bond or Bonds in replacement thereof in the same aggregate principal amount and of the same maturity, as the case may be. In the case of a lost, stolen, or destroyed Bond, the Fiscal Agent may require satisfactory indemnity prior to authenticating a new Bond. The City and the Fiscal Agent may charge the owners of the Bonds for their reasonable fees and expenses in connection with replacing mutilated, lost,stolen or destroyed Bonds. Additional Bonds The Fiscal Agent Agreement does not authorize the issuance of any Additional Bonds. 8 Scheduled Debt Service Debt Service Principal/ Interest Total Annual Date Redemptions Payments Debt Service April 1, 1991 $119,921.67 October 1, 1991 89,941.25 $209,862.92 April 1, 1992 89,941.25 October 1, 1992 $25,000 89,941.25 204,882.50 April 1, 1993 89,147.50 October 1, 1993 25,000 89,147.50 203,295.00 April 1, 1994 88,335.00 October 1, 1994 30,00.0 88,335.00 206,670.00 April 1, 1995 87,345.00 October 1, 1995 30,000 87,345.00 204,690.00 April 1, 1996 86,340.00 October 1, 1996 30,000 86,340.00 202,680.00 April 1, 1997 85,312.50 October 1, 1997 35,000 85,312.50 205,625.00 April 1, 1998 84,096.25 October 1, 1998 40,000 84,096.25 -208,192.50 April 1, 1999 82,676.25 October 1, 1999 40,000 82,676.25 205,352.50 April 1,2000 81,246.25 October 1,2000 45,000 81,246.25 207,492.50 April 1,2001 79,615.00 October 1,2001 45,000 79,615.00 204,230.00 April 1,2002 77,972.50 October 1,2002 50,000 77,972.50 205,945.00 ' April 1,2003 76,135.00 October 1,2003 55,000 76,135.00 207,270.00 April 1,2004 74,100.00 October 1,2004 60,000 74,100.00 208,200.00 April 1,2005 71,820.00 October 1,2005 65,000 71,820.00 208,640.00 April 1,2006 69,350.00 October 1,2006 70,000 69,350.00 208,700.00 April 1,2007 66,690.00 October 1,2007 75,000 66,690.00 208,380.00 April 1,2008 63,840.00 October 1,2008 80,000 63,840.00 207,680.00 April 1,2009 60,800.00 October 1,2009 85,000 60,800.00 206,600.00 April 1,2010 57,570.00 October 1,2010 90,000 57,570.00 205,140.00 April 1,2011 54,150.00 October 1,2011 100,000 54,150.00 208,300.00 April 1,2012 50,350.00 October 1,2012 105,000 50,350.00 205,700.00 April 1,2013 46,360.00 October 1,2013 115,000 46,360.00 207,720.00 April 1,2014 41,990.00 October 1,2014 125,000 41,990.00 208,980.00 April 1,2015 37,240.00 October 1,2015 135,000 37,240.00 209,480.00 April 1,2016 32,110.00 October 1,2016 145,000 32,110.00 209,220.00 April 1,2017 26,606.00 October 1,.2017 155,000 26,600.00 208,200.00 April 1,2018 20,710.00 October 1,2018 170,000 20,710.00 211,420.00 April 1,2019 14,250.00 October 1,2019 180,000 14,250.00 208,500.00 April 1,2020 7,410.00 October 1,2020 195,000 7,410.00 209,820.00 9 SOURCES OF PAYMENT FOR THE BONDS Special Taxes The principal of, premium, if any, and the interest on the Bonds, the administrative expenses of the City, any amounts required to replace moneys withdrawn from the Reserve Fund in order to maintain the Reserve Fund at the Reserve Requirement and certain expenses for City services are payable from the Special Taxes collected on property within the District and interest earned on funds held and available for that purpose pursuant to the Fiscal Agent Agreement. The Special Taxes are excepted from the tax rate limitation of California Constitution Article XIIIA pursuant to Section 4 thereof as a"special taxes"authorized by a two-thirds vote of the qualified electors as set forth in the Act. Consequently, the City Council of the City as the governing board of the District has the power and is obligated by the Fiscal Agent Agreement to cause the levy and collection of the Special Taxes. The City has covenanted in the Fiscal Agent Agreement to levy (subject to the limitation on the maximum amount of the Special Taxes)in each fiscal year the Special Taxes in an amount sufficient to pay the debt service on the Bonds, if any, for the next Bond Year, and administrative expenses of the City including Fiscal Agent fees, plus the amount, if any, necessary to replenish the Reserve Fund to an amount equal to the Reserve Requirement and to pay certain expenses for City services. The Special Taxes collected are anticipated to be in the full amount of such Annual Debt Service plus administrative expenses of the City, and the amount, if any,necessary to replenish the Reserve Fund to an amount equal to the Reserve Requirement. Subject to the limitation on the maximum amount of the Special Taxes that may be levied on any parcel in the District,the annual levy of the Special Taxes may be increased to the extent necessary to replenish the Reserve Fund if amounts have been withdrawn from such fund to pay debt service on the Bonds due to delinquencies in payment of the Special Taxes. However, as of the date of delivery of the Bonds, there are only two property owners within the District. It is unlikely that if one of the initial property owners is delinquent in the payment of any installment of the Special Tax, the Property Owners would pay such additional Special Tax(see"BONDOWNERS'RISKS"herein). The Special Taxes are to be levied and collected according to the Rate and Method of Apportionment described in the section entitled"THE DISTRICT-Rate and Method of Apportionment of the Special Tax"herein. Revenues that may be raised from the levy of the maximum Special Taxes are expected to be a minimum of 124%of the revenues actually needed for debt service on the Bonds. The Special Taxes with respect to any parcel within the District will not be affected by any changes in the zoning of such parcel or the failure to develop the parcel as contemplated by the Property Owners. Subject to the limitation on the maximum amount of the Special Taxes that may be levied on any parcel in the District, the annual levy of the Special Taxes may be increased to the extent necessary to replenish the Reserve Fund if amounts have been withdrawn from such fund to pay debt service on the Bonds due to delinquencies in payment of the Special Taxes. Although the Special Taxes will constitute a lien on parcels within the District, it does not constitute a personal indebtedness of the owners of property within the District. There is no assurance that the property owners will pay the annual Special Taxes (see "BONDOWNERS' RISKS" and "THE DEVELOPMENT-Property Ownership"herein). The Special Taxes will be collected by the County in the same manner and at the same time as ad valorem property taxes are collected by the Tax Collector-Treasurer of the County. When received, such Special Taxes will be deposited in the Special Taxes Fund to be held by the City and transferred 10 by the City to the Fiscal Agent (after deductions for the City's administrative expenses and costs of services to be provided in the District)for payment of debt service on the Bonds,if any,or for deposit, if required, in the Reserve Fund to be held by the Fiscal Agent in order to restore the balance therein to the Reserve Requirement. Covenant for Superior Court Foreclosure Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the Special Taxes, the City may order the institution of a superior court action to foreclose the lien therefor, provided such action is brought not later than four years after the final maturity date of the Bonds. In such an action, the real property subject to the unpaid amount may be sold at a judicial foreclosure sale. If foreclosure is necessary, there could be a delay in payments to owners of the Bonds pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale if the Reserve Fund is depleted. Although, as provided in the Rate and Method of Apportionment of the Special Tax,the City may adjust the Special Taxes on all property within the District to provide an amount required to pay principal of and interest on the Bonds, plus administrative expenses and the amount, if any, necessary to replenish the Reserve Fund to an amount equal to the Reserve Requirement, any.such adjustment is limited by the maximum amount of Special Taxes and may not be sufficient to ensure timely payment of principal of and interest on the Bonds (see "BONDOWNERS' RISKS"herein). Furthermore,no assurances can be given that the real property subject to foreclosure and sale at a judicial foreclosure sale will be sold or, if sold, that the proceeds of such sale will be sufficient to pay any delinquent Special Taxes installment. Although the Act authorizes the City to cause such an action to be commenced and diligently pursued to completion, the Act does not specify the obligations of the City with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the execution sale pursuant to the judgment in any such action if there is no other purchaser at such sale, nor does the Act specify the priority relationship, if any, between the Special Taxes and other taxes and assessment liens. A judgment debtor (property owner) has 140 days from the date of service of the notice of levy in which to redeem the property to be sold. If a judgment debtor fails to so redeem and the property is sold,his only remedy is an action to set aside the sale, which must be brought within six(6) months of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made. The constitutionality of the aforementioned legislation, which repeals the former one-year redemption period, has not been tested and there can be no assurance that, if tested, such legislation will be upheld. As a result of the foregoing, in the event of a delinquency or nonpayment of one or more Special Tax installments, there can be no assurance that there would be available to the Fiscal Agent sufficient funds to pay when due the principal of and the interest on the Bonds. Reserve Fund In order to secure further the timely payment of principal of and interest on the Bonds, the City is required, upon delivery of the Bonds,to deposit in the Reserve Fund an amount equal to the 8%of the initial aggregate principal amount of the Bonds (the "Reserve Requirement"). Thereafter, the City is required to deposit from the Special Taxes and maintain an amount of money equal to the Reserve Requirement in the Reserve Fund at all times while the Bonds are outstanding. Amounts in the Reserve Fund will be used to pay debt service on the Bonds to the extent other moneys are not available therefor. Earnings on amounts in the Reserve Fund may be deposited into the Bond Fund to 11 the extent not required to be retained in the Reserve Fund. Amounts in the Reserve Fund may be used to pay the final year's debt service on the Bonds and amounts rebateable to the federal government (see"THE FISCAL AGENT AGREEMENT"herein). Capitalized Interest There will be an initial deposit to the Bond Fund out of Bond proceeds which, together with accrued interest on the Bonds, has been calculated to be sufficient to make the interest payments on the Bonds to and including October 1, 1991. BONDOWNERS' RISKS Concentration of Ownership Most of the land within the District is currently owned by Limited Partnerships in which the General Partner is The Dahl Company or Southwest Diversified(the"Developers"). For a summary of the current ownership of land in the District, see "THE DEVELOPMENT- Property Ownership" herein. The Developers intend to develop the land within the District for residential use. The Developers intend to construct 113 residential detached dwellings for sale to the public. There may be subsequent transfers of ownership of the property within the District prior to completion of development. The fact that most of the land within the District is currently controlled by two Developers, is substantially undeveloped and is subject to a number of contingencies which could slow or prevent future development presents significant risks to the Bondowners. No assurance can be given that the development will be partially or fully completed, and in assessing the investment quality of the Bonds prospective purchasers should evaluate the risks of noncompletion discussed below. First, undeveloped land is less valuable than developed land and provides less security to the Bondowners should it be necessary for the District to foreclose on undeveloped property due to the nonpayment of Special Taxes. Second, an inability to develop the land within the District as planned will reduce the diversity of ownership of land within the District, making the Bondowners more dependent upon timely payment of the Special Tax levied on the undeveloped property. Currently, ownership of the land within the District is controlled by two Developers and, thus, until land is sold to others, the two Developers are responsible for 100%of the annual Special Tax levy. Commencing in 1991/92, the District will need to levy an annual Special Tax of approximately $212,000 to pay debt service on the Bonds and the expenses of the District. Because of the existing concentration of ownership of District land, the timely payment of the Bonds depends upon the willingness and ability of the Developers to pay the Special Taxes levied on the undeveloped land when due. A slowdown or stoppage in the continued development of the District might reduce the willingness of the Developers,or any successor, to make Special Tax payments on undeveloped property. In addition to reducing the ability and willingness of the landowners to make Special Tax payments, a slowdown of the development process could adversely affect land values and the proceeds at a foreclosure sale in the event that Special Taxes are not paid when due. Land Development The Developers anticipate constructing 113 single family detached homes within the District. The development and subsequent home sales may be adversely affected by changes in general economic 12 conditions,fluctuations in the real estate market, and other similar factors,including development in surrounding areas which may compete with the developments within the District. The Special Taxes are to be collected from the owners of property located within the District, and levy of the Special Taxes are not dependent on the selling of homes and the completion of the development of the properties within the District. Nevertheless, the extent of completion of the development of the property within the District may affect the ability and willingness of landowners to pay the Special Taxes and may affect the market value of any property foreclosed upon for nonpayment of installments of the Special Taxes. Land Values Customarily, the issuers of Special Tax Bonds obtain an appraisal of the market value of the property subject to the Special Tax in order to have an estimate of the security value of the parcels relative to the amount of the outstanding indebtedness of the Special Tax Bonds. In this case,the City is providing the County Appraiser's estimate of "full cash value" (the "Assessed Value") of the property as opposed to an appraisal. The Assessed Value of the parcels in the District as carried on the assessment rolls of the County is $25,206,947. The Assessed Value is approximately 10.50 times the initial aggregate principal amount of the Bonds. While, in general, market value is in excess of Assessed Values, and in some cases well in excess of Assessed Value, no assurance can be given that should a parcel or lot with delinquent installments of the Special Tax be foreclosed, that any bid will be received for such property or, if a bid is received, that such bid will be sufficient to pay delinquent installments of unpaid taxes. However, since the Act requires that a property be sold only for the amount delinquent, it is anticipated that the value of the land as appraised by the County Assessor should be sufficient to secure any delinquent installments of unpaid Special Taxes. Collection of the Special Taxes In order to pay debt service on the Bonds,it is necessary that the Special Taxes levied against land within the District be paid in a timely manner. The interest payments on the Bonds through and including October 1, 1991, will be funded from Bond proceeds. The first levy of the Special Taxes will occur in the tax year 1991/92, with the first installment due and payable on December 10, 1991, and the second installment due and payable on April 10, 1992. Taxes collected from payments on the first levy of the Special Taxes will be available to pay interest coming due on April 1, 1992 and principal and interest and principal coming due on October 1, 1992. Should the Special Taxes not be paid on time, the District has established a Reserve Fund to pay debt service on the Bonds to the extent other funds are not available therefor. Records of the Orange County Treasurer-Tax Collector reveal no current property tax delinquencies on the parcels comprising the District. The City has covenanted to institute foreclosure proceedings to sell any property delinquent in the Special Taxes in order to obtain funds to pay debt service on the Bonds. If foreclosure proceedings were ever instituted, any mortgage or deed of trust holder could, but would not be required to, advance the amount of the delinquent Special Taxes to protect its security interest. (See "SOURCES OF PAYMENT FOR THE BONDS - Covenant for Superior Court Foreclosure" for provisions which apply in the event foreclosure is required and which the District is required to follow in the event of delinquency in the payment of the Special Taxes). If any property within the District becomes exempt from taxation through ownership by a non- taxable entity such as the State of California or a local government,for a public purpose (for example, through dedication or condemnation of property for use as a public street or highway), the Special Taxes will be reallocated to the taxable properties within the District. This would result in the owners 13 of such properties paying a greater amount of the Special Taxes and could have an adverse impact upon the payment of the Special Taxes. Bankruptcy The payment of the Special Taxes and the ability of the District to foreclose the lien of a delinquent unpaid tax, as discussed in the section herein entitled"SOURCES OF PAYMENT FOR THE BONDS", may be limited by bankruptcy, insolvency,or other laws generally affecting creditors'rights or by the laws of the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Although bankruptcy proceedings would not cause the taxes to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings. Such delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds and the possibility of delinquent tax installments not being paid in full. To the extent all of the property in the District continues to be owned by a few property owners,the payment of the Special Taxes and the ability of the District to foreclose the lien of a delinquent unpaid tax could be delayed by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure. Additional Taxation On June 3, 1986, California voters approved an amendment to Article XIIIA of the California Constitution to allow local governments and school districts to raise their property tax rates above the constitutionally mandated 1%ceiling for the purpose of paying off certain new general obligation debt issued for the acquisition or improvement of real property and approved by two-thirds of the votes cast by the qualified electorate. If any such voter-approved debt is issued, it may be on a parity with the lien of the Special Taxes on the parcels within the District. Parity Taxes and Special Assessments The Special Taxes and any penalties thereon will constitute a lien against the lots and parcels of land on which they will be annually imposed until they are paid. Such lien is on a parity with all special taxes and special assessments levied by other agencies and is co-equal to and independent of the lien for general property taxes regardless of when they are imposed upon the same property. The Special Taxes have priority over all existing and future private liens imposed on the property. The City, however, has no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property within the District. Any such special taxes or assessments will have a lien on such property on a parity with the lien of the Special Taxes. Future Indebtedness At the present time, most of the property in the District is still only partially developed. In order to develop any improvements on that land, the Developers will need to construct improvements over and above those being financed with the proceeds of the Bonds. The cost of these additional improvements may well increase the public and private debt for which the land in the District or other land or collateral owned by the Developers is security over that contemplated by the Bonds, and such increased debt could reduce the ability or desire of the Developers or future property owners to pay the Special Taxes levied against the land in the District. 14 No Acceleration Provision The Fiscal Agent Agreement does not contain'a provision allowing for the acceleration of the principal of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement. Pursuant to the Fiscal Agent Agreement, any owner of any of the Bonds is given the right for the equal benefit and protection of all owners similarly situated to pursue certain remedies described under"THE-FISCAL AGENT AGREEMENT-Remedies of Bondowners". THE FISCAL AGENT AGREEMENT The following is a summary o certain provisions o the Fiscal Agent Agreement and does'not f g y f P f g g purport to be a complete restatement thereof: Reference is hereby made to the Fiscal Agent Agreement for further information in this regard. Copies of the Fiscal Agent Agreement are available from the City upon request. Creation of Funds and Accounts The Fiscal Agent Agreement establishes the following funds and accounts: 1. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Bond Fund(the "Bond Fund") which will be held by the Fiscal Agent. The moneys transferred to the Bond Fund by the Fiscal Agent are to be used for paying principal of (including insinking payments)and all of the interest,and any premium,due and payable on all of the Bonds. A 2. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Reserve Fund (the "Reserve Fund") which will be held by the Fiscal Agent. The moneys placed in the Reserve Fund upon sale and delivery of the Bonds and moneys,and any amounts, subsequently deposited to replenish the Reserve Fund will be used only for payment of the principal of and interest, and any premium, on the Bonds, including insinking payments, in the event that the moneys in the Bond Fund are insufficient therefor. 3. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Improvement Fund (the "Improvement Fund") will be held by the Fiscal Agent. The moneys set aside and placed in the Improvement Fund will be used exclusively for the purpose of acquiring public improvements to be constructed as part of the Project and defraying other related costs of the Project. Upon completion of the Project, any surplus remaining in the Improvement Fund will be transferred to the Bond Fund. 4. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Cost of Issuance Fund (the "Cost of Issuance Fund") will be used to defray the necessary expenses in connection with the issuance and sale of the Bonds. The Cost of Issuance Fund will be held by the Fiscal Agent; any moneys remaining in the Cost of Issuance Fund after 180 days will be transferred to the Administrative Expense Fund. 5. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Special Tax Fund (the `Special Tax Fund") which will be held by the Treasurer of the City. Special Taxes which have been collected by the Treasurer will be-deposited in the Special Taxes Fund and transferred to the Fiscal Agent for deposit into the Reserve Fund and Bonds in the amounts set forth in the Fiscal Agent Agreement. The balance then in the Special Tax Fund will be transferred for deposit in the Administrative Expense Fund and the Services Fund as provided in the Fiscal Agent Agreement. 15 6. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Administrative Expense Fund (the "Administrative Expense Fund") which will be held by the Fiscal Agent. The Administrative Expense Fund will be used to pay all administrative expenses as defined in the Fiscal Agent Agreement. 7. City of Huntington Beach Community-Facilities District No: 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Rebate Fund (the "Rebate Fund") to be held by the Fiscal Agent. The Fiscal Agent is required to direct and control a Rebate Fund separate and apart from the other funds established under the Fiscal Agent Agreement, and is required to deposit certain amounts into the Rebate Fund,as described in the Fiscal Agent Agreement.. 8. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Services Fund (the "Services Fund") which will be held by the Treasurer of the City and disbursed as required in the Fiscal Agent Agreement. Application of Special Tax Revenues Pledge of the Special Taxes. The Bonds shall be secured by a first pledge(which shall be effected in the manner and to the extent provided in the Fiscal Agent Agreement) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund, the Reserve Fund and, until disbursed, the Improvement Fund. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided with respect to moneys disbursed from the Improvement Fund) are dedicated in their entirety to the payment,of the principal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all the Bonds have been paid and retired or until moneys or noncallable Federal Securities have been set aside irrevocably for that purpose. All Special Tax Revenues transferred to the Fiscal Agent and will be used solely for the following purposes and in the following priority: Bond Fund (A) Disbursements. On each Interest Payment Date, the Fiscal Agent will withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of and interest and any premium then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth herein. In the event that amounts in the Bond Fund are insufficient, the Fiscal Agent will withdraw from the Reserve Fund to the extent of any funds therein,and then will provide written notice to the Treasurer of the amounts so withdrawn from the Reserve Fund. (B) Investment. Moneys initially deposited in the Bond Fund will be invested in Permitted Investments in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from such investment will be retained in the Bond Fund. Reserve Fund (A) Use of Fund. Except as otherwise described below, all amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds or for the purpose of redeeming Outstanding Bonds from the Bond Fund. 16 (B) Transfer Due to Deficiency in Bond Fund. Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent will provide written notice thereof to the Treasurer. (C) Transfer of Excess of Reserve Requirement. Whenever,on the day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Fiscal Agent will provide written notice to the Treasurer of the amount of the excess and will transfer an amount equal to the excess from the Reserve Fund to the Bond Fund to be used for the payment of the principal of and interest on the Bonds on the next succeeding Interest Payment Date. (D) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied,on the next succeeding Interest Payment Date to the payment and redemption of all Outstanding Bonds, with any balance being transferred to the City to be used for any lawful purpose of the City. (E) Investment. Moneys in the Reserve Fund will be invested in Permitted Investments. Interest earnings and profits from investment of moneys in the Reserve Fund will be retained in the Reserve Fund. (F) Transfer for Rebate Purposes. Amounts in the Reserve Fund are required to be withdrawn for purposes of making payment to.the Federal Government as specified in the Fiscal Agent Agreement. Description of Other Funds and Accounts Improvement Fund (A) Procedure for Disbursement. Disbursements from the Improvement Fund will be made by the Fiscal Agent upon receipt of an Officer's Certificate which will: (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made and the person to which the disbursement is to be paid; and (ii) certify that the disbursement is in accordance with the Acquisition Agreement and that no portion of the amount then being requested to be disbursed was set forth in any Officer's Certificate previously filed requesting disbursement. (B) Investment. Moneys in the Improvement Fund will be invested in Permitted investments. Interest earnings and profits from such investment and deposit will be deposited by the Fiscal Agent in the Bond Fund. (C) Closing of Fund. Upon the filing of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent will transfer the amount, if any, remaining in the Improvement Fund for deposit in the Bond Fund for application to the payment of principal of and interest on the Bonds and the Improvement Fund will be closed. 17 Special Taxes Fund (A) Disbursements. As soon as practicable after the receipt by.the.City of any Special Tax Revenues, but no later than ten Business Days after such receipt, the City will withdraw from the Special Tax Fund and transfer to the Fiscal Agent for deposit in the Reserve Fund until the amount then on deposit therein is equal to the Reserve Requirement and an amount sufficient, together with the amounts then on deposit in the Bond Fund to pay principal, premium, if any, and interest on the Bonds as specified in the Fiscal Agent Agreement. All other amounts then in the Special Tax Fund will, concurrently with the foregoing transfer, be transferred to (i) the Fiscal Agent for deposit in the Administrative Expense Fund in an amount, together with the amounts then on deposit in the Administrative Expense Fund, to pay the estimated expenses to be incurred in the then current Fiscal Year and(ii)the balance retained by the City for deposit in the Services Fund for the purposes of such Fund. (B) Investment. Moneys in the Special Tax Fund will be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings-and profits resulting from such investment and deposit will be retained in the Special Tax Fund to be used for the purposesthereof. Administrative Expense Fund (A) Disbursement. Amounts in the Administrative Expense Fund will be withdrawn by the Fiscal Agent and paid to the City or its order upon receipt by the Fiscal Agent of an Officer's Certificate stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense(or a Cost of Issuance)and the nature thereof. Annually, on the last day of each Fiscal Year, the Fiscal Agent-will withdraw any amounts then remaining in the Administrative Expense Fund that have not been allocated to pay Administrative Expenses incurred but not yet paid and transfer such amounts,to the Special Tax Fund. (B) Investment. Moneys in the Administrative Expense Fund will be invested in Permitted Investments in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from said investment will be retained by, the Fiscal Agent in the Administrative Expense Fund to be used for the purposes of such fund. Cost of Issuance Fund (A) Disbursement. Amounts in the Cost of Issuance Fund will be disbursed from time to time to pay Cost of Issuance,as set forth in a requisition containing respective amounts to be paid to the designated payees,signed by an Authorized Officer and delivered to the Fiscal Agent. The Fiscal Agent will pay all Cost of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such requisition, or upon receipt of an Officer's Certificate requesting payment of a Cost of Issuance not listed on the initial requisition delivered to the Fiscal Agent on the Closing Date. The Fiscal Agent will maintain the Cost of Issuance Fund for a period of 180 days from the date of delivery of the Bonds and then will transfer any moneys remaining therein, including any investment earnings thereon, for deposit in the Administrative Expense Fund for payment of any unpaid Cost-of Issuance. (B) Investment. Moneys in the Cost of Issuance Fund will be invested in Permitted Investments in accordance with the Fiscal Agent Agreement. Interest earnings and profits 18 resulting from said investment will be retained by the Fiscal Agent in the Cost of Issuance Fund to be used for the purposes of such fund. Services Fund (A) Disbursement. Amounts in the Services Fund shall be withdrawn by the Treasurer and paid to the City or its order upon receipt by the Treasurer of an Officer's Certificate stating the Amount to be withdrawn, that such amount is used to pay for a Service and the nature of such Service. i Annually, on the last day of each Fiscal Year, the Treasurer shall withdraw any amount then remaining in the Services Fund that have not been allocated to pay Services incurred but not yet paid, and which are otherwise encumbered, and.transfer such amounts to the Special Tax Fund. (B) Investment. Moneys in the Services Fund shall be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from said investment shall be retained by the Treasurer in the Services Fund to be used for the purposes of such fund. Investment of Funds and Accounts; Disposition of Investment Proceeds Moneys in any fund or account created or established by the Fiscal Agent Agreement and held by the Fiscal Agent,will be invested by the Fiscal Agent in Permitted Investments which by their terms mature prior to the date on which such moneys are needed under the Fiscal Agent Agreement or are otherwise available on such date. Subject in all respects to the provisions of rebate of excess investment earnings to the United States, moneys in any fund or account created or established by the Fiscal Agent Agreement and held by the Treasurer will be invested by the Treasurer in any lawful investments that the City may make, which by their terms mature prior to the date on which such moneys are required to be paid out thereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of the Fiscal Agent Agreement for transfer of interest earnings and profits resulting from investment of amounts in the funds and accounts. The Fiscal Agent or the Treasurer may act as principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Treasurer will incur any liability for losses arising from any investments made in accordance with the Fiscal Agent Agreement. For purposes of determining the amount on deposit in any fund or account held under the Fiscal Agent Agreement,all investments credited to such fund or account will be valued at the cost thereof (excluding accrued interest and brokerage commissions,if any). J The Fiscal Agent or the Treasurer, as applicable, will sell at the highest price reasonably c obtainable, or present for redemption, any_investment security whenever it will be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Treasurer will be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance with the provisions of the Fiscal Agent Agreement. Rebate of Excess Investment Earnings to the United States The City covenants to comply with Section 148(f) of the Code and to that end to take or cause the Fiscal Agent to take or otherwise cause to be taken all actions required by the Fiscal Agent Agreement. 19 I The City and the Fiscal Agent shall assure that Excess Investment Earnings are not paid or disbursed except as required by the Fiscal Agent Agreement. To that end the..City and the Fiscal Agent shall assure that investment transactions are on an arm's length basis and that nonpurpose investments are acquired at their fair market value. In the event that nonpurposednvestments consist of certificates of deposit or investment contracts,investments in such nonpurpose investments shall be made in accordance with the procedures described in applicable Regulations as.from time to time in effect. Covenants of the City So long as any of the Bonds are outstanding and unpaid, the City is required (through its proper members, officers, agents or employees) to faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Fiscal Agent Agreement or in any Bond issued thereunder,including the following covenants for the benefit of the Bondowners: Punctual Payment. The City will punctually pay or cause to be paid the principal of,and interest and any premium on, the Bonds when and as due in strict conformity with the terms of the j Fiscal Agent Agreement and any Supplemental Agreement,and it will faithfully observe and perform all of the conditions,covenants and requirements of the Fiscal Agent Agreement and all Supplemental Agreements and of the Bonds. I Limited Obligation. The Bonds are limited obligations of the City on behalf of the District j and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the funds and accounts created under the Fiscal Agent Agreement. Notwithstanding any other provision of the Fiscal Agent Agreement, the City is not obligated to advance funds from the City treasury to cure any deficiency in the Bond Fund, the Reserve Fund, or the Administrative Expense Fund; provided, however, that nothing in the Fiscal Agent Agreement shall prevent the City, in its sole and absolute discretion and pursuant to such terms and conditions as it shall determine appropriate, from making such advances for the purpose of curing such deficiency. Extension of Time for Payment: In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in the case of default under the Fiscal Agent Agreement,.to the benefits of the Fiscal Agent Agreement, except subject to the prior payment in full of the principal of all the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon the Special Taxes Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien created in the Fiscal Agent Agreement for the benefit of the Bonds, except as permitted by the Fiscal Agent Agreement. Books and Records. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City which may be the books and records of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Improvement Fund, the Special Tax Fund and the Administrative Expense Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent,and the owners 20 of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent,in which complete and correct entries will be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund, the Reserve Fund, the Improvement Fund and the Costs of Issuance Fund. Such books of record and. accounts will at all times during business hours be subject to the inspection of the City and the owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the owners,and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City. Compliance with Law, Completion of the Project; Payment for Services. The City will comply with all applicable provisions of the Act and law in completing the acquisition of the Project and in disbursing funds for the payment of the costs of services. Private Business Use Limitation. The City shall assure that: I (a) not in excess of ten percent (10%) of the proceeds of the Bonds is used for Private Business Use if, in addition, the payment of the principal of, or the interest on more than ten percent (10%) of the proceeds of the Bonds is (under the terms of the Bonds or any underlying arrangement) directly or indirectly, (i) secured by any interest in property, or payments in respect of property, used or to be used for a Private Business Use,or(ii)to be derived from payments(whether or not to the City or the District) in respect of property, or borrowed money, used or to be used for a Private Business Use;and (b)in the event that in excess of five percent(5%)of the proceeds of the Bonds are used for a Private Business Use, and, in addition, the payment of the principal of, or the interest on, more than five percent (5%) of the proceeds of the Bonds is, (under the terms of the Bonds or any underlying arrangement) directly or indirectly, secured by any interest in property, or payments in respect of property,used or to be used for said Private Business Use or is to be derived from payments (whether or not to the City) in respect of property,or borrowed money, used or to be used for a Private Business Use, then (A) said excess over said five percent (5%) of the proceeds of the Bonds which is used for a Private Business Use shall be used for a Private Business Use related to a government use of such proceeds and (B) each such Private Business Use over five percent (5%) of the proceeds of the Bonds which is related to a government use of such Proceeds shall not exceed the amount of such Proceeds which is used for the government use of Proceeds to which such Private Business Use is related. Private Loan Limitation. The City shall assure.that not in excess of the lesser of five percent(5%)of the proceeds of the Bonds or $5,000,000 is to be used,directly or indirectly, to make or finance a loans (other than loans constituting Nonpurpose Investments and other than loans which enable the borrower to finance any governmental tax or assessment of general application for a specific essential governmental function)to persons other than state or local government units. Collection of Special Taxes. The City shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues,including without limitation, the enforcement of delinquent Special Taxes. On or within five (5) Business Days of each June 1, the Fiscal Agent will provide the Treasurer with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund, 21 and informing the City that Special Taxes are to be levied as necessary to provide for annual debt service and administrative expenses and replenishment(if necessary) of the Reserve Fund so that the balance therein equals the Reserve Requirement. The receipt of such notice by the Treasurer shall in no way affect the obligations of the Treasurer under the following two paragraphs. Upon receipt of such notice,the Treasurer will communicate with the County Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied,taking into account any parcel splits during the preceding and then current year. The Treasurer will effect the levy of the Special Taxes each Fiscal Year,in accordance with the ordinance of the City levying the tax by each August 1 that the Bonds are outstanding, such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Taxes amounts for the parcels within the District for inclusion on the next tax roll. Upon the completion of the computation, the Treasurer will prepare or cause to be prepared, and will transmit to the County Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next tax roll. The City shall fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any Outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during such year. The Special Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation. The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable,and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions,instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Fiscal Agent Agreement, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in the Fiscal Agent Agreement. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the Gross Proceeds of the Bonds which if such action had been reasonably expected to have been taken,or had been deliberately and intentionally taken,on the date of delivery of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148(a)of the Code and the Regulations. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be "federally guaranteed"within the meaning of Section 149(b)of the Code and the Regulations. Compliance with the Code. The City covenants to take any and all action and to refrain from taking such action, which is necessary in order to comply with the Code or amendments thereto in order to maintain the exclusion from federal gross income, pursuant to Section 103 of the Code, of the interest on the Bonds paid by the City and received by the Owners. Covenant to Foreclose. The City covenants in the Fiscal Agent Agreement with and for the benefit of the owners of the Bonds that it will order, and cause to be commenced within 150 days following the date of notice to the City of a delinquency, and thereafter diligently prosecute, an action in the superior court to foreclose the lien of any Special Taxes or installment thereof not paid when 22 due. The Treasurer will notify the City Attorney of any such delinquency of which it is aware,and the Treasurer will instruct the City Attorney to commence,or cause to be commenced,such proceedings. Amendments The Fiscal Agent Agreement and the rights and obligations of the District, the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Fiscal Agent Agreement pursuant to the affirmative vote at a meeting of the Owners, or with the written consent without a meeting, of the owners of at least 60% in aggregate principal amount of the Bonds then Outstanding are filed with the City,exclusive of disqualified Bonds. No such modification or amendment may (i) extend the maturity of any Bond or reduce the interest rate thereon or otherwise alter or impair the obligation of the City on behalf of the District to pay the interest on or principal or redemption premium, if any, on any Bond without the express written consent of the owner of such Bond, or (ii) permit the creation of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or the Fiscal Agent Agreement), or (iii) reduce the percentage of Bonds required for the amendment of the Fiscal Agent Agreement, or (iv) modify any rights or obligations of the Fiscal Agent without its prior written consent. The Fiscal Agent may obtain an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of the Fiscal Agent Agreement and the Fiscal Agent may conclusively rely on such opinion. The Fiscal Agent Agreement and the rights and obligations of the District, the City and of the owners of the Bonds may also be modified or amended at any time by a Supplemental Fiscal Agent Agreement without the consent of any owners, but only to the extent permitted by law and only for any one or more of the following purposes: (a) . to add to the covenants and agreements of the City contained in the Fiscal Agent Agreement, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power reserved to or conferred upon the City in the Fiscal Agent Agreement;or (b) to make modifications not adversely affecting any outstanding series of Bonds of the District in any material respect; . (c) to make provisions for the purpose of curing any ambiguity,or of curing,correcting or supplementing any defective provision contained in the Fiscal Agent Agreement, or in regard to questions arising under the Fiscal Agent Agreement,as the City and Fiscal Agent may deem necessary or desirable and not inconsistent with the Fiscal Agent Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; (d) to make such additions, deletions or modifications as may be necessary to assure compliance with section 148 of the Code relating to required rebate of Excess Investment Earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations. Remedies of Bondowners The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Resolution of Issuance. 23 Liability of the City The City will not incur any responsibility in respect of the Bonds or the Fiscal Agent Agreement other than in connection with the duties or obligations explicitly in the Fiscal Agent Agreement or in the Bonds assigned to or imposed upon it. The City will not be liable in connection with the performance of its duties under the Fiscal Agent Agreement, except for its own negligence or willful default. The City will not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions,covenants or agreements of the Fiscal Agent in the Fiscal Agent Agreement or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default or event of default thereunder. In the absence of bad faith, the City, including the Treasurer, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of the Fiscal Agent Agreement. The City, including the Treasurer, will not be liable for any error of judgment made in good faith unless it is proved that it was negligent in ascertaining the pertinent facts. No provision of the Fiscal Agent Agreement will require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations under the Fiscal Agent Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The City may rely and will be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney,with regard to legal question, and the opinion of such counsel will be full and complete authorization and protection in respect of any action taken or suffered by it under the Fiscal Agent Agreement in good faith and in accordance therewith. Whenever in the administration of its duties under the Fiscal Agent Agreement the City will deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action thereunder, such matter (unless other evidence in respect thereof be therein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent,and such certificate will be full warrant to the City for any action taken or suffered under the provisions of the Fiscal Agent Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. In order to perform its duties and obligations under the Fiscal Agent Agreement, the City may employ such persons or entities as it deems necessary or advisable. The City will not be liable for any of the acts or omissions of such persons or entities employed by it in good faith under the Fiscal Agent Agreement, and will be entitled to rely, and will be fully protected in doing so, upon the opinions, calculations,determinations and directions of such persons or entities. The Fiscal Agent The Fiscal Agent will act as the agent and depository of the District for the purpose of receiving all moneys required to be paid to the Fiscal Agent, to allocate, use and apply the same, to hold, receive and disburse the Special Tax Revenues and other funds held under the Fiscal Agent Agreement, and otherwise to hold all the offices and perform all the functions and duties provided in the Fiscal Agent Agreement to be held and performed by the Fiscal Agent. The Fiscal Agent will signify its acceptance 24 of the duties and obligations imposed upon it by executing and delivering to the District a written acceptance thereof, and by executing and delivering such acceptance, the Fiscal Agent will be deemed to have accepted such duties and obligations, but only upon the terms and conditions set forth in the Fiscal Agent Agreement. THE DISTRICT a General The District consist of three noncontiguous areas with the City of Huntington Beach, California, t generally located south of Ellis Avenue between Edwards Street and Goldenwest Street. The three areas consist of seven separately owned parcels that are in the process of being subdivided and developed by two developers(see "THE DEVELOPMENT-The Developer"herein). One of the Developers, The Dahl Company,is a general partner in several of the partnerships currently owning the land. The boundaries of the District approved and designated in the Resolution are legally described and shown on the Boundary Map included herein. Facilities Description A community facilities district may,pursuant to State law, provide for the purchase,construction, expansion or rehabilitation of any real or tangible property with an estimated useful life of five (5) years or longer. The public facilities proposed to be financed need not be physically located within the proposed community facilities district. Public .facilities proposed to be financed from proceeds of the Bonds, and pursuant to the Resolution of Formation,public facilities that may be financed(the "Facilities") generally include the following: 1. Improvements to Ellis Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 2. Improvements to Goldenwest Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 3. Improvements to Quarterhorse Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and ' related improvements. 4. Improvements to Saddleback Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 5. Improvements to Edwards Street in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 6. Water and sewer system improvements along Ellis Avenue,Quarterhorse Lane and Saddleback Lane in the vicinity of the District,including related improvements. 7. Undergrounding of utilities along one or more of the foregoing streets in the vicinity of the District,including any related work. 25 8. Fire station improvements,including construction and related costs. r 9. Acquisition of emergency vehicle traffic interruption devices. Proposed Services to be Financed by the District The Act provides that a Community Facilities District may finance certain specified services within the boundaries of the District. The Community Facilities District may only finance services that are in addition to services that were provided to the District prior to the District being created. Those additional services proposed to be financed in part by the District are as follows: 'r 1. Police and Fire protection services, Paramedic services, in each case in addition to those ; currently provided in the District. r Incidental Expenses to be Financed by the District 1. Costs of engineering,design,planning and coordination related to the above-listed facilities. 2. Bond related expenses, including underwriter's discount, reserve fund, capitalized interest, bond counsel and all other incidental expenses. 3. Administrative fees of the City and the Bond trustee or fiscal agent related to the District and ' the Bonds. i a • I I 1 i 26 SCALE' 1- . 200' PROPOSED BOUNDARY MAP SHEET I OF I COMMUNITY FACILITIES DISTRICT NO . 1990- 1 (GOLOENVEST/ELLIS AREA) . OTT OF IORITINGTON URCH COUNTY OF ORANGE. STATE OF CALIFORNIA PORTION OF THE SOUTHEAST OUARTER OF SECTION 34. TOWNSHIP 5 SOUTH. RANGE 11 VEST SAN BERNARDINO MERIDIAN IN THE RANCHO LAS BOLSAS.CITY OF HUNTINGTON BEACH. COUNTY OF ORANGE.STATE OF CALIFORNIA. FILED IN THE OFFICE OF THE CITY CLERK OF THE CITY OF HUNTINGTON BERCN.CRLIFORNIA. THIS OF ,1990 ELLIS AVENUE 07T CLERK OF N e9.10.20'E 659.% N 59•w'20'E 1319.9e CITY aFHUNTINGTON BEACH N 09.10'20'E 059,95 N 09.10.20'E 619.90 LNO-51- HEREBY CERTIFY THAT THE UITHIN MAP SHOWING n$ R PROPOSED BOUNDARIES OF COMMUNITY FACILITIES �GTENTATIVE DISTRICT NO. 1990-1 LGOLDENWEST/ELLIS ARFUs'W . tTRACT 13269 - o• TRACT 14109 H" OF THE CITY OF HUNTINGTON BEACH,COUNTY OF ORANGE Ro °w SIAIE Of CALIFORNIA.WAS RIIPROVED BY THE OTT COUNCIL ^� OF THE CITY OF HUNTINGTON BEACH AT R REGULAR MEETING • 2 $Eel oBetiO ° N59•lo•1e•E 059.95 In THEEAtOF,HELD ON THE _--DRY OF w $ ° ° TENTATIVE PRRCE NAP 90-182 1 3 vi BY ITS RESOLUTION NO. Li 1 ° ° ° _ Ne9'10'IB't 19992 F w - NN0')I'N'W U=1 T CLERK TRACT 13270 16500 N t 11 BAD 0 Cl ER HUNIINGIOM 99CH cc n. In LU M e9.10'20•E 660.05 H eW 10'20•E 550.05 Ng TENTATIVE a:" -p! TRACT 14035 FILED THIS CA, OF '990. AT THE HOUR OF_O'CLOCK MINUTES. IN BOOK AT PAGE OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS IN THE. OFFICE OF THE COUNTY RECORDER ee N 09.10'1.•E 0.10 - TENTATIVE OF THE COUNTY OF ORANGE. STATE. OF CAL IFORNIA. R TRACT 13439 COUNTY RECORDER OF COUNTY OF ORANGE DATA DaTAA9ENIIMB RAD 1. LE31.ID10T. TANOOR N 59.10'41•E 000.06 N 0.01.02•V 40.00 N e9.10'20'E 559.96 P N 09.00'04•E I 40,00 3 N 0.20'49•V I 51.9e 21.55.04• 1155.05 21.42 10.04 M. N e9.10.20•E IIOJ.00 — — N 0•49'.0•W ..20 N 59.10.20•E 77.00 0 N 0'49'.0•W 3.69 TENTATIVE ° Ne9.1o•zo•F 75.0D O TRACT 13714 �" M 0•.9•.0'Y a..5 N 0.49•.'V 0..9 N e9•10'20•E 113 56 N 59.10'21•E 059.95 /O'30 Facilities Cost Estimate The Bonds are proposed to be issued based upon the estimates shown below. Prior to the delivery of the Bonds, the Property Owner will enter into a Acquisition Agreement with the City in which the Property Owner agrees to pay any costs overruns, inspection fees, and the costs of administrating the public works contract. The City's Engineer reviewed the reasonableness of the costestimates. SUMMARY OF COSTS OF CONSTRUCTION OF PUBLIC IMPROVEMENTS TO BE FINANCED WITH BOND PROCEEDS Land Costs $ 110,118 Construction Related Costs Police& Fire $ 50,000 Offsites 1,523,422 Indirect Costs 15,933 General Administration 126,937 Total Construction $1,716,292 TOTAL $1,826,480 CONSTRUCTION COST DETAIL Land and Acquisition Costs Land Cost-Ency $ 99,000 Escrow 495 Title 693 Legal Costs 10,000 Total $ 110,188 Police& Fire Facilities and Equipment $ 50,000 Offsite Construction-Land Development Demo&Grubbing $ 16,526 Survey 20,000 Grading-Cut/Fill 91,731 Grading-Import 46,688 Sewer Manholes 27,500 Sewer 8 Inch 19,099 Water 12 Inch 31,590 Water 8 Inch 151,000 Water 6 Inch 29,760 Fire Hydrants 48,000 Hot Taps 12 Inch 10,000 Hot Taps 8 Inch 12,000 Valves 8 Inch 20,925 Valves 12 Inch 6,375 Blow Off Assembly 11,900 Bends 8 Inch 1,300 Drainage Facility 262,454 28 Offsite Construction-Land Development(Continued) Curb&Gutter 38,430 Rolled Curb 27,520 Sidewalks 47,850 Concrete Aprons 38,021 Asphalt Paving 274,872 Street Base&Grading 68,718 Asphalt Paving Rep 15,120 Stripping 9,099 Street Signs 21600 Barricades 4,800 i Undergrounding 117,000 Contingencies 72,544 Total $1,523,422 Indirect Costs Temporary Toilets $ 2,400 Temporary Power 2,400 Construction Shack 1,800 Field Office Expense 1,200 Telephone 1,800 Water Truck 3,200 Contingencies 3,133 Total $ 15,933 General Administration Supervision $ 45,000 Office Overhead 6,000 General Contractor 60,937 General Labor 15,000 Total $ 126,937 Rate and Method of Apportionment of the Special Tax The Special Tax is to be levied by the Finance Director of the City on behalf of the District each Fiscal Year on all parcels within the District in an amount equal to the maximum Special Tax, less any Services Credit, as such terms are defined below. On ;March 1 of each year all taxable Parcels within the District shall be categorized by the Finance Director either as Developed Parcels or Undeveloped Parcels,and shall be subject to a Special Tax in accordance with the Rate and Method of Apportionment specified below. Undeveloped Parcels i A Special Tax shall be levied on each Undeveloped Parcel as follows: (Taxable Sq. Ft.of Parcel g Maximum) — Services _ Special (Taxable Sq. Ft.of District Special Tax) Credit Tax 29 Developed Parcels A Special Tax shall be levied on each Developed Parcel as follows: 1 ) ' (Maximum _ Total Special Tax Levied X Total Number of) _ Services = Special (Special Tax on Undeveloped Parcels Developed Parcels) Credit Tax Definitions Developed Parcel (1) is any Parcel that is within the boundaries of the District based on the latest available equalized rolls of the County of Orange as of March 1 of the applicable year which is not exempt from the Special Tax pursuant to Section 53311,et seq.of the California Government Code,(2) is not greater than 50,000 square feet in total square footage and (3) with respect to which a building permit for a single family dwelling has been issued as of March 1 of the current year. Fiscal Year means the period starting on July land ending the following June 30. Maximum Special Tax is an amount for any Fiscal Year equal to$264,000. Services Credit is an amount equal to any proceeds of the Special Tax Levied within the District which has been allocated by the City to the payment of police and fire protection services and/or paramedic services authorized under the Act which have not been expended for such purpose by the last day of the prior Fiscal Year. Taxable Square Footage of Parcels is all of the area within any Parcel within the District which is not exempt from.the Special Tax pursuant to Section 53311, et. seq. of the California Government Code. Total Taxable Square Footage of the District means the aggregate Taxable Square Footage for all Parcels within the District. Undeveloped Parcel is any Parcel within the boundaries of the District (based on the latest equalized rolls of the County of Orange as of March 1 of each year) which is not a Developed Parcel, and is not exempt from the Special Tax under the provisions of the Act. 30 City Direct and Overlapping Debt 1988/89 Total Assessed Valuation $8,580,201,514 (after deducting $201,634,519 Redevelopment Tax Allocation Increment). DIRECT AND OVERLAPPING BONDED DEBT: %Applicable Debt 06/30/89 Orange County 7.611% $ 133,954 Orange County Building Authorities 7.611% 14,918,797 r Orange County Flood Control District 7.613% 583,537 Metropolitan Water District 1.480% 7,605,572 Municipal Water District of Orange County, Water Facilities Corporation 11.411% 7,628,254 Orange County Sanitation Districts#1,2 and 3 Certificates of Participation 5.110% 5,907,160 Orange County Sanitation District#3 10.864% 7,496 Orange County Sanitation District#11 98.494% 160,545 Coast Community College District Authority 29.701% 6,127,316 Los Alamitos Unified School District 1.745% 12,390 Huntington Beach Union High School District 70.721% 1,230,545 Huntington Beach School District 97.486% 1,023,603 Ocean View School District(Various Issues) 98.123% 1,226,538 Fountain Valley School District 29.585% 1,347,597 City of Huntington Beach 100.000% 2,305,000 City of Huntington Beach Building Authorities 100.000% 33,640,000 City of Huntington Beach 1915 Act Bonds 100.000% 1,653,905 TOTAL GROSS DIRECT AND OVERLAPPING BONDED DEBT(1) $85,512,209 Less: City of Huntington Beach debt not repaid through property taxes (35,293,905) Less: MWDOC Water Facilities Corporation(100%self-supporting) (7,628,254) Less: Orange County Sanitation District#3(100%self-supporting) (7,496) TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT $42,582,554 (1� Excludes tax and revenue anticipation notes,revenue,mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. Ratios to Assessed Valuation: Direct Debt ($2,305,000) 0.03% Total Gross Debt 0.58% Total Net Debt 0.50% Share of Unauthorized and Unsold Bonds: Metropolitan Water District $3,922,000 Ocean View School District $1,825,088 STATE SCHOOL BUILDING AID REPAYABLE AS OF 06/30/89: $29,130,826 Source: California Municipal Statistics,Inc. 31 i THE DEVELOPMENT The information set forth below regarding ownership and development of properties in the District was provided by the Property Owners or the Developers and has not been independently verified. This information has been included because it is considered relevant to an.informed evaluation of the District and the Project. As development of the properties has not commenced, no assurance can be given that it will occur, or that it will occur in a timely manner. The information should not be construed to suggest that the Bonds or the Special Taxes that will be used to pay the Bonds are personal obligations of the Property Owners. The Property Owners do not intend to acquire any substantial assets or engage in any substantial business activities other than those related to the ownership of their respective Developments. However, the general partners may engage in the acquisition, development, ownership and management of similar types of projects. The Property Owners will not be personally liable for payments of the Special Taxes to be applied to pay the principal of and interest on the Bonds. Furthermore,except to the extent expressly set forth herein, no representation is made that the Property Owners will have substantial funds available for the Development. Accordingly, the Property Owners' financial statements are not included in this Official Statement. Property Ownership According to the preliminary title reports, there are seven Property Owners of the land in the District. The current ownership is shown below: 1. Central Park #8, A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue,Balboa Island,CA 92662. 2. Central Park #12, A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue,Balboa Island,CA 92662. 3. Central Park #15,A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue, Balboa Island,CA 92662. 4. Southwest Diversified, A California General Partnership, William D. Foote, Managing Partner, 19200 Von Karman,Suite 400,Irvine,CA 92715. 5. Emil Walter Plegel and Ruby Lucille Plegel, Trustees, 7071 Thomas Street, Buena Park, CA 90621. 6. Audrey DeNubila Panabaker, Virginia May Denubila, 11728 Chaparal Street, Los Angeles, CA 90049. 7. William Landis, 1901 Avenue of the Stars,Suite 1060, Los Angeles,CA 90067. The Developers and the Development Southwest Diversified Coscan Partners, a California Limited Partnership ("Southwest Diversified")currently owns property within the District and is constructing 30 of the 113 homes to be constructed in the District. Southwest Diversified is a relatively new partnership formed by Coscan Development Corporation ("Coscan"). Coscan is an international public real estate development company which operates in major market areas in North America. 32 The balance of the 88 homes are being developed by several limited partnerships in which David D. Dahl,dba The Dahl Company,is the General Partner. David D. Dahl received a BA in Business Administration in 1971 from California State University and a Juris Doctor in 1975 from Western State University. While studying law,Mr. Dahl was actively engaged in real estate sales. in Orange County, specializing in land acquisition for real property development for major Orange County builders. He closed his law practice in 1976 to devote full time to his duties at Lindborg/Dahl Investors,Inc.. As President of Lindborg/Dahl Investors, Inc., Mr. Dahl was responsible for land acquisition, governmental approvals, equity syndication, and financing for thirty developments in the years from 1975 to 1981. In January of 1986, Mr. Dahl opened an office in Newport Beach, known as The Dahl Company, emphasizing construction of move-up market and luxury single family homes. Mr. Dahl acts as sponsor and General Partner for real estate limited partnerships in residential construction and hotel operation and development. Since 1975, equity capital raised totaled $11,188,500. The Appraised Value The table entitled "Assessment Roll Data"includes the Assessor's 1988/89"full cash value" (land and improvements), as of the date of lay conveyance and ownership of parcels as shown on the Assessment Roll. Beginning with the 1981/82 fiscal year, property in California is assessed at 100% of"full cash value". Article XIIIA of the California Constitution defines such "full cash value" as the appraised value of of March 1, 1975, plus adjustments not to exceed 2%per year to reflect inflation and requires reassessment of"full cash value" upon change of ownership or new construction. Accordingly, the assessed values in.the table reflect only 1975 values as increased by 2%per year unless the parcel has changed ownership or has had new construction thereon, in which case the assessment shown will more closely approximate current market value. Assessor's Parcel No. Full Cash Value Sales Price As of 110-186-15 $ $ 25,000 09/89 591-391-01 1,729,920 05/88 591-391-02 833,000 02/89 591-391-03 68,990 02/89 591-391-04 69,619 02/89 110-200-04 3,000,000 10/89 110-200-05 3,000,000 10/89 110-200-10 19,256 10/89 110-200-11 41,131 10/89 110-200-15 6,500,000 08/89 110-200-16 6,500,000 08/89 110-200-23 3,000,000 10/89 110-210-01 92,491 02/77 110-210-02 300,000 10/88 110-210-04 27,540 01/88 TOTAL $25,206,947 The ratio of the Assessor's full cash value to the proposed principal amount of Bonds is 10.50 to 1. 33 CONCLUDING INFORMATION Underwriting The Bonds were purchased through negotiation by Chilton & O'Connor, Inc. (the "Underwriter"). The Underwriter agreed to purchase the Bonds at a discount from the initial public offering price equal to $ . The initial public offering prices set forth on the cover page may be changed by the Underwriter. The Underwriter may offer and sell the Bonds to certain dealers and others at lower than'the public offering prices set forth on the cover page hereof. Legal Opinion The legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, approving the validity of the Bonds will be made available to purchasers at the time of original delivery. A copy of the legal opinion will be printed on the back of each definitive bond. Fees payable to Bond Counsel are contingent upon the sale and delivery of the Bonds. Tax Matters The Internal Revenue Code of 1996, as amended (the "Code"), establishes certain requirements which must be met subsequent to the issuance of the Bonds for the interest on the Bonds to be and remain excluded from gross income for federal income tax purposes. Noncompliance with such requirements could cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. These requirements include, but are not limited to, restrictions on the use of bond proceeds and provisions which prescribe yield and other limits within which the proceeds of the Bonds are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the United States of America. Failure to comply with such requirements could cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. Pursuant to the Indenture,the Authority has covenanted to comply with the requirements of the Code and to cause the payment to the United States Treasury of any and all amounts required to be rebated under the Code with respect to the outstanding bonds of the Agency being refunded with proceeds of the Bonds. In the opinion of Jones Hall Hill & White,.A Professional Law Corporation, San Francisco, California, Bond Counsel, subject to the qualifications set forth below, under existing statutes, regulations, rulings and court decisions, assuming compliance by the Authority with the aforementioned covenants,interest on the Bonds is excluded from gross income for purposes of federal income taxation. Bond Counsel is further of the opinion that interest on the Bonds is not a specific preference item for purposes of the alternative minimum tax provisions of the Code. However,interest on the Bonds received by corporations will be included in corporate adjusted current earnings, a portion of which may increase the alternative minimum taxable income of such corporations. Although Bond Counsel has rendered an opinion that the interest on the Bonds is excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient's particular tax status or other items of income or deduction and Bond Counsel expresses no.opinion regarding any such consequences. Additionally,Bond Counsel has not undertaken to determine(or to inform any person) whether any actions taken (or not taken)or events occurring after the date of delivery of the Bonds may affect the tax status of the Bonds. 34 Bond Counsel is further of the opinion that under existing statutes, regulations, rulings and court decisions, interest on the Bonds is exempt from personal income taxation imposed by the State of California. No Litigation. At the time of delivery of and payment for the Bonds, the City Attorney will deliver its opinion that to the best of its knowledge there is no action, suit,proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency against the City or the District affecting their existence or the titles of their respective officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Taxes to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution of Issuance, the Fiscal Agent Agreement,or any other applicable agreements or any action of the City or the District contemplated by any of said documents,or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or the District or their authority with respect to the Bonds or any action of the City or the District contemplated by any of said documents. The Financing Consultant The material contained in this Official Statement was prepared by Rod Gunn Associates,Inc.,Seal Beach,California,an independent financial consulting firm,which advised the City as to the financial structure and certain other financial matters relating to the Bonds. Fees paid to Rod Gunn Associates, Inc.are contingent upon the sale and delivery of the Bonds. The information set forth herein has been obtained by Rod Gunn Associates, Inc. from sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness,nor has it been independently verified. No Rating The City has not made and does not contemplate making application to any rating agency for the assignment of a rating to the Bonds. No General Obligation of the City The Bonds are not general obligations of the City but are limited obligations of the District payable solely from the proceeds of the Special Taxes and proceeds of the Bonds, including capitalized interest and amounts deposited in the Reserve Fund and investment income thereon, and the proceeds,if any,from the sale of property in the event of a foreclosure. See"SOURCE OF PAYMENT FOR THE BONDS - Covenant for Superior Court Foreclosure". Any tax for the payment of the Bonds will be limited to the Special Taxes to be collected within the jurisdiction of the District. I �I 35 I I i References The preceding summaries of the Resolution of Issuance, the Fiscal Agent Agreement, other applicable legislation, agreements and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the City for further information in connection therewith. Any statements made in this .Official Statement involving matters of opinion or_of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Execution The execution and delivery of this Official Statement by the City Administrator.has been duly authorized by the City Council of the City on behalf of the District. CITY OF HUNTINGTON BEACH By:/s/ City Administrator 36 APPENDIX A DEFINITIONS OF CERTAIN TERMS "Acquisition Agreement" means the Acquisition Agreement, dated as of July 1, 1990, between the City and David D. Dahl. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq.of the California Government Code. "Administrative Expenses" means any or all of the following: the fees and expenses of the Fiscal Agent(including any fees or expenses of its counsel), the expenses of the City in carrying out its duties under the Fiscal Agent Agreement (including, but not limited to, the levying and collection of the Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto,and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the discharge of their respective duties under the Fiscal Agent Agreement and, in the case of the City,in any way related to the administration of the District. "Administrative Expense Fund" means the fund by that name established by the Fiscal Agent Agreement. "Annual Debt Service" means, for each Bond Year, the sum of(i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled,and(ii)the principal amount of the Outstanding Bonds due in such Bond Year. "Auditor" means the Auditor-Controller of the County of Orange. "Authorized Officer" means the City Administrator, the City Finance Director, the City Clerk, the Director of Public Works of the City or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in the Fiscal Agent Agreement as required to be undertaken by an Authorized Officer. "Bond Counsel" means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the fund by that name established by the Fiscal Agent Agreement. A-1 "Bond Year" means the one-year period beginning on the anniversary of the Closing Date in each year and ending on the day prior to the anniversary date of the Closing Date in the following year except that the first Bond Year shall begin on the Closing Date. "Bonds" means the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds at any time Outstanding under the Fiscal Agent Agreement or any Supplemental Agreement. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "City" means the City of Huntington Beach,California,and any successor thereto. "Closing Date" means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing he purchase price of the Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986,as amended. "Cost of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization,sale and issuance of the Bonds, which items of expense shall include,but not be limited to,printing costs,costs of reproducing and binding documents,closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee,expenses incurred by the City in connection with the issuance of the Bonds and the establishment of the District, special tax consultant fees and expenses, preliminary engineering fees and expenses, Bond (underwriter's) discount, legal fees and charges, including bond counsel, and counsel to the financial consultant, financial consultant's fees, charges for execution, transportation and safekeeping of the Bonds and other costs,charges and fees in connection with the foregoing. "Cost of Issuance Fund" means the fund by that name established by the Fiscal Agent Agreement. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which is scheduled to be retired before the beginning of such period. "District" means Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) formed pursuant to the Resolution of Formation. A-2 "Federal Securities" means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent: W Direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America,including,without limitation,such of the foregoing which are commonly referred to as"stripped"obligations and coupons;or (ii) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (v) project notes issued by the United States Department of Housing and Urban Development, and NO public housing notes and bonds guaranteed by the United States of America. "Financial Consultant" means Rod Gunn Associates, Inc., or such other independent financial consulting firm appointed by the District to advise the District as to financial matters relating to the Bonds. "Fiscal Agent" means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers provided in the Fiscal Agent Agreement, its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided in the Fiscal Agent Agreement. "Fiscal Agent Agreement" means the Agreement by that name approved by the Resolution of Issuance. "Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year,both dates inclusive. "Gross Proceeds" means the sum of the following amounts: (i) original proceeds, namely, net amounts received by or for the City or the District as a result of the sale of the Bonds, excluding original proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (ii) investment proceeds, namely, amounts received at any time by or for the City or the District, such as interest and dividends, resulting from the investment of any original proceeds (as referenced in clause(i) above) or investment proceeds(as referenced in this clause(ii)) in Nonpurpose Investments, increased by any profits and decreased (if necessary, below zero) by any losses on such investments, excluding investment proceeds which become transferred proceeds (determined in accordance with applicable Regulations)of obligations issued to refund in whole or in part the Bonds; (iii) sinking fund proceeds, namely, amounts, other than original proceeds, investment proceeds (as referenced in clause (ii) above) of the Bonds, which are held in the Bond Fund and any A-3 other fund to the extent that the City reasonably expects to use such other fund to pay the Debt Service; (iv) amounts in the Reserve Fund and in any other fund established as a reasonably required reserve for the payment of Debt Service; (v) Investment Property pledged as security for payment of Debt service; (vi) Special Taxes and amounts, other than as specified in this definition, used to pay Debt Service;and (vii) amounts received as a result of investing amounts described in this definition. "Improvement Fund" means the fund by that name created by and held by the Fiscal Agent pursuant the Fiscal Agent Agreement. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, loth Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service," 65 Broadway, 16th Floor, New York, New York 10004; Moody's Investors Service ":Municipal and Government," 99 Church Street, New York, New York 10007, Attention: Municipal News Reports; Standard & Poor's Corporation"Called Bond Record," 25 Broadway,Third Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Interest Payment Dates" means April 1 and October 1 of each year, commencing April 1, 1991. "Investment Earnings" means all interest earned and any gains and losses on the investment of moneys in any fund or account created by the Fiscal Agent Agreement. "Investment Property" means any security(as said term is defined in Section 165(g)(2)(A)or (B) of the Code), obligation, annuity contract or investment-type property, excluding, however, obligations (other than specified private activity bonds as defined in Section 57(e)(5)(6) of the Code) the interest on which is excluded from gross income under Section 103 of the Code for federal income tax purposes. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Nonpurpose Investment" means any Investment Property which is acquired with the Gross Proceeds of the Bonds and is not acquired in order to carry out the governmental purpose of the Bonds. A-4 "Original Purchaser" means the first purchaser of the Bonds from the City. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Ordinance" means any ordinance of the City levying the Special Taxes. "Outstanding", when used as of any particular time with reference to Bonds, means(subject to the provisions of the Fiscal Agent Agreement)all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of the Fiscal Agent Agreement;and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Fiscal Agent Agreement or any Supplemental Agreement. "Owner" or "Bondowner" means any person who shall be the registered owner of any Outstanding Bond. "Permitted Investments" means (a) Federal Securities; (b) any of the following obligations or indebtedness issued or guaranteed by any of the following federal agencies and entities: (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates of the Federal Home Mortgage Corporation; (iii) mortgage- backed securities or senior debt obligations of the Federal National Mortgage Association; or (iv) senior debt obligations of the Student Loan Marketing Association; (c) interest-bearing demand or time deposits (including certificates of deposit) in federal or State chartered savings and loan associations or in a federal or State banks (including the Fiscal Agent), provided that either (i) such deposits shall be fully insured by the Federal Deposit Insurance Corporation,or(ii)the unsecured obligations of such association or bank(or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in a Rating Category; (d) obligations issued by any corporation organized and operating within the United States of America having assets in excess of$500,000,000,which obligations are rated in a Rating Category; (e) commercial paper which is backed by a letter of credit or line of credit which is rated in a Rating Category; ' (f) money market funds the policy of which is to invest in Federal Securities; A-5 (g) bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as bankers acceptances, which are eligible for purchase by the Federal Reserve System and the obligations of which commercial bank or the obligations of the holding company of which are rated in a Rating Category; (h) obligations the interest on which is excluded from gross income for purposes of federal income taxation under Section 103 of the Code and which are rated in a Rating Category; (i) investment agreements which are the obligations of,or which are secured or guaranteed by the obligations of a financial institution whose long-term unsecured obligations are rated in a Rating Category. "Principal Office" means the principal corporate trust office of the Fiscal Agent at San Francisco,California or such other or additional offices as may be designated by the Fiscal Agent. "Private Business Use" means use directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a governmental unit and use by a nongovernmental unit as a member of the general public. "Proceeds", when used with reference to the Bonds, means the face amount of the Bonds,plus accrued interest and premium,if any, less original issue discount and less proceeds from the sale of the Bonds deposited in the Reserve Fund. "Project" means the facilities more particularly described in the Resolution of Formation. "Purchase Price", for the purpose of computation of the Yield of the Bonds, has the same meaning as the term"issue price"in Sections 1273(b)and 1274 of the Code,and,in general,means the initial offering price of the Bonds to the public (not including bond houses and brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds are sold or if the Bonds are privately placed,the price paid by the first buyer of the Bonds or the acquisition cost of the first buyer. The term "Purchase Price", for the purpose of computation of the Yield of Nonpurpose Investments, means the fair market value of the Nonpurpose Investments on the date of use of Gross Proceeds of the Bonds for acquisition thereof,or if later, on the date that Investment Property constituting a Nonpurpose Investment becomes a Nonpurpose Investment of the Bonds. "Rating Category" means one of the two highest rating categories.then in effect under the rating systems of Moody's Investors Service or Standard and Poor's Corporation, without regard.-to plus or minus sign or numerical or other qualifying designation. "Record Date" means the fifteenth (15th) day of the month next preceding the month of the applicable Interest Payment Date. "Regulations" means temporary and permanent regulations promulgated under the Code. A-6 "Reserve Fund" means the fund by that name established pursuant to the Fiscal Agent Agreement. "Reserve Requirement" means an amount equal to 8% of the initial aggregate principal amount of the Bonds: "Resolution" means Resolution No. 6174, adopted by the City Council of the City on June 25, 1990. "Resolution of Formation" means Resolution No. 6161 adopted by the City Council of the City on June 25, 1990. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax - (516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax - (312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex - (215) 496-5058; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Services" means the services more particularly described in the Resolution of Formation. "Services Fund" means the fund by that name established pursuant to the Fiscal Agent Agreement. "Special Taxes" means the special taxes levied within the District pursuant to the Act, the Ordinance and Fiscal Agent Agreement. "Special Tax Revenues" means the proceeds of the Special Taxes received by the City, including any scheduled payments and any prepayments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special, Taxes to the amount of said lien and interest and penalties thereon. "Special Tax Fund" means the fund by that name established by the Fiscal Agent Agreement. "Supplemental Agreement" means an agreement the execution.of which is authorized by a resolution which has been duly adopted by the City under the Act and which agreement is amendatory of or supplemental to the Fiscal Agent Agreement, but only if and to the extent that such agreement is specifically authorized by the Fiscal Agent Agreement. A-7 "Treasurer" means the Finance Director of the City. "Yield" means that yield which, when used in computing the present worth of all payments of principal and interest (or other payments in the case of Nonpurpose Investments which require payments in a form not characterized as principal and interest)on a Nonpurpose Investment or on the Bonds, produces an amount equal to the Purchase Price of such Nonpurpose Investment or the Bonds, all computed as prescribed in the applicable Regulations. A-8 APPENDIX B SUPPLEMENTAL INFORMATION ON THE CITY OF HUNTINGTON BEACH The following information concerning the City of Huntington Beach is presented as general background data. The Bonds are payable solely from Tax Revenues as described in the Official Statement. The Bonds are not an obligation of the City of Huntington Beach, and the taxing power of the City is not pledged to the payment of the Bonds. General The City of Huntington Beach encompasses 27 square miles and is located in western Orange County. It is approximately 19 miles south of Los Angeles Civic Center. Neighboring communities include Seal Beach,Newport Beach,Westminster and Fountain Valley. Transportation The San Diego Freeway (Interstate 405), a major north-south corridor, passes through the northern end of the City. Within minutes of the City are the Newport Freeway (State Highway 55) a east-west highway to the east, and the San Gabriel River Freeway (Interstate 605), a north-south freeway west of the City. Bus service is provided by Orange County Rapid Transit District. There are bus service connections to the Southern California Rapid Transit District, including Park-and-Ride service to downtown Los Angeles. Air cargo and passenger flight services are provided at Los Angeles International Airport, 25 miles west, which is served by all major airlines; Long Beach Airport, 5 miles west; and John Wayne Airport in Orange County,a twenty minute drive. All of these airports provide regional service. City Government The City of Huntington Beach was incorporated as a charter city in 1909 and operates under the Council/Administrator form of government. The City is governed by a six.-member council elected at large for four-year alternating terms, with the Mayor being selected by the Council from amongst its members. All other offices, including those of City Administrator and City Attorney, are filled by appointments of the Council. Huntington Beach employs 400 full-time staff members and approximately 450 part-time workers. .B-1 Community Facilities and Services The City of Huntington Beach provides its own police,fire,and paramedic protection services. The City itself handles sewer and park maintenance, and contracts out to private firms for water, trash collection,and street sweeping services. Educational services are provided by the Huntington Beach Unified School District. The district operates six elementary schools, two middle schools, three high schools, a continuation school, and an adult education center in the City. Total enrollment in the district is 5,5-0 students. Health care service within the City is provided by Within the City of Huntington Beach is a 300-acre park and children's fishing lake. City Community Services operate 518 other park facilities with year-round activities for all ages. In addition,there is a system of bicycle and horse trails,fully developed and lighted athletic fields,and 18 hole disc golf course, a 316,710-volume City Library, and a civic theatre which houses the symphony orchestra, community theatre, and civic light opera. Other attractions within the area include Disneyland, Knott's Berry Farm, the Los Angeles Music Center, the Hollywood Bowl, and the Los Angeles County Art Museum. Regional recreational areas include beach resorts and mountain resorts. Population The City's population increased more than 47 percent between the 1970 and the 1980 U.S. Census periods. Total population at January 1, 1990 was estimated at 188,700 by the State Department of Finance, an increase of 18,195persons, or nearly 6.7percent over the 1980 U.S. Census, and 960 persons, or 0.51 percent over the 1989 Department of Finance estimate. The following table summarizes population growth between 1970 and 1989. POPULATION DATA City of Huntington Beach OrangeCounty State of California Annual Annual Annual Percentage Percentage Percentage Year Population Increase Population Increase Population Increase 1970(l) 115,960 1,421,233 19,971,069 1980(l) 170,505 47.0% 1,962,200 38.1% 23,668,562 1.9% 1985(2) 180,068 5.6 2,088,347 6.4 25,857,464 1.8 1986(2) 184,280 2.3 2,145,706 2.7 26,636,961 3.0 198712> 186,913 1.4 2,195,652 2.3 27,292,300 2.5 1988(2) 187,740 0.4 2,238,721 1.9 28,018,710 2.7 1989(2) 188,700 0.5 2,280,400 1.9 28,662,000 2.3 Source: (1) US Census Bureau (2)Population Research Unit,State of California Department of Finance B-2 Personal Income Between 1995 and 1989 the City's growth in median.household effective buying income grew 12 percent compared to 12 percent for the County, 13 percent for the State and 3 percent for the nation. The following table summarizes the total effective buying income and the median household effective buying income for the City,County,the State,and the nation for the years 1985 through 1988. CITY OF HUNTINGTON BEACH PERSONAL INCOME For the Years 1985 through 1988 Total Effective Median Household Buying Income Effective Year and Area (000's Omitted) Buying Income 1985 City of Huntington Beach $ 2,823,617 $ 35,247 Orange County 31,573,345 33,131 California 346,280,970 26,557 United States 2,800,258,833 23,680 1986 City of Huntington Beach $ 3,090,555 $ 37,468 Orange County 34,579,535 35,181 California 380,811,129 28,227 United States 2,981,720,801 24,602 1987 City of Huntington Beach $ 3,346,366 $ 39,942 Orange County 38,057,151 37,532 California 426,008,347 30,537 United States 3,202,847,131 25,888 1988 City of Huntington Beach $ 3,312,439 $ 39,512 Orange County 38,034,417 37,096 California 426,174,001 30,088 United States 3,064,005,977 24,488 Source: S&MM(Sales and Marketing Management)Survey of Buying Power. B-3 Employment The city is located in the western portion of the Orange County labor market area adjacent to the Los Angeles/Long Beach labor market area. The Orange County, Los Angeles/Long Beach and Riverside/San Bernardino/Ontario labor market areas combined contain the largest concentrations of major industrial firms in the western United States. Four major job categories constitute 83.8% of Orange County's work force. They are Services (26%), wholesale and retail trade (26%), manufacturing(21.5%),and government(10.3%). Overall in the five years between 1986-1990, total employment in Orange County increased by 14.9%. The distribution of employment in Orange County area as follows: ORANGE COUNTY MSA WAGE AND SALARY WORKERS IN NONAGRICULTURAL ESTABLISHMENTS (In Thousands) January January January January January Industry 1986 1987 1988 1989 1990 Total nonagricultural 1,040.2 1,091.9 1,132.0 1,163.5 1,196.1 Mining 2.1 1.8 1.4 1.3 1.6 Construction 56.2 63.6 66.8 67.0 70.5 Manufacturing 247.7 248.6 257.1 259.1 256.8 Nondurable goods 62.1 65.2 67.9 68.2 69.7 Durable goods 179.6 183.4 189.2 189.7 187.1 Transportation& public utilities 33.8 34.2 34.0 34.0 35.1 Wholesale&retail trade 259.1 270.2 280.3 295.3 305.2 Finance,insurance& real estate 85.0 92.2 92.4 93.3 95.2 Services 250.4 266.5 282.2 295.1 308.2 Government 112.0 114.8 117.9 119.6 123.5 Federal 14.7 15.3 15.8 16.3 16.1 State& Local 97.3 99.4 102.1 103.3 107.4 * The January 1990 unemployment rate in Orange County was 2.9%. The State of California January 1990 unemployment rate was 5.5%. Source: State of California Employment Development Department, "Annual Planning Information" and"California Labor Market Bulletin,January 1990". B-4 As of October, 1988,the largest employers in the City of Huntington Beach are as follows: MANUFACTURING EMPLOYMENT Name of Company Employment Products McDonnell Douglas Astronautics,Inc. 8,000 Aerospace Weiser Lock 1,081 Locks and Door Hardward Cambro Manufacturing 507 Institutional Food Equipment Opto 22 120 Decorative Ceramics Zwick Energy Research 105 Aircraft&Oilfield Equipment California Fineblanking Corp. 100 Fineblanking Source: City of Huntington Beach,Economic Development Department. NON-MANUFACTURING EMPLOYMENT Name of Company Employment Type of Business So.California Gas Company 492 Utility Company James Lumber Company 325 Lumber Materials Western Assembly,Inc. 105 Electronic Assemblies Shipley's 104 Retail Clothing Sotre Dean Worldwide 100 International Freight Forwarding Source: City of Huntington Beach,Economic Development Department. B-5 Commercial Activity The volume of retail sales and total taxable transactions for Huntington Beach during the five years that ended December 31, 1988 and taxable transactions by type of business are shown below. CITY OF HUNTINGTON BEACH Total Taxable Transactions and Number of Sales Permits, 1984-1988 Total Retail %of Retail Taxable %of Issued Sales Increase/ Sales Transactions Increase/ Sales Year ( 000 (Decrease) Permits ( 000 (Decrease) Permits 1984 1,013,532 1,328 1,202,802 5,537 1985 1,137,845 12.3% 1,335 1,348,247 12.09% 5,656 1986 1,212,666 6.57% 1,411 1,455,290 7.94% 6,041 1987 1,277,401 5.33% 1,517 1,544,775 6.15% 6,263 1988 1,229,134 (3.93%) 1,593 1,521,594 (1.52%) 6,314 Source: State of California,State Board of Equalization,Taxable Sales in California. CITY OF HUNTINGTON BEACH Taxable Transactions by Type of Business, 1984-1988 (In Thousands of Dollars) Increase/ Type 1984 1985 1986 1987 1988 (Decrease) Retail Stores Apparel 30,496 37,978 41,452 45,412 46,385 52.1% General Merchandise 141,377 149,896 153,399 165,496 160,673 13.7% Drug Stores 21,748 22,299 22,448 22,087 22,510 3.5% Food Stores 93,086 97,239 99,277 85,060 81,459 (12.5%) Packaged Liquor Stores 15,084 13,947 15,145 19,323 17,772 17.8% Eating/Drinking Places113,622 121,687 130,540 136,593 140,423 23.6% Home Furnishings and Appliances 70,698 74,661 80,084 88,584 102,604 45.1% Building Materials and Farm Implements 115,825 144,852 185,983 190,306 168,441 45.4% Auto Dealers/ Suppliers 211,872 250,023 271,924 271,355 298,636 40.9% Service Stations 94,632 97,098 96,245 133,407 # N/A Other Retail Stores 105,092 126,165 116,169 119,778 #190,231 81.0% Total Retail Stores 1,013,532 1,137,845 1,212,666 1,277,401 1,229,134 21.3% All Other Outlets 119,270 210,402 242,624 267,374 292,460 145.0% Total All Outlets 1,212,802 1,348,247 1,455,290 1,544,775 1,521,594 25.5% Source: State of California,State Board of Equalization,Taxable Sales in California. # Sales omitted because their publication would result in disclosure of confidential information. This total is included in"Other Retail Stores"category. B-6 The following are the ten largest sales tax payers and their percentage of total sales tax collected in the City of Huntington Beach for calendar year 1988. CITY OF HUNTINGTON BEACH Schedule of Principal Sales Tax Payers For Calendar Year 1988 Rank Taxpayer %of Total 1 James Lumber Company 3.29% 2 Friendly Fort Sales 2.76 3 Mervyn's 2.57 4 Reliable Wholesale Lumber 2.39 5 Broadway Department Stores 1.81 6 JC Penney Company,Inc. 1.73 7 B.W.Randall Lumber Co.,Inc. 1.66 8 Dellillo Chevrolet 1.64 9 Huntington Jeep Eagle,Inc. 1.58 10 Roger Miller Honda 1.56 Source: City of Huntington Beach,Finance Department. Building Activity The following chart summarizes the building permit valuations for Huntington Beach for the five-year period from 1985 to 1989. , CITY OF HUNTINGTON BEACH BUILDING ACTIVITY AND VALUATION 1985- 1989 (Valuation in Thousands of Dollars) 1985(1) 1986(1) 1987(2) 1988(2) 1989(2) Residential New Single-Family $ 25,641 $ 43,816 $ 51,053 $141,741 $ 37,369 New Multi-Family 26,155 32,759 32,431 40,965 22,852 Additions,alterations 6,067 8,710 10,143 10,762 12,926 Total Residential $ 57,863 $ 85,285 $ 93,627 $193,468 $ 73,146 Non-Residential$ New Commercial $ 46,201 $ 32,501 $ 7,263 $ 27,489 $ 31,674 New Industrial 18,125 11,553 12,407 5,350 3,841 Other 4,132 30,78 3,071 4,643 3,681 Addition,alterations 14,644 15,730 19,087 12,453 16,275 Total Non-Residential $ 83,102 $ 62,863 $ 41,828 $ 49,936 $ 55,471 Total $140,965 $148,148 $135,455 $243,403 $128,618 Percentage Increase/ (Decrease) 5% (9%) 79.7% (89.2%) No.of New Dwelling Units Single-dwelling 231 383 402 865 225 Multi-dwelling 647 595 564 544 267 Total New Units 878 978 966 1,409 492 Source: (1)Security Pack National Bank, "California Construction Trends" (2)Ecomonic Sciences Corporation, "California Building Permit Activity" B-7 August 9, 1990 The Depository Trust Company 55 Water Street New York, N.Y. 10041 Re: $2,400,000 City of Huntingdon Beach Community Facilities District No. 1990-1 (GoldenWest/Ellis Area) 1990 Special Tax Bonds Ladies and Gentlemen: The purpose of this letter is to set out certain matters relating to the above-referenced Bonds (the "Bonds"). Bank of America National Trust and Savings Association (the "Agent") is acting as Paying Agent and Fiscal Agent of the Issuer with respect to the Bonds. The Bonds will be issued pursuant to a Fiscal Agent Agreement authorizing the issuance of the Bonds dated as of June 1, 1990 (the "Document(s)"). Chilton & O'Connor, Inc. (the "Underwriter") is distributing the Bonds through The Depository Trust Company ("DTC"). To induce DTC to accept the Bonds as eligible for _deposit at DTC and act in accordance with its` Rules with respect to the Bonds, the Issuer and the Agent make the following representations to DTC: 1. Subsequent to Closing on the Bonds on August 9, 1990, there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTC's nominee, Cede & Co., for each stated maturity of the Bonds-in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such Bonds. 2. In the event of any solicitation of consents from and voting by holders of the Bonds, the Issuer or Agent shall establish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. 3.. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or part of the Bonds. outstanding, the Issuer or Agent shall give DTC notice of such event not less than 30 days nor . more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shall send DTC a notice specifying: 1) the amount of The Depository Trust Company August 9, 1990 Page 2 the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or published (the "Publication Date"). Such .notice shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered _or certified mail, overnight express delivery) in. a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The Issuer or.Agent will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) The Publication Date shall be not less then 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent specifying the terms of the tender and the date such notice is to be mailed to Bondholders or published (the "Publication Date") shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) 6. All notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 227-4039 or (516) 227-4190. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, N.Y. 11530 The Issuer or Agent Shall confirm DTC's receipt of such facsimile transmission by calling the Call Notification Department at (516) 227-4070. 8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and DTC). Such payments shall be made payable to the order of Cede & Co. . The Depository Trust Company August 9, 1990 Page 3 9: Payments.of principal shall be received by Cede.& Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date. Principal payments shall be made payable to the order of Cede & Co., and shall be addressed as follows: The Depository Trust Company Muni Redemption Department 55 Water Street-50th Floor New York, N.Y. 10041 Attention: Collection Supervisor 10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction (e.g., tenders made and accepted in response to the Issuer's or Agent's invitation) necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the Issuer or Agent to issue.and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Issuer or Agent prior to payment. 12. In the event the -Issuer determines pursuant to the Document(s) that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue, transfer and exchange Bond certificates in appropriate amounts as required by DTC and others. 13 DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or Agent (at which time DTC will confirm with the Issuer or Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account. The Depository Trust Company August 9, 1990 Page 4 14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Very truly yours, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION A?Zu/�, orized Officer's Signature) CITY OF HUNTINGDON BEACH for and on behalf of COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDEN WEST/ELLIS AREA) (Authorized Officer's Signature) Notes: a. If there is no organization acting as Agent for the Issuer,and all obligations in this Letter of Representations are to be assumed solely by the Issuer,references to such Agent may be inked out. b. Neither DTC nor Cede & Co. provides consents with respect to any security. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date.'The Omnibus Proxy assigns Cede& Co.'s voting rights to those Participants having the security credited to their accounts on the record date (identified in a listing attached to the Omnibus Proxy). The requirement to advise DTC of the record date for the solicitation of consents is set forth.in paragraph 2 of the'letter. c. Under Rules of the Municipal Securities Rulemaking Board relating to"good delivery",a municipal securities dealer must be able to determine the date that a notice of partial call or of an advance refunding of part of an issue is published (the"Publication Date"). The establishment of such a Publication Date is addressed in paragraph 4 of the letter. Received and Accepted: THE DEPOSIT RY TRUST COMPANY By: ( uthorized'Officer's'Signature) cc: Underwriter Underwriter's Counsel SCHEDULE A. $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS . AREA) 1990 SPECIAL TAX BOND Maturity Date Principle Interest Reoffering (Qct, 1) Amount B Price" 1992 $ 25,000 6.35% 100.0% 1993 25,000 6.50 100.0 1994 30,000 6.60 100.0 - 1995 30,000 6.70 100.0 1996 30,000 6.85 . 100.0 1997 35,000 6.95 100.0 1998 40,000 7.10 100.0 1999 40,000 7:15 100.0 2000 45,000 7.25 100.0 2001 45,000 7.30 -100.0 2002 50,000 7.35 100.0 2003 55,000 7.40 100.0 2020 1,950,000 7.60 99.5 * Stated as a percentage of par. 30012-06 JHHW:PJT:GFB 08/06/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT .NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS INCUMBENCY AND SIGNATURE CERTIFICATE The undersigned hereby state and certify: (i) that they are the duly elected or appointed, qualified and acting City Administrator and City Clerk, respectively, of the City of Huntington Beach, a chartered city and municipal corporation duly organized and existing under the laws of the State. of California (the "City"), and as such, are familiar with the facts herein certified and are authorized and qualified to certify the same; (ii) . . that the following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly elected, qualified and acting members of the City-Council of the City, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names: Date of Date of Beginning of Ending of Members Current Term -Current Term Tom Mays November, 1986 November, 1990 Peter Green November, 1988 November, 1992 Jim Silva November, 1988 November, 1992 Wes Bannister November, 1986 November, 1990 Grace Winchill November, 1986 November, 1990 Don MacAllister November, 1988 November, 1992 John Erskine. November, 1986 November, 1990 (iii) that-the signatures set forth opposite the names of the following persons are the true and correct specimens of, or are, the genuine signatures of such persons, each of whom holds the office designated: Name/Title . Signature Tom Mays, Mayor Michael T. Uberuaga, City Administrator Dan T. Villella, Director of Finance Connie Brockway, City Clerk 047 (iv) that the bonds issued by the City designated "City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), 1990 Special Tax Bonds", in --the aggregate principal amount of $2,400,000, dated August 1, 1990 (the "Bonds"), have been executed by the facsimile signature of the Mayor named herein, whose signature,has been attested to by the facsimile signature of the City Clerk named herein; (v) that the seal of the City has been impressed hereon and reproduced in facsimile on the Bonds; (vi) that the City Administrator named herein has executed that certain Fiscal Agent Agreement, dated as of*June 1, 1990, by and between the City and Bank of.America National Trust and Savings Association;as fiscal agent; and (vii) that the Director of Finance named herein is hereby appointed by the undersigned City Administrator to execute any and all documents required to effectuate the issuance of the Bonds. . Dated: August 9, 1990 CITY OF HUNTINGTON BEACH, for and on ' behalf of COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLD ENWEST/ELLIS AREA) By City A ministrator [SEALI dip 4 a",;� sr By City Clerk -2- $2,460,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWESVELLIS AREA) 1990 SPECIAL TAX BONDS CERTIFICATE AS TO ARBITRAGE I, the undersigned Director of Finance of the City of Huntington Beach, California (the "City"), being one of the officers of the City duly charged (by resolution of the City Council of the City), with others, with the responsibility of issuing the City's $2,400,000 Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds (the "Bonds"), dated August 1, 1990, and being issued this date, hereby certify as follows: (1) The Bonds are being issued for the purpose of providing funds for the acquisition and construction of certain public improvements consisting of certain street improvements, including the acquisition of certain rights-of-way, certain storm drain, water and sewer improvements,certain fire station improvements and certain emergency vehicle traffic interruption . devices (the 'Project"). (2) On the basis of the facts, estimates and circumstances in existence on the date hereof,I reasonably expect the following with respect to the proceeds of the Bonds: (a) The Bonds were sold to Chilton & O'Connor, Inc. (the "Underwriter") at their face amount ($2,400,000), less original issue discount of$9,750, less Underwriter's discount of $42,000, plus accrued interest of $3,997.39, for total net proceeds of $2,352,247.39. Of said amount, $209,862.92 will be deposited in the Bond Fund, $223,904.47 will be deposited in the Costs of Issuance Fund, $192,000.00 will be deposited in the Reserve Fund and the remaining $1,726,480.00 will be deposited in the Improvement Fund. The net proceeds of the Bonds, together with interest earnings thereon, except to the extent that such interest earnings are subject to requirements for rebate to the federal government, will not exceed the amount necessary for the governmental purposes of the Bonds, namely, the purposes set forth in paragraph (1). (b) The proceeds of the Bonds deposited in the Costs of Issuance Fund will be used for the payment of legal fees,printing costs and other costs of issuance of the Bonds and will be fully expended within 180 days of of the date hereof. Amounts deposited in the Costs of Issuance Fund, if invested, will be invested without yield restrictions. Interest earnings and profits resulting from said investment will be retained in the Costs of Issuance Fund and used for the purposes thereof. Amounts, if any, remaining in the Costs of Issuance Fund on the earlier of payment of costs of issuance in full or 180 days following the date hereof will be deposited in the Administrative Expense Fund and used for the purposes thereof. (c) The proceeds of the Bonds deposited in the Improvement Fund wilt be used for the payment of costs and expenses of acquisition and construction of the Project or for the reimbursement of costs and expenses of acquisition and construction of the Project undertaken in contemplation of issuance of the Bonds, as evidenced by the official records of the City, and proceeds of the Bonds deposited in the Bond Fund will be used for the payment of interest on the Bonds from the date thereof through October 1, 1991, which date is within three (3) years of the date hereof. The City has entered into a.contract for acquisition of the Project, which contract exceeds $100,000 and constitutes a substantial binding commitment of the City to commence and complete the Project. The City will proceed with due diligence to completion of the Project. Completion is expected by February 1, 1991,which date is within three(3)years of the date hereof. Proceeds of the Bonds deposited in the Improvement Fund and the Bond Fund will be invested without yield restrictions for the period necessary to complete the Project, not to exceed three (3) years from the date hereof. Interest earnings and profits resulting from said investment will be deposited in, or retained in, the Bond Fund. Amounts, if any, remaining in the Improvement Fund upon completion of the Project will be deposited in the Bond Fund and used for the purposes thereof. (d) The proceeds of the Bonds ($192,000) deposited in the Reserve Fund equal the "Reserve Requirement", being eight percent (8%) of the face amount of the Bonds. The Reserve Requirement is less than ten percent (10%) of the reoffering proceeds of the Bonds (see subparagraph (i) below), less than one hundred and twenty-five percent (125%)of average annual debt service on the Bonds, and less than ten percent (10%) of the face amount of of the Bonds (the net proceeds of the Bonds, as referenced in subparagraph (a) above, being more than ninety-eight percent (98%) of the face amount of the Bonds). The City's Financial Advisor has represented that the establishment of the Reserve Fund in the amount of the Reserve Requirement was vital to the marketing of the Bonds and reasonably required to assure the payment of debt service on the Bonds. Amounts deposited in the Reserve Fund will be invested without yield restrictions. Interest earnings and profits resulting from said investment will be retained in the Reserve Fund in the event that the amount on deposit in such Fund is less than the Reserve Requirement and, in the event that the amount on deposit in said Fund is in excess of the Reserve Requirement, such excess will be transferred to the Bond Fund to be used for the purposes thereof. (e) The City has pledged certain special tax revenues (the 'Tax Revenues")to the payment of debt service on the Bonds. Upon receipt, the Tax Revenues will be deposited in the Special Tax Fund and within ten (10) business days following receipt of Tax Revenues,the amounts needed to pay administrative costs of carrying the Bonds during the fiscal year will be deposited in the Administrative Expense Fund, the amount, if any, necessary to increase the amount in the Reserve Fund to the Reserve Requirement will be deposited in the Reserve Fund, the amount necessary to pay debt service on the Bonds during the fiscal year will be deposited in the Bond Fund and the amount necessary to pay police, fire and paramedic services will be deposited in the Services Fund. The Special Tax Fund and Bond Fund have been established primarily to achieve a proper matching of revenues (consisting primarily of Tax Revenues and certain interest earnings) and debt 2 service due on the Bonds during each year that the Bonds are outstanding. Except for proceeds of the Bonds deposited in the Bond Fund, amounts deposited in the Special Tax Fund and in the Bond Fund will be expended within a thirteen(13)month period beginning on the date of deposit, and the Special Tax Fund and the Bond Fund (other than proceeds of the Bonds deposited in the Bond Fund) will be depleted at least once a year except for a reasonable carryover amount not in excess of the greater of one year's earnings on said Funds or one-twelfth (1/12) of annual debt service on the Bonds. Amounts in the Administrative ExpenseFund and in the Services Fund will not be available for payment of debt service on the Bonds. Amounts in the Special Tax Fund, the Bond Fund, the Administrative Expense Fund and the Services Fund will be invested without yield restrictions. Interest earnings and profits resulting from investment of said Funds will be retained in the Fund in which investment was made and used for the purposes thereof. (f) Transfers from the".Special Tax Fund of Tax Revenues to the Bond Fund will be made from current Tax Revenues and surplus Tax Revenues are not expected to be available for payment of debt service on the Bonds in the event of financial difficulties of the City. (g) The City has covenanted in the fiscal agent agreement establishing the terms of the Bonds to comply with requirements for rebate of excess investment earnings to the federal government and acknowledges that the first payment of excess investment earnings, if any,is required to be rebated to the federal government no later than sixty (60) days after April 1, 1995. (h) No portion of the Bonds will constitute a private activity bond within the meaning of section 141(a) of the Internal Revenue Code of 1986(the "Code"),the average maturity of the Bonds is greater than five (5) years and none of the interest rates on the Bonds vary during the term of the Bonds. As a consequence of the foregoing, investment earnings on the Special Tax Fund and the Bond Fund will be excluded for the purposes of computation of the amount required to rebated to the federal government as referenced in subparagraph (g)above without regard to the total amount of said earnings. (i) The yield of the Bonds is 7.58623%, determined on the basis of regularly scheduled principal and interest payments on the Bonds and a purchase price of the Bonds of$2,403,997.39, representing the face amount of the Bonds of$2,400,000, less original issue discount of $9.750, plus accrued interest of $3,997.39. The Underwriter has represented that (i) based upon reasonable expectations and actual facts which existed on July 23, 1990, being,the date upon which the City sold the Bonds to the Underwriter, the initial offering price of each maturity of the Bonds to the public (excluding bondhouses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which a substantial amount of each maturity of the Bonds was to be sold to the public on the date hereof was par in the case of all maturities other than the Bonds maturing October 1, 2020,and 99.50% of par in the case of the Bonds maturing October 1, 2020, plus accrued interest ;(ii) no Bonds of a single maturity were offered at one price to the general public and at a discount from that price.to institutional or other investors; and 3 (iii) the Bonds of each maturity were actually offered to the general public in a bona fide public offering for the prices set forth above. 0) Except as described herein, no funds have been pledged to, or are or will be available for,payment of debt service on the Bonds which have or will be invested, directly or indirectly, in securities,obligations, annuity contracts or other investment-type property producing a yield in excess of the yield on the Bonds and no transaction has been, or will be, entered into directly or indirectly in connection with the Bonds involving the swap of fixed rate obligations for variable rate obligations or vice versa. (k) No portion of the proceeds of the Bonds will be used as a substitute for other funds (replacement funds) which are otherwise expected to be available to be used as a source of financing for any part of the cost of the Project or for payment of debt service on the Bonds and which have been or will be used to acquire, directly or indirectly, securities, obligations, annuity contracts or other investment-type property producing a yield in excess of the yield of the Bonds. (1) The transaction contemplated herein does not represent an exploitation of the difference between tax-exempt and taxable interest rates to gain a material financial advantage and will not increase the burden on the market for tax-exempt obligations in that the Bonds are not being issued in an amount greater than otherwise necessary nor are they being issued sooner, or to be outstanding longer, than otherwise necessary. (m) The Bonds do not constitute "hedge bonds"in that at least eighty-five percent (85%) of the proceeds of the Bonds deposited in the Improvement Fund will be used to carry out the governmental purposes of the Bonds within the three (3) year period beginning on the date hereof, and not more than fifty percent (50%) of the proceeds of the Bonds,if any, are invested in investments having a substantially guaranteed yield for four (4) or more years. (3) The City has not received notice that its Certificate as to Arbitrage may not be relied upon with respect to its own issues nor has.it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. On the basis of the foregoing,it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of section 148 of the Code and applicable regulations. To the best of my knowledge, information and belief, the expectations herein, expressed are reasonable and there are no facts, estimates or circumstances, other than those expressed herein,that would materially affect the expectations herein expressed. IN WITNESS WHEREOF,I have hereunto set my hand this 9th day of August, 1990. Dan T.Villella, Director of Finance 4 30012-06 JHHW:PJT:GFB 08/08/90 $29400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS OFFICER'S CERTIFICATE OF THE CITY The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Director of Finance of the City of Huntington Beach, a chartered city and municipal corporation duly organized and existing under the laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is an "Authorized Officer" of the City, as such term is defined in that certain Fiscal Agent Agreement, dated as of June 1, 1990 (the "Fiscal Agent Agreement"), by and between the City and Bank of America.National Trust.and Savings Association, as fiscal agent (the "Fiscal Agent"); (iii) that the City Council of the City duly adopted the following 'resolutions (the "Resolutions") and ordinance (the "Ordinance"), which Resolutions and Ordinance have not been amended, modified, supplemented, rescinded or repealed and remain in full force and effect as of the date hereof, said date being the delivery date of the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), 1990 Special Tax Bonds, in the aggregate principal amount of $2,400,000, dated August 1, 1990 (the "Bonds"): (a) Resolution No. 6141 entitled"A Resolution of the City Council of the City of Huntington Beach Acknowledging Receipt of Petition for Establishment of Community Facilities District, Directing Initiation of Proceedings Under the Mello-Roos Community Facilities Act of 1982, and Approving an Agreement Regarding Advances and. Employing Consultants in Connection ' Therewith, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted April 3, 1990, (b) Resolution No. 6142 entitled "A Resolution of the City Council of the City of Huntington Beach of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Pursuant-to the Mello-Roos Community Facilities Act of 1982, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted May 7, 1990, (c) Resolution No. 6143 entitled "A Resolution of Intention to Incur Bonded Indebtedness of the Proposed Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) Pursuant to the Mello-Roos Community Facilities .Act of 1982, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted May 7, 1990, (d) Resolution No. 6161 entitled "A Resolution of Formation of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), Authorizing the Levy of a Special Tax Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors of the District, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted June 18, 1990, (e) Resolution No. 6162 entitled "A Resolution Determining the Necessity to Incur Bonded Indebtedness Within Community Facilities District No. 1990- 1 (Goldenwest/Ellis Area) and Submitting Proposition to the Qualified Electors .of the District, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted June 18, 1990, (f) Resolution No. 6163 entitled "A Resolution Calling Special Election, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted June 18, 1990, (g) Resolution No. 6173 entitled "A Resolution Declaring Results of Special Election and Directing Recording of Notice of Special Tax Authorization, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted July 2, 1990, (h) Resolution No. 6174 entitled "A Resolution of the City Council of the City of Huntington Beach Authorizing The Issuance of Special Tax Bonds of the City of Huntington Beach for Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), Approving and Directing the Execution of a Fiscal Agent Agreement, and Approving Other Related Documents and Actions, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted July 2, 1990, and (i) Ordinance No. 3050 entitled "An Ordinance of the City Council of the City of Huntington Beach Levying Special Taxes Within Community Facilities District No. 1990-1 (Goidenwest/Ellis Area)", enacted July 16, 1990; (iv) that the representations and warranties of the City and the Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District") contained in that certain Purchase Contract, dated July 24, 1990 (the "Purchase Contract"), between Chilton & O'Connor, Inc. and the City, are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof; (v) that, to the best of his knowledge, no event has occurred since the date of the Official Statement, dated July 24, 1990 (the "Official Statement"), relating to the Bonds, affecting the City or the District which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement with respect to the City and the District not misleading in any material respect; (vi) that the City has obtained all approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which constitute a condition precedent to the levy of the Special Tax (as such term is defined in the Purchase Contract), the issuance of the Bonds or the performance by the City and the District of their obligations thereunder or under the Fiscal Agent Agreement; -2- (vii) that the City has complied with all agreements and has satisfied all conditions on its part to be performed or satisfied under the Purchase Contract, the Fiscal Agent Agreement, the Resolutions and the Ordinance, at or prior to the date hereof; (viii) that the City's employer identification number for federal tax purposes is 95- 6000723; and (ix) that for calendar year 1990, and including the Information Return for Tax-Exempt Governmental Bond Issues Form 8038-G filed with the Internal Revenue Service for the Bonds, the City has filed one (1) Information Return Form 8038-G with the Internal Revenue Service, Philadelphia, Pennsylvania 19255. Dated: August 9, 1990 CITY OF HUNTINGTON BEACH, for and on behalf of COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLD ENWEST/ELLIS AREA) B irector of Finance 30012-06 JHHW:PJT:GFB ' 08/06/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS .AREA) 1990 SPECIAL TAX BONDS CERTIFICATE OF CITY CLERK The undersigned hereby states and certifies: (i) that she is the duly elected or appointed, qualified and.acting City Clerk of the City of Huntington Beach, a chartered city and municipal corporation duly organized and existing under the laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that the City Council of the City duly adopted the following resolutions (the "Resolutions") and ordinance (the "Ordinance"), which Resolutions and Ordinance have not been amended, modified, supplemented, rescinded or repealed and remain in full force and- effect as of the date hereof, said date being the delivery date of the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), 1990 Special Tax Bonds, in the aggregate principal amount of $2,400,000, dated August 1, 1990 (the "Bonds"):. (a) Resolution No. 6141 entitled "A Resolution of the City Council of the City of Huntington Beach Acknowledging Receipt of Petition for Establishment of Community Facilities District, Directing Initiation of Proceedings Under the Mello-Roos Community Facilities Act of 1982, and Approving an Agreement Regarding Advances and Employing Consultants in Connection Therewith, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted April 3, 1990, (b) Resolution No. 6142 entitled "A Resolution of the City Council of the City of Huntington Beach of Intention to Establish a Community Facilities District and_to Authorize the Levy of Special Taxes Pursuant to the Mello-Roos Community Facilities Act of 1982, Community Facilities District No. .1990-1 (Goldenwest/Ellis Area)", adopted May 7, 1990, (c) Resolution No. 6143 entitled "A Resolution of Intention to Incur Bonded Indebtedness of the Proposed Community Facilities District No. 1990-1_ (Golden'west/Ellis Area) Pursuant to the Mello-Roos Community Facilities Act of 1982, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted May 7, 1990, (d) Resolution No. 6161 .entitled "A Resolution of Formation of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), Authorizing the Levy of a Special Tax Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors of the District, Community Facilities'District No. 1990-1 (Goldenwest/Ellis Area)", adopted June 18,1990, (e) Resolution No. 6162 entitled "A Resolution Determining the Necessity to Incur Bonded Indebtedness Within Community Facilities District No...1990- 1 (Goldenwest/Ellis Area) and Submitting Proposition to the Qualified Electors of the District, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted June 18, 1990, (f) Resolution No. 6163 entitled "A Resolution Calling Special Election, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted . June 18, 1990, (g) _ Resolution No. 6173 entitled "A Resolution Declaring Results of Special Election and Directing Recording of Notice of Special Tax Authorization, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted July 2, 1990, (h) Resolution No. 6174 entitled "A Resolution of the City Council of the City of r Huntington Beach Authorizing The Issuance of Special Tax Bonds of the City of Huntington Beach for Community Facilities. District No. 1990-1 (Goldenwest/Ellis Area), Approving and Directing the Execution of a Fiscal Agent Agreement, and Approving Other Related Documents and Actions, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", adopted July 2, 1990, and (1) Ordinance No. 3050 entitled "An Ordinance of the City Council of the City of Huntington Beach Levying Special Taxes Within Community Facilities District No. 1990-1 (Goldenwest/Ellis Area)", enacted July 16, 1990. Dated: August 9, 1990 CITY OF HUNTINGTON BEACH, for and on behalf of COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLD ENWEST/ELLIS AREA) By City,Clerk 2- 30012-06 JHHW:PJT:GFB 08/07/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT. NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS CERTIFICATE REGARDING USE OF PROCEEDS The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Director of Finance of the City of Huntington Beach, a chartered city and municipal corporation duly organized and existing under the laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is an "Authorized Officer" of the City, as such term is defined in that certain Fiscal Agent Agreement, dated as of June 1,.1990 (the"Fiscal Agent Agreement"); by and between the City and Bank of America National Trust and Savings Association,.as fiscal agent (the "Fiscal Agent"); (iii) that the City is, on the date hereof, issuing bonds for and on.behalf of the Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) of the City (the "District") designated "Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds" in the aggregate principal amount of$2,400,000 (the "Bonds"); (iv) that of the proceeds of the Bonds, the amount of $1,726,480 will be deposited in the Improvement Fund to be used for the purpose of financing certain facilities (the "Facilities"); (v) that set forth in Part 1 of Exhibit A attached hereto and by this reference incorporated herein is a detailed_description of the Facilities and set forth in Part 2 of Exhibit A -is a description of all private uses of the Facilities other than use by members of the public generally and use by governmental units; (vi) that no portion of the proceeds of the Bonds will be used for the purposes of making a loan to any person or governmental unit except as set forth in Part 2 of Exhibit A; and (vii) that it is intended that the interest on the Bonds be excluded from gross income for federal income tax purposes and exempt from State of California personal income taxes,- that the firm of Jones Hall Hill & White, A Professional Law Corporation, is rendering an opinion on the date hereof to said effect, and that, in rendering said opinion, said firm is relying, among other.things, upon the statements made herein and in Exhibit A. IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of August, 1990. Darf T. Villella Director of Finance -2- P EXHIBIT. A DESCRIPTION OF IMPROVEMENTS 1. .Describe Improvements, including all components, in detail: Improvements to Ellis Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, stripping and related improvements. Improvements to Goldenwest Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. Improvements to Quarterhorse Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. Improvements to Saddleback Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk,. storm drain and signal improvements, striping and related improvements. Improvements to Edwards Street in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. Water and sewer system improvements along Ellis Avenue, Quarterhorse Lane and Saddleback Lane in the vicinity of the District, including related improvements. Undergrounding of utilities along one or more of the foregoing streets in the vicinity of the District, included any related work. Fire station improvements, including construction and related costs. Acquisition of emergency vehicle traffic interruption devices. 2. Describe any-expected private business use of the Improvements other than use of the improvements by members of the public generally.or by governmental units. Examples of private business use include: use through service contracts, such as contracts for janitorial services, food services, maintenance, management and operation; use through location of privately-owned equipment, such as photocopying equipment, vending machines, computer equipment, printing equipment, public telephones and teller machines; use through sales of personal products and services, such as newsstands, candy and smoke shops and shoeshine stands; use through the provision of utilities through privately-owned conduits-or wires; use through advertising displays; use through storage arrangements; use through rights to possess and control identified space; and use through leases and subleases. None expected. 30012-06 JHHW:PJT:GFB 68/06/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS WRITTEN REQUEST OF THE CITY The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting City Administrator of the City_of Huntington Beach, a chartered city and_municipal corporation duly organized and existing under the laws of the State of California (the "City"), and as such, is familiar with the facts .herein certified and is authorized and qualified to certify the same; (ii) that he is an "Authorized Officer" of the City, as such term is defined in that certain Fiscal Agent Agreement, dated as of June 1, 1990 (the "Fiscal Agent Agreement"), by and between the City and Bank of America National Trust and Savings Association, as fiscal agent (the "Fiscal Agent"); (iii) that the Fiscal Agent is hereby requested to authenticate bonds designated "City of Huntington Beach Community Facilities District No. .1990-1 (Goldenwest/Ellis Area), 1990 Special Tax Bonds", in.the aggregate principal amount of $2,400,000, dated August 1, 1990 (the "Bonds"), and to deliver the authenticated Bonds to Chilton & O'Connor, Inc._ upon receipt by the Fiscal Agent of the purchase price therefor. Dated: August 9, 1990 CITY OF HUNTINGTON BEACH, for and on behalf of COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLD ENWEST/ELLIS AREA) By City Administrator 30012-N JHHW:PJT:GFB 08/07/90 $2,400,000 CITY OF HUNTINGTON BEACH - COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS CERTIFICATE OF MAILING FORM 8038-G I, Glenda F. Bell,'hereby state and certify as follows: That for and on behalf of the City of Huntington Beach, on the date hereof, I caused to be mailed an Information Return for Tax-Exempt Governmental Obligations Form 8038-G relating to the captioned Bonds, postage prepaid, via certified mail, return-receipt requested, to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255,-a true copy of which Information Return is hereto attached. Dated: August 9, 1990 Gle ell, Projec rdin Jones Hall Hill &White, A Professional Law Corporation Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.October 1989) Is,Under Section 149(e) OMB No.1545.0720 ►See separate Instructions Expires 5-31-92 Department of the Treasury Internal Revenue Service (Use Form 8038-GC if the issue price is under$100,000) Reporting Authority Check box if Amended Return ► 1 Issuer's name 2 Issuer's employer identification number City Of Huntington Beach 95-60 O723 3 Number and street 4 Report number 2000 Main Street c19 90 - 01 5 City or town,state,and ZIP code 6 Date of issue Huntington Beach, CA 92648 08 09 90 7 Name of Issue Gol denwest/Ellis Area 8 CUSIP Number Community Facilities District No. 1990-1 1990 Special Tax Bonds 446 188 T e of Issue(check box es that applies and enter the Issue Price 9 Check box if obligations are tax or other revenue anticipation bonds► ❑ Issue price 10 Check box if obligations are in the form of a lease or installment sale Is. ❑ 11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . 12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . 13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ❑ Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ❑ Utilities . . . . . . . 18 ® Other.Describe(see Instructions)►Street i mprovements*(i nc*l udfng curbs' 2 390 250 gutters, sidewalks, storm drains & traffic si nals) and water, sewer Descri tlon of Obligations & tire station i m rovments. (a) (b) (c) Stated redemption weighted 0 Net interest Maturity.date Interest rate issue price price at maturity Motu' meld cost 19 Final maturity 10 O1 2020 7.60)6 194 025 195,000 20 Entire issue . 2,396,250 2 400 000 20.9827 ears 7.5862% 7 62 Uses of Original Proceeds of Bond Issues(including underwriters'discount 21 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 211 3,997.39 22 Issue price of entire issue(enter line 20c) . . . . . . . . . . . 22 2 390 250 00 23 Proceeds used for bond issuance costs(including underwriters'discount). . 23 265 904.47 24 Proceeds used for credit enhancement . . . . . . . . . . . . . 24 � 25 Proceeds allocated to reasonably required reserve or replacement fund . 25 192 000.00 26 Proceeds used to refund prior issues. . . . . . . . . . . . . . 26 27 Total(add lines 23,24,25,and 26) . . . . . . . . 27 457 904.47 28 Nonrefunding proceeds of the issue subtract line 27 from line 22 and enter amount here 28 1,932,345.53 Description of Refunded Bonds(complete this part only for refundin bonds 29 Enter the remaining weighted average maturity of the bonds to be refunded . . . . . . . . . ► N/A years 30 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ► N/A 31 Enter the dates the refunded bonds were issued ► N/A LMM Miscellaneous 32 Enter the amount of the state volume cap allocated to the issue . . . . . . . . . . . . . . . Is, 33 Enter the amount of the bonds designated by the issuer under section 265(bX3XBXiXIII) (small issuer exception) . . . . . . . . . . . . . . . . . . . . . . . . . . . ► `8` 34 Pooled financings: a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units lo- b Check box if this issue is a loan made from the proceeds of another tax-exempt issue ► ❑ and enter the name of the issuer ► and the date of the issue Is, Under penalties of perjury.I declare that 1 have examined this return and accompanying sdredules and statements,and to the best of my knowledge and belief, they are true,correct,and complete. Please Dan T. Vi l l el 1 a Sign 08/09 90 Director of Finance Here ignature of officer Date 'Type or print name and title For Paperwork Reduction Act Notice,see page 1 of the instructions. Form 8038-G (Rev.10-89) .o.s. 0e..ra..nt 9rsoilms office, 1989-262-151/00019 30012-05 JHHW:PJT:GFB 08/07/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS CERTIFICATE REGARDING PRELIMINARY OFFICIAL STATEMENT The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Director of Finance of the City of Huntington Beach, a chartered city and municipal corporation duly organized and existing under the laws of the State of California (the "City"), and. as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is an "Authorized Officer" of the City, as such term is defined in that certain Fiscal Agent Agreement, dated as of June 1, 1990 (the "Fiscal Agent Agreement"), by and between the City and Bank of America National Trust and Savings Association, as fiscal agent (the "Fiscal Agent"); (iii) that there has been delivered to Chilton & O'Connor, Inc., as underwriter (the "Underwriter"), and Rod Gunn Associates, Inc., as financial advisor (the "Financial Advisor");of the captioned Bonds, a preliminary official statement, dated July 19, 1990 (including the cover page and all appendices thereto, the "Preliminary Official Statement"), which the City deems final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule.15c2-12"), except for information permitted to be omitted therefrom by Rule 15c2-12; and (iv) that the City hereby approves of the use and distribution by the Underwriter of the Preliminary Official Statement. Dated: July 19, 1990 CITY OF HUNTINGTON BEACH, for and on behalf of COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) By Director of Finance 30012-05 JHHW:PJT:GFB 08/08/90 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM THE IMPROVEMENT FUND The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Director of Finance of the City of Huntington Beach, a chartered city and municipal corporation duly organized and existing under the laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is an "Authorized Officer" of the City, as such term is defined in that certain Fiscal Agent Agreement, dated as of June 1, 1990 (the "Fiscal Agent Agreement"), by and between the City and Bank of America National Trust and Savings Association, as fiscal agent (the "Fiscal Agent"); (iii) that pursuant to Section 3.03(B) of the Fiscal Agent Agreement, the undersigned hereby requests the Fiscal Agent to disburse from the Improvement Fund established under . the Fiscal Agent Agreement to each payee designated on Exhibit A attached hereto and by this reference incorporated herein, the amount set forth opposite such payee; (iv) that each payment to be made pursuant to this Officer's Certificate is in accordance with the provisions of the Acquisition Agreement or is otherwise for a facility;. (v) that no portion of the amounts to be paid pursuant to this Officer's Certificate have been included in any Officer's Certificate previously filed with the Fiscal Agent requesting disbursement from the Improvement Fund; and (vi) that capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Fiscal Agent Agreement. Dated: CITY OF HUNTINGTON BEACH, for and on behalf of COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLD ENWEST/ELLIS AREA) By Director of Finance EXHIBIT A Payee Name and Address. Purpose of Obligation Amount 30012-08 JHHW:PJT:GFB 08/08/90 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS REQUISITION FOR DISBURSEMENT FROM COSTS OF ISSUANCE FUND The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Director of Finance of the City of Huntington Beach, a chartered city and municipal corporation duly organized and existing under the laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is an "Authorized Officer" of the City, as such term is defined in that certain Fiscal Agent Agreement, dated as of June 1, 1990 (the "Fiscal Agent Agreement"), by and between the City and Bank of America National Trust and Savings Association, as fiscal agent (the "Fiscal Agent"); (iii) that pursuant to Section 3.06(B) of the Fiscal Agent Agreement, the undersigned hereby requests the Fiscal Agent to disburse from the Costs of Issuance Fund established under the Fiscal Agent Agreement to each payee designated on Exhibit A attached hereto and by this reference incorporated herein, an amount not to exceed the amount set forth opposite such payee, for payment or reimbursement of previous payment of Costs of Issuance as described on attached Exhibit A, upon receipt by the Fiscal Agent of an invoice from such payee which requests payment in an amount which is less than. or equal to the amounts set forth on said Exhibit A; (iv) that the disbursements described on the attached Exhibit A constitute Costs of Issuance and are properly chargeable to the Costs of Issuance Fund; and (v) that capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Fiscal Agent Agreement. Dated: August 9, 1990 CITY OF HUNTINGTON BEACH, for and on behalf of COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) B Director of Finance EXHIBIT A -Payee Name and Address Purpose of Obligation Amount Bank of America National Trust and Fiscal Agent Administration Fees $6,600.00 . Savings Association 333 South Beaudry Avenue Los Angeles, CA 90017 David D. Dahl, dba Reimbursement of Advance $105,000.00 505 Park Avenue Balboa Island, CA 92662 Jones Hall Hill&White Bond Counsel Fee and $36,756.00 Four Embarcadero Center, Suite 1950 Reimbursable Expenses San Francisco, CA 94111 Rod Gunn Associates, Inc. Financial Advisor Fee $26,500.00 3010 Old Ranch Parkway, Suite 330 and Reimbursable Expenses Seal Beach, CA 90740 A-1 JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F.ADAMS FOUR EMBARCADERO CENTER HAROLD W.BANK' STEPHEN R.CASALEGGIO SUITE O, C BRUCE R.COLEMAN August 9, 1990 SAN FRANCISC CA 94111 THOMAS A.DOWNEY - (415)391-5780 ANDREW C.HALL,JR. KENNETH I.JONES FACSIMILE WILLIAM H.MADISON DAVID J.OSTER 4415)391-5784 BRIAN D.QUINT (415)391-5785 PAUL J.THIMMIG 14161 968-9308 SHARON STANTON WHITE •ADMITTED TO NEW YORE AND DISTRICT OF COLUMBIA EARS ONLY ROBERT J.HILL(198E-1988) Mr. Dan T. Villella Director of Finance City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RE: $2,400,000 City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds INVOICE For Legal Services Rendered: 2% of the first $1,000,000 of principal $20,000.00 1% of the remaining $1,400,000 of principal 14,000.00 $34,000.00 For Reimbursable Expenses: Delivery & Messenger $790.00 Photocopies 1,218.60 Closing Costs 748.00 2,756.60 36 756.60 R G A ROD G U N N A S S O C I A T E S, I N C. August 9, 1990 Marilyn Reyes Bank of America, NT & SA 555 S. Flower Street, 5th Floor Los Angeles, CA 90071 Subject: Invoice for City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) Dear Marilyn: This billing reflects financial consulting services rendered with respect to the above-captioned Bonds. Fees $ 23,000.00 Out-of-Pocket expenses 3,500.00 Total Due and Payable $ 26,500.00 • Please wire transfer all moneys as follows: TO THE ACCOUNT OF: Rod Gunn Associates, Inc. ACCOUNT NUMBER: 90-835-560 BANK ABA NUMBER: '1222 - 26076 BANK NAME: Mitsui Manufacturers Bank ADDRESS: 515 S. Figueroa Street Los Angeles, CA 90071 Thank you for your cooperation. Sincerely, Rod Gunn Rm) Gu.N 3010 OLD RANCH PKu'Y SUITE 330 , SU7.AKNI QUI.rN, CPA SEAL BEACH, CA 90740.2750 LI\DA DUIFN 213.598.7677 FAX 213-431.5446 SEP 11 '90 08:29 THE DAHL COMPANY P.2 The Dahl Cofnpany AUGUST 9, 1990 CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 SUBJECT: Community Facilities District 1990-1 RE: Invoice for requisition of funds To whom it may concern, This notice serves as an official request/invoice to the City of Huntington Beach for reimbursements in the. amount of $105,000 (One Hundred Five Thousand dollars) , as evidenced by means of an advancement for the acquisition of land located in the Fairview Addition of the Goldenwest Ellis Community Facilities District 1990-1, payable to the Daryl Company. Sin :.p David -D. Dahl 605 PARK AVENUE • BALBOA ISLAND, CAUFORNIA 92662 • (714) 673-0127 OFFICE OF INS ^ CITY ATTORNEY P.O.BOX 2740 2000 MAIN STREET HUNTINGTON BEACH CALIFORNIA 99647 GAIL HUTTON TELEPHONE City Attorney (714)536-MS August 9, 1990 Rod Gunn Associates, Inc. Seal Beach, California Chilton & O'Connor, Inc. Los Angeles, California $2,400,000 CITY OF HUNTINGTON BEACH, CALIFORNIA COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) SPECIAL TAX BONDS 1990 SERIES A Dear Sirs: I have acted as counsel to the City of Huntington Beach, Huntington Beach California, (the "City"), in connection with its sale to you of the above-mentioned Bonds (the "Bonds"). The Bonds are being issued pursuant to a Fiscal Agent Agreement dated as of June 1, 1990 (the "Fiscal Agent Agreement"), between the City and Bank of America National Trust and Savings Association as Fiscal Agent. In that connection, I have examined originals or copies certified or otherwise identified to my satisfaction of the Fiscal Agent Agreement; Resolution No. 6174 of the City, adopted July 2, 1990; the Purchase Agreement, dated July 24, 1990, between Chilton & O'Connor, Inc., and the City; and the Official Statement, dated July 24, 1990. Based on the foregoing, in my opinion: (i) The City is a duly created and lawfully existing charter city and municipal corporation. (ii) The Purchase Contract has been duly authorized, executed and delivered by the City and constitutes a valid, legal and binding agreement of the City enforceable in accordance with its terms. SPECIAL TAX BONDS August 9, 1990 ` Page 2 (iii) Except as disclosed in the Official Statement, to the best of my knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory city against the City or the Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) affecting their existence or the titles of their respective officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or in any way questioning or affecting the validity or enforceability of the Bonds, the Resolution of Issuance, the Fiscal Agent Agreement, or any other applicable agreements or any action of the City or the District contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official Statement or any amendment or supplement thereto, or contesting the powers of the City or the District or other authority with respect to the Bonds or any action of the City or the District contemplated by any of said documents. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Purchase Contract. Sincerely, GAIL HUTTON City �Attorney GH/rjl 30012-06 JHHW:PJT:GFB 68/09/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS CERTIFICATE REGARDING INVESTMENTS The,undersigned hereby states and certifies- (i) that he is the duly appointed, qualified and acting Director of Finance of the City of Huntington Beach, a chartered city and municipal-corporation duly organized and existing under the laws of the State of California (the "City"), and as such; is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is an "Authorized Officer" of the City, as such term is defined in that certain Fiscal Agent Agreement, dated as of June 1, 1990 (the "Fiscal Agent Agreement"), by and between the City and Bank of America National Trust and Savings Association, as fiscal agent (the "Fiscal Agent"); (iii) that, of that portion of the net proceeds of the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), 1990 Special Tax Bonds, in the aggregate principal amount of $2,400,000, dated August 1, 1990 (the "Bonds"), received by the Fiscal Agent on the date hereof, the City hereby authorizes and directs the Fiscal Agent to invest the amounts deposited into the funds and accounts established pursuant to the Fiscal Agent Agreement, as shown on Exhibit A attached hereto and by this reference incorporated herein, in.the Permitted Investments set forth on said Exhibit A; . (iv) that the investments set-forth on said Exhibit A are traded on established markets. and are to be purchased by the Fiscal Agent in arms' length transactions for their fair market value without regard to the relationship of the yield of such investments to the yield of the Bonds; and (v) that capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Fiscal Agent Agreement. Dated: August 9, 1990 CITY OF HUNTINGTON BEACH, for and on behalf of COMMUNITY FACILITIES _ DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) Director of Finance EXHIBIT A Amount Description Amount Interest Purchase Account of Deposit by Name Invested Maturity Rate Price Bond Fund. $ 209,862.92 Fidelity Treasury II $ 209,862.92 Daily Variable 100% Reserve Fund $ 192,000.00 Fidelity Treasury II $ 192,000.00 Daily Variable 1.00% Costs of Issuance Fund $ 223,904.47 Fidelity Treasury II $ 55,647.87 ** Daily Variable 100% Improvement Fund $1,726,480.00 Fidelity Treasury II $1,726,480.00 Daily Variable 100% "*This amount is equal to the initial deposit into said fund ($223,904.47), less disbursements made on the date hereof in the amount of $168,256.60. The undersigned hereby acknowledges that the foregoing investment instructions have been complied with. . Dated: August 9, 1990 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Fiscal Agent By Authorized Officer A-1 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION FISCAL AGENT'S CERTIFICATE AS TO AUTHORITY INCUMBENCY, SIGNATURES AND AUTHORIZATION THE UNDERSIGNED, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Fiscal Agent under The Fiscal Agent Agreement dated June 1, 1990 (herein called the "Agreement"), authorizing the issuance of $2,400,000.00 principal amount of the City of Huntington Beach Community Facilities District No. 1990-1 Goldenwest/Ellis Area 1990 Special Tax Bond, HEREBY CERTIFIES as follows: 1. Said Receipt for Purchase Price and Fiscal Agent Agreement was executed and delivered in the name and on behalf of the undersigned by M. Reyes as an Authorized Officer, who at the time of affixing her signature was, and still is, an Authorized Officer, of the undersigned thereunto duly authorized and the signature set forth below opposite her name is a genuine specimen of her signature: NAME SPECIMEN OF SIGNATURE M. Reyes l 2. Attached hereto as Exhibit A is a true and correct copy of the Resolutions as adopted by the Board of Directors of Bank of America National Trust and Savings Association, which at the date hereof are still in full force and effect, giving the requisites authority of said officers. IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 9th day of August, 1990. BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION A. Soderholm Assistant Secretary Board of Directors June 7, 1976 Bank of America NT&SA Amanded : February 6, 1978 December 1, 1980 April 21 , 1981 December 5 , 1983 June 41 1984 October 1, 1984 June 31 1985 June 21 1986 December 7, 1997 RESOLUTION AUTHORIZING CERTAIN OFFICERS OR EMPLOYEES TO PERFORM CERTAIN ACTS ON BEHALF OF THIS ASSOCIATION ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY RESOLVED, that any one of the following officers or employees of this association; the president the Chairman of the Board of Directors the Chairman of the Executive Committee the Senior Vice Chairman of the Board of Directors any vice Chairman of the Hoard of Directors any Vice Chairman any Executive Vice President any Senior Vice President any Regional Vice President any Group Vice President any Vice President any Acting Manager any Administration Officer any Agricultural Management officer any Landman or Land Representative any Assistant Cashier any Assistant Manager any Assistant Operations Manager a.ny Assistant Secretary any Assistant Trust Officer any Assistant Vice President the Cashier any Deputy Cashier the Financial Controller the Director of Mortgage Banking any Corporate Banking Officer any Corporate Finance Officer any Division Controller any Director, Private Banking Office any Employee Relations Officer any Investment officer 0038e ( 8 ) any Leasing Officer any Manager any Manager , . Hank Related Securities any Manager, Customer Services any Manager, Government Securities any Manager , Securities Custody and Clearance any Manager , Trading and Underwriting any Sales Manager - Municipal securities any Senior Account Executive the Secretary any Senior Investment Officer any senior Leasing Officer any Senior Portfolio Manager any Senior Property Management Officer - Trust any Senior Securities Officer any Senior Trust Officer any Senior Underwriter any Trust Officer any Executive Financial Estate Planner the Head, Executive Financial Counseling any Senior Financial Counselor any Financial Counselor any Senior Analyst any Senior Financial Counseling Officer/Planning and Accounting any Senior Financial Counseling Officer/Investment Management Supervising Analyst, ' or any other officer or employee of this association specifically designated by the Hoard of Directors, the Executive Committee, the President or the Executive Vice President-Personnel Administration of the association: is authorized, where this association is acting or to act in a fiduciary or representative capacity, to execute any Indenture, Agreement of Trust, Mortgage Deed of Trust, or other instrument under which certificates of beneficial interest, voting trust certificates , certificates of deposit for bonds , stocks, notes or debentures, interim receipts, collateral trust notes, bonds, debentures , participation certificates, mortgage notes , equipment trust certificates or other evidences of indebtedness are or are to be outstanding ; RESOLVED FURTI1CR, that each of the above officers or employees of this association is authorized where this association is acting in a fiduciary or representative capacity to countersign certificates of stock for which this association 0038s is Registrar or Transfer Agent and to execute, countersign, authenticate or certify certificates , certificates of deposit for bonds, stocks, notes or debentures, interim receipts, collateral trust notes , bonds, debentures , participation ' certificates, mortgage notes or other evidences of indebtedness ; RESOLVED FURTHER, that each of the above persons is authorized to sign as 'authorized officer" in any of the matters referred to herein: RESOLVED FURTHER, that this resolution supersedes that certain resolution adopted by this Board of Directors on the 3rd day of May, 1976, naming the officers or employees of this association authorized to act pursuant to the authority above set forth. it Annette Soderholm Assistant Secretary of sank of -America Nat onal Trust and Savings Association, a national banking association existing under the laws of the United States of America, having its principal place of business in the City and County of San Francisco in the State of California, certify that this resolution is a correct copy of a resolution adopted by the Board of Directors in accordance with the bylaws at a meeting held on June 71 1976, and amended at meetings held on February 6, 1978, December 1, 1980, April 21 , 1981 , December 5, 1983, June 4 , 1984, October 1 , 1984, June 31 1985, June 21 1986, and December 71 1987 . This resolution is still in effect . ssistant Secretary BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION Dated : August 9, 1990 -3- 00383 30012-08 JHHW:PJT:GFB 08/07/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS CERTIFICATE OF FISCAL AGENT The undersigned hereby states and certifies: (i) that she is an authorized officer of Bank of America National Trust and Savings Association, as fiscal agent (the "Fiscal Agent") under that certain Fiscal Agent Agreement, dated as of June 1, 1990 (the "Fiscal Agent Agreement"), by and between the City of Huntington Beach (the "City") and the Fiscal Agent, and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that the Fiscal Agent is duly organized and existing as a .national banking association under the laws of the United States of America having full power and authority to perform its duties under the Fiscal Agent Agreement; (iii) that the duties and obligations of the Fiscal Agent under the Fiscal Agent Agreement have been duly accepted by the.Fiscal Agent; (iv) that the Fiscal Agent has all necessary corporate and trust powers required to carry out the Fiscal Agent Agreement; and (v) that, to the best of her knowledge, the acceptance-by the Fiscal Agent of the duties and obligations of the Fiscal Agent under the Fiscal Agent Agreement and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or other instrument to which the Fiscal Agent is subject. Dated: August 9, 1990 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Fiscal Agent By Authorized Officer 30012-06 JHHW:PJT:GFB 08/08/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWESVELLIS AREA) 1990 SPECIAL TAX BONDS FISCAL AGENT'S RECEIPT OF PROCEEDS The undersigned hereby-states and certifies: .(i) that she is an authorized officer of Bank of America National Trust and Savings Association, as fiscal agent (the "Fiscal Agent") under that certain Fiscal Agent Agreement, dated as of June 1, 1990 (the "Fiscal Agent Agreement"), by and.between the City of Huntington Beach (the "City") and the Fiscal Agent, and as such, is familiar with the- facts herein certified and is authorized and qualified to certify the same; (ii) that, on-the date hereof, the Fiscal Agent received from Chilton & O'Connor, Inc., as the underwriter (the "Underwriter"), the amount of $2,352,247.39, representing the purchase price of the bonds designated "City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area),-1990 Special Tax Bonds", in the aggregate principal amount of $2,400,000, dated August 1, 1990 (the "Bonds"), and has deposited same on this date, pursuant to Section 3.02 of the Fiscal Agent Agreement, as follows: $ ..209,862.92 . Deposited into the Bond Fund (representing accrued interest from August 1, 1990 to August 9, 1990 in the = amount of $3,997.39 and capitalized interest from August 9, 1990 to October 1, 1991, in the amount of $205,865.53) 192,000.00 Deposited into the Reserve Fund (representing the Reserve Requirement) 223,904.47 Deposited into the Costs of Issuance Fund 1,726,480.00 Deposited into the Improvement Fund '$2,352,247.39 TOTAL Amount Received This Date (iii) and, that said purchase price has been represented by the. Underwriter to have been calculated pursuant to -the Purchase Contract, dated July 23, 1990, between the Underwriter and the City, as follows: $2,400,000.00 Principal Amount of Bonds ( 9.750.0R) Less Original Issue Discount $2,390,250.00 Issue Price 3,997.39 Plus accrued interest from August 1, 1990 to August 9, 1990 (8 days) $2,394,247.39 Reoffering Price ( 42,000.00) . Less Underwriter's Discount (1.75%) $2,352,247.39 TOTAL Purchase Price Dated: August 9, 1990 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Fiscal Agent By Authorized Officer -2- 30012-06 JHHW:PJT:GFB 08/07/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS CERTIFICATE OF THE DEVELOPER The undersigned hereby states and certifies: (i) that he is David D. Dahl, dba.The Dahl Company (the "Developer"), and as such, is familiar with-the facts herein certified and is authorized and qualified to certify the same; (ii) that the information in the Official Statement, dated July 24, 1990 (the 'Official Statement"), relating to the captioned bonds, with respect to the project proposed to be constructed by the Developer in the Community Facilities District.No. 1990-1 (Goldenwest/Ellis Area) located in the City of Huntington Beach, does not contain an untrue statement of _a material fact or omit to state a fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Dated: -August 9, 1990 DAVID D. DAHL, dba THE DAHL COMPANY . By David . Dahl CHILTON , O'CONNOR, INC. INVESTMENT BANKERS August 9, 1990 City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Re: $2,400,000 City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area). 1990 Special Tax Bonds Ladies and Gentlemen: Chilton & O'Connor, Inc., as underwriter (the "Underwriter") of the captioned bonds (the "Bonds"), hereby represents and certifies to you that: (i) based upon reasonable expectations and actual facts which existed on July 23, 1990, being the date upon which the City of Huntington Beach sold the Bonds to the Underwriter, the initial offering price of each maturity of the Bonds to the public (excluding bondhouses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which a substantial amount of each maturity of the Bonds was to be sold to the public on the date hereof is set forth on Exhibit A attached hereto and by this reference incorporated herein; (ii) no Bonds of a single maturity were offered at one price to the general public and at a discount from that price to institutional or other investors; and (iii) the Bonds of each maturity were actually offered to the general public in a bona fide public offering for the price of par. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in that certain Fiscal Agent Agreement, dated as of June 1, 1990, by and between the City of Huntington Beach and Bank of America National Trust and Savings Association, as fiscal agent. Very truI ours, Z� Anthony Wetherbee s Vice President 1901 AVENUE OF THE STARS,SUITE 300 9 LOS ANGELES, CA 90067 9 (213) 203.0966 Exhibit A MATURITY SCHEDULE Maturity Date Principle Interest Reoffering (Oct. 1) Amount gaoPrice* 1992 $ 25,000 6.35% 100.0% 1993 25,000 6.50 100.0 1994 30,000 6.60 100.0 1995 30,000 6.70 100.0 1996 30,000 6.85 100.0 1997 35,000 6.95 100.0 1998 40,000 7.10 100.0 1999 40,000 7.15 100.0 2000 45,000 7.25 100.0 2001 45,000 7.30 100.0 2002 50,000 7.35 100.0 2003 55,000 7.40 100.0 2020 1,950,000 7.60 99.5 * Stated as a percentage of par. CHILTONW'CONNOR,INC. NVESTM ENT BANKERS 30012-06 JHH W:PJT:G FB 08/07/90 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWESVELLIS AREA) 1990 SPECIAL TAX. BONDS RECEIPT FOR BONDS The undersigned, on behalf of Chilton & O'Connor, Inc., hereby acknowledges receipt this date of the following described bonds issued by the City of Huntington Beach: "City of Huntington Beach Community Facilities District,No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds", in the aggregate principal amount of $2,400,000, dated August 1, 1990, issued as fully registered bonds, _ "without coupons, in the denomination of $5,000 each or any integral multiple thereof. Dated: August 9, 1990 CHILTON 'CONNOR, INC. By Title UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-1 ***$25,000.00*** CITY OF HUNTINGTON.BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 6.35% October 1, 1992 August 1, 1990 446188 AA2 REGISTERED OWNER: Cede & Co. 55 Water Street New York, NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: TWENTY-FIVE THOUSAND DOLLARS The City of Huntington Beach (the "City") for and*on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined),to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991,at the interest rate.set forth above,until the principal amount hereof is . paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-2 ***$25,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 6.50% October 1, 1993 August 1, 1990 446188 ABO REGISTERED OWNER: Cede & Co. 55 Water Street New York,NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: TWENTY-FIVE THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or.from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991,at the interest rate set forth above,until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of.the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the UNITED STATES OF AMERICA _ STATE OF CALIFORNIA COUNTY OF ORANGE No. R-3 ***$30,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 6.60%. October 1, 1994 August 1, 1990 446188-AC8 -REGISTERED OWNER: Cede & Co. 55 Water Street New York, NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: THIRTY THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement(as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991,at the interest rate set forth above,until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the. l5th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et.seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-4 ***$30,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 6.70% October 1, 1995 August 1, 1990 446188 AD6 REGISTERED OWNER: Cede & Co. 55 Water Street New York,NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: THIRTY THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991, at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-5 ***$30,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 6.85% October 1, 1996 August 1, 1990 446188-AE4 REGISTERED OWNER: Cede &.Co. 55 Water Street New York, NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: THIRTY THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991,at the interest rate set forth above,until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on.the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-6 ***$35,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE ' MATURITY DATE BOND DATE CUSIP 6.95% October 1, 1997 August 1, 1990 446188-AF1 REGISTERED OWNER: Cede & Co. 55 Water Street New York, NY 10041 .. Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: THIRTY-FIVE THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the"District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991, at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond`at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-7 ***$40,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990' SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 7.10% October 1, 1998 August 1, 1990 446188 AG9 REGISTERED OWNER: Cede & Co. 55 Water Street New York,NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: FORTY THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to .which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991, at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA . COUNTY OF ORANGE No. R-8 ***$40,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 7.15% October 1, 1999 August 1, 1990 446188 AH7 REGISTERED OWNER: Cede & Co. 55 Water Street New York, NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: FORTY THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991,at the interest rate set forth above,until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982; as amended, Sections 53311, et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-9 ***$45,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 7.25% October 1, 2000 August 1, 1990 446188 AJ3 REGISTERED OWNER: Cede & Co. 55 Water Street New York, NY 10041 Tax"Identification No. 13-2555119 PRINCIPAL AMOUNT: FORTY-FIVE THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in-certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991, at the interest rate set forth above,until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended; Sections 53311, et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-10 ***$45,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 7.30% October 1,2001 August 1, 1990 446188 AKO REGISTERED OWNER: Cede & Co. 55 Water Street New York, NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: FORTY-FIVE THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991, at the interest rate set forth above,until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311,.et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-11 ***$50,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWESVELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 7.35% October 1,2002 August 1, 1990 446188 AL8 REGISTERED OWNER: ' Cede &Co. 55 Water Street New York, NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: FIFTY THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991,at the interest rate set forth above,until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000.approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-12 ***$55,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE ' MATURITY DATE BOND DATE CUSIP 7.40% October 1,2003 August 1, 1990 .446188 AM6 REGISTERED OWNER: Cede & Co. 55 Water Street New York, NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: FIFTY-FIVE THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be.collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined),to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991,at the interest rate set forth above,until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the"Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE No. R-13 ***$1,950,000.00*** CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWESVELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP 7.60% October 1,2020 August 1, 1990 446188 AN4 REGISTERED OWNER: Cede & Co. 55 Water Street New York,_NY 10041 Tax Identification No. 13-2555119 PRINCIPAL AMOUNT: ONE MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (GoldenwestlEllis Area) (the "District"), for value received,.hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered_assigns, on the.maturity date set.forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date*to which interest has been paid or duly provided for, semiannually on April I. and October 1, commencing April 1, 1991,at the interest rate set forth above,until the principal amount'hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal.Corporate Trust Office of Bank of America National Trust and Savings Association in San Francisco, California (the "Fiscal Agent"). Interest on'this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount.of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the Mello-Roos Community Facilities Act of.1982, as amended, Sections 53311, et seq., of the California Government Code (the "Mello-Roos Act") for the purpose of financing the acquisition of certain facilities in the vicinity of the District (the "Project") and the provision of additional police, fire protection and paramedic services in the District, and-is one of the series of Bonds designated "City of Huntington- Beach, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds" (the "Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City of Huntington Beach on July 2, 1990 (the "Resolution"), and the Fiscal Agent Agreement, dated as of June 1, 1990, between the City and the Fiscal Agent (the "Agreement") and this reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. The Resolution is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California. Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Mello- Roos Act to be collected within the District (the "Special Tax") and certain funds held under the Agreement. Interest on this Bond shall be payable from the interest payment date next preceding the _ date of authentication hereof,unless (i) it is authorized on an interest payment date,in which event it shall bear interest from such interest payment date, or(ii) such date of authentication is after a Record Date but on or prior to an interest payment date, in which event interest will be payable from such interest payment date, or(iii) such date of authentication is prior to the fast Record Date, in which event interest will be payable from August 1, 1990; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment hereon. Any tax for the payment hereof shall be limited to the Special Tax,except to the extent that provision for payment has been made by the City of Huntington Beach, as may be permitted by law. The Bonds do not constitute obligations of the City of Huntington Beach for which said City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove. The City has covenanted for the benefit of the owners of the Bonds that it will commence within 150 days of notification of a delinquency and diligently pursue to completion appropriate foreclosure actions in the event of delinquencies of any Special Tax installments levied for payment of principal and interest. The Bonds maturing on or after October 1, 1998 may be redeemed prior to maturity, in whole or in part, at the option of the City,,on October 1, 1997 or an any interest payment date thereafter, upon at least 30 days, but not more than 60 days, prior written notice mailed to the registered owners at the addresses appearing on the bond registry books, at the following redemption prices,expressed as a percentage of par value,together with accrued interest to the date of redemption: Redemption Dates Redemption Prices October 1, 1997 or April 1, 1998 102.5% October 1, 1998 or April 1, 1999 102.0 October 1, 1999 or April 1, 2000 101.5 October 1, 2000 or April 1, 2001 101.0 October 1,2001 or April 1, 2002 100.5 October 1, 2002 and thereafter 100.0 -2- The outstanding Bonds maturing on October 1, 2020 are subject to mandatory sinking payment redemption in part on October 1, 2004, and on each October 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date (October 1) Sinking Paymen 2004 $60,000 2005 65,000 2006 70,000 2007 75,000 2008 , 80,000 2009 85,000 2010 90,000 2011 100,000 2012 105,000 2013 115,000 2014 125,000 2015 135,000 2016 145,000 2017 155,000 2018 170,000 2019 180,000 2020 195,000 Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. This Bond shall be registered in the name of the owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof,interest hereon and any redemption premium shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption. The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. -3- This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time,form and manner as required by law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of California. -4- \' IN WITNESS WHEREOF, City of Huntington Beach has caused this Bond to be dated August 1, 1990, to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signature of the City Clerk. CITY OF HUNTINGTON BEACH �JN11N�Ip�111� Mayor too . IIIIhq�p�NTY ATTEST: City Clerk FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the Resolution and the Agreement which has been authenticated on August 9, 1990. BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Fiscal Agent SPECIMEN By: Authorized Officer -b- ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name,address and Tax identification Number of Assignee) the within registered Bond and hereby irrevocably constitute(s)and appoint(s) attorney, to transfer the same on the books of the Fiscal Agent with full power of substitution in the premises. Dated: NOTE: The signature(s) on this Assignment,must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTE: Signature(s)must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. -6- R G A IR O D G u N N Ass O C I A T E S, I N C. August 9, 1990 City of Huntington Beach Chilton& O'Connor, Inc. 2000 A-lain Street 1901 Avenue of the Stars,Suite 300 Huntington Beach,CA 92648 Los Angeles,CA 90067 Jones Hall Hill & White Four Embarcadero Center,Suite 1950 San Francisco,CA 94111 Re: City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) In our capacity as Independent Financing Consultant for the City of Huntington Beach (the "City") with respect to the above-captioned obligations(the`Bonds"), we are advising the City as follows: 1. That the undersigned is an authorized officer of Rod Gunn Associates, Inc. (herein, the "Financing Consultant"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; 2. That the Financing Consultant has acted as such to the City of Huntington Beach (the "City") in connection with the preparation of the Official Statement relating to the Bonds (the"Official Statement"); and 3. That, to the best knowledge of the Financing Consultant,as of the date of the Official Statement and as of the date hereof, the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necesary to make the statements made therein, in light of the circumstances under which they were made,not misleading. 4. The size of the Reserve Account for the Bonds was necessary to assure the marketability of the Bonds for the reasons set forth in the City's Non-Arbitrage Certificate dated August 9, 1990. 5. We have been advised by the Purchaser of the Bonds, Chilton & O'Connor, Inc., that the Bonds are being offered to the public at a price of 100% with the exception of the Term Bonds maturing in 2020 which are being offered at a price of 99.50%. This represents a total original issue discount of $9,750. We have relied upon this representation in calculating the attached schedules. 6. Pursuant to the enclosed schedules, the yield for the Bonds is 7.58622754%. By: Rodney L. Gunn, Principal Ru:) GUN, 3010 CILo RANCH PKW Y SUITE 330 SULASNE QUINN. CPA SEAL BEACH, CA 90740-2750 LINDA DUFFY 213-598-7677 FAX 213-431-5446 SETTLEMENT MEMORANDUM CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) 1990 SPECIAL TAX BONDS July 24, 1990 To: Project Financing Team From: Rod Gunn Associates,Inc. Name of Issuer: City of Huntington Beach Bonds To be Delivered to: DTC Place of Delivery: New York, New York Date of Bonds: August 1, 1990 Preclosing: Wednesday, August 8, 1990 @ 2:00 p.m. (Pacific Daylight Savings Time) at Offices of Bond Counsel Closing: Thursday, August 9, 1990 @ 9:00 a.m. (Pacific Daylight Savings Time) at Offices of Bond Counsel Sources: Principal Amount of Bonds $2,400,000.00 Less: Underwriter's Discount (42,000.00) Original Issue Discount (9,750.00) Accrued Interest 3,997.39 Total to be Delivered at Closing $2,352,247.39 Uses: Bond Fund $ 209,862.92 Improvement Fund 1,726,480.00 Costs of Issuance Account 223,904.47 Reserve Fund 192,000.00 Total $2,352,247.39 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 ------------------------------------------------- ------------------------------------------------- S O U R C E S A N D U S E S O F F U N D S DELIVERY DATE: 8/ 9/90 SOURCES PAR AMOUNT OF BONDS................... $2,400,000.00 +PREMIUM /-DISCOUNT................... -$9,750.00 BOND PROCEEDS........................................... 2,390,250.00 ACCRUED INTEREST........................................ 3,997.39 S2,394,247.39 USES OF FUNDS IMPROVEMENT FUND........................................ 1,726,480.00 UNDERWRITERS DISCOUNT (% or E)..........( 1.750000%)... 42,000.00 COST OF ISSUANCE........................................ 223,904.47 ACCRUED INTEREST........................................ 3,997.39 CAPITALIZED INTEREST.................................... 205,865.53 DEBT SERVICE RESERVE.................................... 192,000.00 CONTINGENCY............................................. 0.00 ------------------- $2,394,247.39 Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 07-23-1990 2 11:04:22 FILENAME: HB KEY: 90-1 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 --------------------- --------------------- DEBT SERVICE SCHEDULE --------------------- --------------------- DATE PRINCIPAL COUPON INTEREST PERIOD TOTAL FISCAL TOTAL -------- -------------- ---------- -------------- -------------- -------------- 4/ 1/91 119,921.67 119,921.67 10/ 1/91 89,941.25 89,941.25 209,862.92 4/ 1/92 89,941.25 89,941.25 10/ 1/92 25,000.00 6.350000 89,941.25 114,941.25 204,882.50 4/ 1/93 89,147.50 89,147.50 10/ 1/93 25,000.00 6.500000 89,147.50 114,147.50 203,295.00 4/ 1/94 88,335.00 88,335.00 10/ 1/94 30,000.00 6.600000 88,335.00 118,335.00 206,670.00 4/ 1/95 87,345.00 87,345.00 10/ 1/95 30,000.00 6.700000 87,345.00 117,345.00 204,690.00 4/ 1/96 86,340.00 86,340.00 10/ 1/96 30,000.00 6.850000 86,340.00 116,340.00 202,680.00 4/ 1/97 85,312.50 85,312.50 10/ 1/97 35,000.00 6.950000 85,312.50 120,312.50 205,625.00 4/ 1/98 84,096.25 84,096.25 10/ 1/98 40,000.00 7.100000 84,096.25 124,096.25 208,192.50 4/ 1/99 82,676.25 82,676.25 10/ 1/99 40,000.00 7.150000 82,676.25 122,676.25 205,352.50 4/ 1/ 0 81,246.25 81,246.25 10/ 1/ 0 45,000.00 7.250000 81,246.25 126,246.25 207,492.50 4/ 1/ 1 79,615.00 79,615.00 10/ 1/ 1 45,000.00 7.300000 79,615.00 124,615.00 204,230.00 4/ 1/ 2 77,972.50 77,972.50 10/ 1/ 2 50,000.00 7.350000 T7,972.50 127,972.50 205,945.00 4/ 1/ 3 76,135.00 76,135.00 Prepared by Rod Gwm Associates, Inc., Seal Beach, California RUNDATE: 07-23-1990 2 11:03:25 FILENAME: HB KEY: 90-1 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 --------------------- --------------------- DEBT SERVICE SCHEDULE --------------------- --------------------- DATE PRINCIPAL COUPON INTEREST PERIOD TOTAL FISCAL TOTAL -------- -------------- ---------- -------------- -------------- -------------- 10/ 1/ 3 55,000.00 7.400000 76,135.00 131,135.00 207,270.00 4/ 1/ 4 74,100.00 74,100.00 10/ 1/ 4 60,000.00 7.600000 74,100.00 134,100.00 208,200.00 4/ 1/ 5 71,820.00 71,820.00 10/ 1/ 5 65,000.00 7.600000 71,820.00 136,820.00 208,640.00 4/ 1/ 6 69,350.00 69,350.00 10/ 1/ 6 70,000.00 7.600000 69,350.00 139,350.00 208,700.00 4/ 1/ 7 66,690.00 66,690.00 10/ 1/ 7 75,000.00 7.600000 66,690.00 141,690.00 208,380.00 4/ 1/ 8 63,840.00 63,840.00 10/ 1/ 8 80,000.00 7.600000 63,840.00 143,840.00 207,680.00 4/ 1/ 9 60,800.00 60,800.00 10/ 1/ 9 85,000.00 7.600000 60,800.00 145,800.00 206,600.00 4/ 1/10 57,570.00 57,570.00 10/ 1/10 90,000.00 7.600000 57,570.00 147,570.00 205,140.00 4/ 1/11 54,150.00 54,150.00 10/ 1/11 100,000.00 7.600000 54,150.00 154,150.00 208,300.00 4/ 1/12 50,350.00 50,350.00 10/ 1/12 105,000.00 7.600000 50,350.00 155,350.00 205,700.00 4/ 1/13 46,360.00 46,360.00 10/ 1/13 115,000.00 7.600000 46,360.00 161,360.00 207,720.00 4/ 1/14 41,990.00 41,990.00 10/ 1/14 125,000.00 7.600000 41,990.00 166,990.00 208,980.00 4/ 1/15 37,240.00 37,240.00 10/ 1/15 135,000.00 7.600000 37,240.00 172,240.00 209,480.00 Prepared by Rod Gum Associates, Inc., SeaL Beach, California RUNDATE: 07-23-1990 2 11:03:28 FILENAME: HB KEY: 90-1 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 --------------------- --------------------- DEBT SERVICE SCHEDULE --------------------- --------------------- DATE PRINCIPAL COUPON INTEREST PERIOD TOTAL FISCAL TOTAL -------- -------------- ---------- -------------- -------------- -------------- 4/ 1/16 32,110.00 32,110.00 10/ 1/16 145,000.00 7.600000 32,110.00 177,110.00 209,220.00 4/ 1/17 26,600.00 26,600.00 10/ 1/17 155,000.00 7.600000 26,600.00 181,600.00 208,200.00 4/ 1/18 20,710.00 20,710.00 10/ 1/18 170,000.00 7.600000 20,710.00 190,710.00 211,420.00 4/ 1/19 14,250.00 14,250.00 10/ 1/19 180,000.00 7.600000 14,250.00 194,250.00 208,500.00 4/ 1/20 7,410.00 7,410.00 10/ 1/20 195,000.00 7.600000 7,410.00 202,410.00 209,820.00 -------------- -------------- .............. 2,400,000.00 3,816,867.92 6,216,667.92 ACCRUED 3,997.39 3,997.39 2,400,000.00 3,812,870.53 6,212,870.53 Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 07-23-IM 8 11:03:31 FILENAME: HB KEY: 90-1 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 --------------------- --------------------- DEBT SERVICE SCHEDULE --------------------- --------------------- Dated 8/ 1/90 with Delivery of 8/ 9/90 Bond Years 50,440.000 Average Coupon 7.567145 Average Life 21.016667 N I C % 7.586475 % Using 99.5937500 T I C % 7.765684 % From Delivery Date Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 07-23-1990 8 11:03:32 FILENAME: HB KEY: 90-1 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 YIELD CALCULATION DELIVERY DATE: 8/ 9/90 Par 2,400,000.00 Accrued Interest 3,997.39 Original Issue (+Premium/-Discount) -9,750.00 .................. Gross Yield Target Value 2,394,247.39 G R 0 S S Y I E L D 7.58622754 % Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 07-23-1990 al 11:11:09 FILENAME: HB KEY: 90-1 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 YIELD CALCULATION PV DATE: 8/ 9/1990 with 2 Compoundings using 30/360 Year Basis PV RESULTS: PV TOTAL = 2,394,247.39 PV RATE = 7.5862275409 CASH - FLOW SUBTOTAL = 6,216,867.92 DATE AMOUNT RATE PV FACTOR PV AMOUNT ---- --------------- ----------- --------------- 4/ 1/1991 119,921.67 7.5862275 0.95314845 114,303.15 10/ 1/1991 89,941.25 7.5862275 0.91831569 82,594.46 4/ 1/1992 89,941.25 7.5862275 0.88475590 79,576.05 10/ 1/1992 114,941.25 7.5862275 0.85242254 97,978.51 4/ 1/1993 89,147.50 7.5862275 0.82127080 73,214.24 10/ 1/1993 114,147.50 7.5862275 0.79125751 90,320.07 4/ 1/1994 88,335.00 7.5862275 0.76234104 67,341.40 10/ 1/1994 118,335.00 7.5862275 0.73448133 86,914.85 4/ 1/1995 87,345.00 7.5862275 0.70763975 61,808.79 10/ 1/1995 117,345.00 7.5862275 0.68177909 80,003.37 4/ 1/1996 86,340.00 7.5862275 0.65686351 56,713.60 10/ 1/1996 116,340.00 7.5862275 0.63285847 73,626.75 4/ 1/1997 85,312.50 7.5862275 0.60973069 52,017.65 10/ 1/1997 120,312.50 7.5862275 0.58744812 70,677.35 4/ 1/1998 84,096.25 7.5862275 0.56597986 47,596.78 10/ 1/1998 124,096.25 7.5862275 0.54529615 67,669.21 4/ 1/1999 82,676.25 7.5862275 0.52536833 43,435.48 10/ 1/1999 122,676.25 7.5862275 0.50616878 62,094.89 4/ 1/2000 81,246.25 7.5862275 0.48767087 39,621.43 10/ 1/2000 126,246.25 7.5862275 0.46984896 59,316.67 4/ 1/2001 79,615.00 7.5862275 0.45267836 36,039.99 10/ 1/2001 124,615.00 7.5862275 0.43613525 54,348.99 4/ 1/2002 77,972.50 7.5862275 0.42019671 32,763.79 Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 07-23-1990 2 11:11:12 FILENAME: HS KEY: 90-1 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 YIELD CALCULATION DATE AMOUNT RATE PV FACTOR PV AMOUNT ---------- --------------- ----------- ----------- --------------- 10/ 1/2002 127,972.50 7.5862275 0.40484064 51,808.47 4/ 1/2003 76,135.00 7.5862275 0.39004576 29,696.13 10/ 1/2003 131,135.00 7.5862275 0.37579156 49,279.43 4/ 1/2004 74,100.00 7.5862275 0.36205828 26,828.52 10/ 1/2004 134,100.00 7.5862275 0.34862688 46,777.68 4/ 1/2005 71,820.00 7.5862275 0.33607902 24,137.20 10/ 1/2005 136,820.00 7.5862275 0.32379703 44,301.91 4/ 1/2006 69,350.00 7.5862275 0.31196389 21,634.70 10/ 1/2006 139,350.00 7.5862275 0.30056318 41,883.48 4/ 1/2007 66,690.00 7.5862275 0.28957912 19,312.03 10/ 1/2007 141,690.00 7.5862275 0.27899646 39,531.01 4/ 1/2008 63,840.00 7.5862275 0.26880055 17,160.23 10/ 1/2008 143,840.00 7.5862275 0.25897725 37,251.29 4/ 1/2009 60,800.00 7.5862275 0.24951294 15,170.39 10/ 1/2009 145,800.00 7.5862275 0.24039450 35,049.52 4/ 1/2010 57,570.00 7.5862275 0.23160930 13,333.75 10/ 1/2010 147,570.00 7.5862275 0.22314515 32,929.53 4/ 1/2011 54,150.00 7.5862275 0.21499032 11,641.73 10/ 1/2011 154,150.00 7.5862275 0.20713351 31,929.63 4/ 1/2012 50,350.00 7.5862275 0.19956383 10,048.04 10/ 1/2012 155,350.00 7.5862275 0.19227078 29,869.27 4/ 1/2013 46,360.00 7.5862275 0.18524426 8,587.92 10/ 1/2013 161,360.00 7.5862275 0.17847451 28,798.65 4/ 1/2014 41,990.00 7.5862275 0.17195217 7,220.27 10/ 1/2014 166,990.00 7.5862275 0.16566B19 27,664.93 4/ 1/2015 37,240.00 7.5862275 0.15961385 5,944.02 10/ 1/2015 172,240.00 7.5862275 0.15378077 26,487.20 4/ 1/2016 32,110.00 7.5862275 0.14816086 4,757.45 Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 07-23-1990 8 11:11:16 FILENAME: HS KEY: 90-1 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 YIELD CALCULATION DATE AMOUNT RATE PV FACTOR PV AMOUNT ---------- --------------- ----------- ----------- --------------- 10/ 1/2016 177,110.00 7.5862275 0.14274633 25,281.80 4/ 1/2017 26,600.00 7.5862275 0.13752968 3,658.29 10/ 1/2017 181,600.00 7.5862275 0.13250366 24,062.66 4/ 1/2018 20,710.00 7.5862275 0.12766132 2,643.87 10/ 1/2018 190,710.00 7.5862275 0.12299595 23,456.56 4/ 1/2019 14,250.00 7.5862275 0.11850107 1,688.64 10/ 1/2019 194,250.00 7.5862275 0.11417045 22,177.61 4/ 1/2020 7,410.00 7.5862275 0.10999810 815.09 10/ 1/2020 202,410.00 7.5862275 0.10597822 21,451.05 ............ ............ SUBTOTAL 6,216,867.92 2,394,247.39 Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 07-23-1990 2 11:11:18 FILENAME: HB KEY: 90-1 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT 90-1 CAPITALIZED INTEREST FUND ------------------------- ------------------------- DELIVERY DATE: 8/ 9/90 PERIOD BEGINNING ACCRUED CONSTR. FUND DEBT SERVICE CAPITALIZED TOTAL FUNDS BOND INTEREST ENDING ENDING BALANCE INTEREST EARNINGS RESERVE INT. EARNINGS AVAILABLE CAPITALIZED BALANCE ( 7.700000 %) ( 7.580000 %) (100.000000 %) -------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- 4/ 1/91 205,865.53 3,997.39 10,117.96 219,980.88 119,921.67 100,059.21 10/ 1/91 100,059.21 3,346.52 103,405.73 89,941.25 13,464.48 -------------- -------------- -------------- -------------- .............. 3,997.39 13,464.48 209,862.92 Note: Capitalized Interest Earnings Utilized Annual Compoundings Using a 30/360 Year Basis Prepared by Rod Gunn Associates, Inc., Seal Beach, California RUNDATE: 07-23-1990 B 20:44:15 FILENAME: HS KEY: 90-1 JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F.ADAMS FOUR EMBARCADERO CENTER HAROLD W.BANKS SUITE 1960 STEPHEN R,CASALEOOIO BRUCE R.COLEMAN SAN FRANCISCO, CA 94111 THOMAS A.DOWNEY (415) 891-5780 ANDREW C.HALL,JR. August 9, 1990 KENNETH 1.JONES FACSIMILE WILLIAM H.MADISON DAVID J.OSTER (418)391-5784 BRIAN D.QUINT (418)391-8785 PAUL J.THIMMIO (415)956-6308 SHARON STANTON WHITE "ADMITTED TO NEW YORE AND DISTRICT OP COLUMBIA BARS ONLY ROBERT J.HILL(1922-1988) City Council City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 OPINION: $2,400,000 City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Areal 1990 S=ial Tax Bonds Members of the City Council: We have acted as bond counsel in connection with the issuance by the City of Huntington Beach(the "City") of its$2,400,000 Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds (the 'Bonds") pursuant to the Mello-Roos Community Facilities Act of 1982,as amended(Section 53311 et seq., of the California Government Code) (the "Act"), a Fiscal Agent Agreement, dated as of June 1, 1990 (the "Fiscal Agent Agreement"), by and between the City on behalf of City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) and Bank of America National Trust and Savings Association, as fiscal agent, and Resolution No.6174 adopted by the City on July 2, 1990(the "Resolution"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion,we have relied upon representations of the City contained in the Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing,we are of the opinion,under existing law,as follows: 1. The City is duly created and validly existing as a municipal corporation,with the power to adopt the Resolution,enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein and issue the Bonds. 2. The Fiscal Agent Agreement has been duly entered into by the City and constitutes a valid and binding obligation of the City enforceable upon the City. City of Huntington Beach August 9, 1990 Page 2 3. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement for the security of the Bonds. 4. The Bonds have been duly authorized,executed and delivered by the City and are valid and binding-limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement. 5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax .imposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that such interest thereon be, or continue to be,excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and also may be subject to the exercise of judicial discretion in appropriate cases. Respectfully submitted, NI A Professional Law Corporation 19134 r J01VES HALL HILL SAC WRITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F.ADAMS FOUR EMBARCADEBO CENTER HAROLD W.BANK* SUITE 1950 STEPHEN R.CASALEOOIO BRUCE R.COLEMAN SAN FRANCISCO, CA 94111 THOMAS A.DOWNEY ,(415) 091-5780 ANDREW C.HALL,JR. KENNETH I.JONES WILLIAM H.MADISON FACSIMILE DAVID J.OSTER - (415)391-6784 BRIAN D.QUINT (418)391-8785 PAUL J.THIMMIO 14161 966-8308 SHARON STANTON WHITE August 9 1990 ADMITTED TO NEW YORE AND DISTRICT OF COLUMBIA BARS ONLY ROBERT J.HILL(1922-1988) Chilton & O'Connor, Inc. 1901 Avenue of the Stars, Suite 1400 Los Angeles, California 90067 Rod Gunn Associates, Inc. 3010 Old Ranch Parkway, Suite 330 Seal Beach, California 90740 SUPPLEMENTAL OPINION: $2,400,000 City of Huntington Beach Community Facilities District.No 1990-1 (Goldenwest/Ellis Area)_ 1990 Special Tax Bonds Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the City of Huntington Beach (the "City") of its $2,400,000 Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds (the "Bonds") pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq., of the California Government Code) (the "Act"), a Fiscal Agent Agreement, dated as of June 1, 1990 (the"Fiscal Agent Agreement"), by and between the City on behalf of City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) and Bank of America National Trust and Savings Association, as fiscal agent, and Resolution No. 6174 adopted by the City on July 2, 1990 (the "Resolution"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: (i) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. Chilton & O'Connor, Inc. Rod Gunn Associates, Inc. August 9, 1990 Page 2 (ii) The statements contained in the Official Statement, dated July 24, 1990 (the "Official Statement") for the Bonds under the captions "THE BONDS" (other than the subheading "Scheduled Debt Service"thereunder), "THE FISCAL AGENT AGREEMENT", and "CONCLUDING INFORMATION - Tax Matters", insofar as such statements purport to summarize certain provisions of the Fiscal Agent Agreement and the Bonds and the status of interest on the Bonds for purposes of California and federal income taxes, present a fair and accurate summary of such provisions. Respectfully submitted, A Professional Law Corporation I I I i GLENDA F. BELL I PROJECT COORDINATOR i FOUR EMPAROADPHO CENTER i SUITE 1980 SAN MANCISCO,GA 84111 JONES HALL HILL&WHITE, (4151 091-5780 A PROFESSIONAL LAW CORPORATION FACSIMILE 1416)091-8784 i I � PAUL J.THIM1 nG ATT4RNIBY AT LAW I DOUR E1IRARCADERO CENT$R I JONE9HALL$ILLI�WHIT ®UICIRM �'. BAN>a'RANCIRGb 941i1 A PROFESSIONAL LAW CORPORATION (415)891-8799 3 Sid (10 mQj--o-is o os , $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. . 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS August 9, 1990 CITY OF HUNTINGTON BEACH-• (CITY CLERK) eJONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F.ADAMS FOUR EMBARCADERO CENTER. HAROLD W.BANK' SUITE 1950 STEPHEN R.CASALEGGIO - - BRUCE R.COLEMAv SAN FRANCISCO, CA 94111 THOMAS A.DOWNEY (415) 391-5780 - ANDREW-C.HALL,JR. j KENNETH I.JONES - WILLIAM H.MADISON FACSIMILE DAVID J.OSTER - 1418)391-5784 - BRIAN D.QUINT (418)391-8786 PAUL J.THIMMIG - _ - (415)966-6308 SHARON STANTON WHITE (][� ADMITTED TO NEW YORE AND August 9 1990 . DISTRICT OF COLUMBIA BARS ONLY ROBERT J.HILL(1922-1988) . Chilton & O'Connor, Inc. 1901 Avenue of the Stars, Suite 1400 Los Angeles, California 90067 RELIANCE LETTER Regarding Final Approving Legal Opinion: $2,400,000 City of Huntington Beach Community Facilities District No. 1990-1 ((Goldenwest/Ellis Area), 1990 Social Tax Bonds Ladies and Gentlemen:. We have this day released to the City of Huntington Beach our final approving legal opinion with respect to the captioned financing. The foregoing opinion may be relied upon by Chilton & O'Connor, Inc., as underwriter, to the same extent as if such opinion were addressed to.it. Respectfully submitted, A Professional Law Corporation PRELIMINARY.OFFICIAL STATEMENT DATED JULY 19, 1990 Z o o : NEW ISSUE NOT RATED E o a In the opinion of Jones Hall Hill& White,A Professional Law Corporation,San Francisco,California,Bond Counsel, cc subject,however to certain qualifications described herein,under existing law,the interest on the Bonds is excluded from gross .g d income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal individual and '$o corporate alternative minimum taxes, although it is included in certain income and earnings in computing the alternative =-.., . a o minimum tax imposed on corporations. In the.further,opinion of Bond Counsel,such interest is exempt from California personal y AL �., :` �ineome taxes. See TAX EXEMPTION"herein. ORANGE COUNTY ;STATE OF CALIFORNIA € $2,400A.00 d d CITY OF-HUNTINGTON BEACH d COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDE"NWEST/ELLIS AREA),- 3 z 1990 SPECIAL.TAX BONDS . 1. A Ji :. o E = Date:" August-1;1990 Due:October 1,as shown below d_ w o The.1990 Special-Tax Bonds (the "Bonds") are being issued as fully registered Bonds and'when delivered will be w= o -registered in the naine'of The Depository Trust Company,New'York,New York("DTC").-DTC will act as securities depository a� for the Bonds. Individual purchasers of Bonds will not receive certificates representing'theii,Bonds purchased. Individual d `yc purchase of Bonds will be made in book entry form only in the principal amount of$5,000 each or any integral multiple thereof. $ `o -,.Interest is payable Octoberl_and A-pri11•of each year commencing April 1,1991 interest on and principal and premium,•if any,of the Bonds.will•be:payable when—due.—by wire of Bank of America National Trust and Savings Association, San Francisco, E o California,as Fiscal,Agent(the"Fiscal Agent"),to DTC,•which will in turn remit such interest,principal and premium,if any,to A DTC'participants_(as defined herein).which will in:turn remit such-interest,principal and premium,if any,to the Beneficial .o Owners(as defined herein)of the Bonds as described herein::See"THE BONDS-Book-Entry-Only System"herein. T6e'Bonds maturing October 1,2020 are subject to mandatory sinking payment redemption,in part by lot,commencing "on,October 1,2004�and on'each'October 1 thereafter at a redemption price equafto the principal amount thereof;plus accrued. d r o interest to the-date of redemption;without premium. d :'The Bbrids maturing on br after`October 1,1998-are subject to optional redemption`prior to maturity,in whole or in part, wo - in inverse order-of maturity and by lot within a maturity on October 1,1997 and on any interest payment date.thereafter at a c . redemption price equal to'.the principal amount thereof,plus accrued interest to the date of redemption,plus a premium,as described herein.- 0;: The Bonds are being issued to finance the,acquisition of certain public improvements with appurtenant work and incidental' expenses' ( 'the "Facilities") within City of Huntington. Beach Community Facilities District No: 1990-1 tit (Goidenwest/Ellis Area)(the"District"). ., ' - 'The•136nds are to be issued pursuant to the Mello-Roos Community Facilities Act of1982,as amended(Sections 5331:1 et seq.of the Government Code of the State of California)(the"Act"),and.-Resolution No.6174 of the City.of Huntington Beach, .�5 California(the."City"),adopted on June 25, 1990(the`.Resolution of Issuance").-The Bonds are secured under a Fiscal Agent 'K 3 Agreementauthorized.by the Resolution of Issuance(the"Fiscal Agent Agreement")dated as of June 1,1990,between the City oand the Fiscal Agent and are payable from the proceeds of a Special Tax(as defined herein)to be levied on property within the c District and certain funds held pursuant to the Fiscal Agent'Agreement.' - d NEITHER THE FAITH AND CREDIT NOR THE TAXING-POWER(EXCEPT TO THE LIMITED EXTENT E C S SET FORTH HEREIN) OF THE CITY, THE STATE OF:CALIFORNIA, OR:ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY,BUT ARE SPECIAL OBLIGATIONS PAYABLE SOLELY FROM THE SPECIAL TAX AND FUNDS c HELD PURSUANT TO THE.FISCAL AGENT AGREEMENT AUTHORIZED BY THE RESOLUTION OF ISSUANCE. SEE "BONDOWNERS'RISKS" HEREIN FOR DISCUSSION OF SPECIAL RISK FACTORS THAT SHOULD BE L. T CONSIDERED IN EVALUATING THE INVESTMENT QUALITY OF THE BONDS. - o MATURITY SCHEDULE $450,000 Serial Bonds o T. Maturity Date Principal Interest Reoffering Maturity Date Principal Interest 'Reoffering E (October 1) Amount Rate Yield (October 1) Amount Rate Yield € 19.92 $25,000 1998 $40,000 1993 25,000 1999 40,000 ';,S 1994 30,000 2000 45,000 1995 30,000 2001 . 45,000 1996 30,000 2002 50,000 E a. o` g 3 1997 35,000 2003 55,000 0 .o $1,950,000 % Term Bonds due October 1,2020 (Price =%) o Plus Accrued Interest The Bonds are offered when,as and if issued and delivered to the Underwriter,subject to the approval as to their legality e v�w- .9— of Jones Hall Hill & White, A Professional Law'Corporation, San Francisco, California, Bond Counsel, and certain other a' conditions. It is anticipated that the Bonds in definitive form will be available for delivery in San Francisco,California on or a d . about August 9,1990. The date oft his Official Statement is 1990. CHILTON & OTONNOR, INC. NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY, THE UNDERWRITER OR THE FINANCING CONSULTANT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OR SALE OF THE BONDS DESCRIBED HEREIN, OTHER THAN AS CONTAINED IN THIS OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CITY,THE UNDERWRITER OR THE FINANCING CONSULTANT THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,NOR SHALL THERE BE ANY SALE OF THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH H PERSON TO MAKE SUCH OFFER,SOLICITATION OR SALE. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM SOURCES WHICH ARE BELIEVED TO BE RELIABLE AND IS IN A FORM DEEMED FINAL AS OF ITS DATE, BY THE CITY FOR THE PURPOSE OF RULE 15c2-12 UNDER THE SECURITIES ACT OF 1934, AS . AMENDED. THE INFORMATION HEREIN HAS NOT BEEN INDEPENDENTLY VERIFIED AND IS NOT GUARANTEED AS TO ACCURACY. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION OR OPINIONS SET FORTH HEREIN AFTER THE DATE OF THIS OFFICIAL STATEMENT. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATE ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. i ii I CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS CITY COUNCIL Tom Mays,Mayor Peter Green,Mayor Pro Tem Jim Silva,Councilmember Wes Bannister, Councilmember Grace Winchill,Councilmember Don MacAllister,Councilmember CITY STAFF Michael T. Uberuaga,City Administrator . Gail Hutton,City Attorney Don Watson,City Treasurer Robert J. Franz,Deputy City Administrator Louis F. Sandoval,Director of Public Works Dan T. Villella,Director of Finance Connie Brockway,City Clerk PROFESSIONAL SERVICES Bond Counsel Jones Hall Hill&White A Professional Law Corporation San Francisco,California Financing Consultant Rod Gunn Associates,Inc. Seal Beach,California Fiscal Agent Bank of America National Trust and Savings Association San Francisco,California Underwriter Chilton&O'Connor,Inc. Los Angeles,California 121 TABLE OF CONTENTS INTRODUCTORY STATEMENT . ... . . . . . . . . . . . . . . . ... . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DISPOSITION OF BOND PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 THEBONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . 4 Authority For Issuance . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Description of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . 5 Book-Entry-Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Mandatory Redemption . . . . . ... . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . 7 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Transfer and Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Mutilated,Lost,Destroyed or Stolen Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . 8 Additional Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Scheduled Debt Service . . . . . . . . . . . . . . 9 SOURCES OF PAYMENT FOR THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SpecialTaxes . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Covenant for Superior Court Foreclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 11 ReserveFund . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . 11 Capitalized Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 BON DOWNERS' RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Concentration of Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Land Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..... . . . . . . . . . . . 12 LandValues . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Collection of the Special Taxes .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . 14 Additional Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Parity Taxes and Special Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Future Indebtedness . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 No Acceleration Provision . . . . . . . 7 . . . ... . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 THE FISCAL AGENT AGREEMENT . . . . . . . ... . . . I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Creation of Funds and Accounts . . . . ... . . . . . ... . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . ... . 15 Application of Special Tax Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Description of Other Funds and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Investment of Funds and Accounts;Disposition of Investment Proceeds . . . . . . . . . . . . . . . . . 19 Covenants of the City . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Amendments . . . . . . . . . . . . . . . . . ; . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . 23 Remedies of Bondowners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Liability of the City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . 24 TheFiscal Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 iv THE DISTRICT . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Facilities Description ..... . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . 25 Proposed Services to be Financed by the District Incidential Expenses to be Financed by the District . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 BoundaryMap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Facilities Cost Estimate . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Rate and Method of Apportionment of the Special Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 THE DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Property Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 The Developers and the Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 The Appraised Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 CONCLUDING INFORMATION . . . . . . . . . . . . . . . Underwriting . . . . . . . ... . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 LegalOpinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 TaxMatters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 NoLitigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . W The Financing Consultant . . . . . :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 NoRating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 No General Obligation of the City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 References . . . . . : :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Execution ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 DEFINITIONS OF CERTAIN TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appendix A SUPPLEMENTAL INFORMATION ON THE CITY OF HUNTINGTON BEACH .. Appendix B v 1 ORANGE COUNTY I Los Angeles County � Orange County 5 i Anaheim 57 i ;� Orange Westminster Garden 22 Grove Tustin Santa Ana A Od - s�y Fountain Valley 405 HUNTINGTON BEACH � COSTA MESA Newport Beach Laguna Pacific Ocean Beach vi OFFICIAL STATEMENT $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BONDS INTRODUCTORY STATEMENT This Official Statement is provided to furnish information in connection with the issuance by the City of Huntington Beach(the "City") for and on behalf of the City of Huntington Beach�Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District") of $2,400,000 aggregate principal amount of the District's 1990 Special Tax Bonds(the"Bonds"). The Mello-Roos Community Facilities Act of 1982, as amended, constituting Sections 53311, et seq. of the California Government Code (the "Act"), was enacted by the California Legislature to provide an alternative method of financing certain public facilities, improvements and services. The Act authorizes local governmental entities to establish community facilities districts as legally constituted governmental entities within defined boundaries, with the legislative body of the local applicable governmental entity acting on behalf of the District. Subject to approval by a two-thirds vote of the votes cast by qualified electors within the district and compliance with the provisions of the Act, the legislative body may issue bonds for the community facilities district established by it and may levy and collect a special tax within such district to repay such bonds. Pursuant to the Act, the City Council (the "City Council") of the City, acting in its capacity as the governing body of the District, adopted Resolution No. 6142 (the "Resolution of Intention") on May 7, 1990 stating its intention to establish the District and to levy special taxes (the "Special Taxes") within the District. On June 25, 1990, after holding a noticed public hearing, the'City Council formed the District and authorized the holding.`of a special election pursuant to the Act requesting authorization for the District to incur bonded indebtedness and approval of the levy of Special Taxes to pay the principal of and interest on the bonds issued and the costs of certain services'to be provided in the District. On June 25, 1990,at an election held pursuant to the Act,the electors at that time within the boundaries of the District voted in favor of the ballot proposition. The Bonds are being issued pursuant to Resolution No. 6174 of the City adopted on June 25, 1990 (the"Resolution of Issuance"). The Bonds are secured under a fiscal agent agreement dated as of June 1, 1990 (the "Fiscal Agent Agreement"), between the City and Bank of/America National Trust and Savings Association, San Francisco, California,-as fiscal agent (the "Fiscal Agent"), and are payable solely from the proceeds of-the Special Taxes and certain funds and amounts held under the Fiscal Agent Agreement. The City has covenanted in the Fiscal Agent Agreement to levy in each fiscal year the Special Taxes (see "THE DISTRICT - Rate and Method of Apportionment of the Special Tax", herein) in an amount sufficient to pay annual debt service on the Bonds and administrative expenses of the City including Fiscal Agent fees, plus the amount, if any, necessary to replenish the Reserve Fund to an.amount equal to the Reserve Requirement and to pay certain expenses'for city services (see Appendix A - "DEFINITIONS OF CERTAIN TERMS"), subject to the limitation on the maximum amount of the Special Taxes that may be levied within the District(see "THE DISTRICT-Rate and Method of Apportionment of the Special Tax" herein for a description of the Special Tax). The Special Taxes will be collected by the 1 County of Orange (the "County") in the same manner and at the same time as ad valorem property taxes are collected by the Treasurer-Tax Collector of the County. The District has established a maximum amount of Special Taxes which may be levied each fiscal year. The maximum amount of Special Taxes.authorized to be levied within the District is expected by the City to be a minimum of 124%of the annual debt service on the Bonds. Although the Special Taxes will constitute a lien on real property within the District, it does not constitute a personal indebtedness of the owners of that-real property. As of the date hereof there are seven (7) owners of property within the District: 1. ` Central Park #8, A California Limited Partnership, David D. Dahl,General Partner, 505 Park Avenue, Balboa Island,CA 92662; 2. Central Park #12, A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue, Balboa Island, CA 92662; 3. Central Park #15, A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue, Balboa Island,CA 92662; 4. Southwest Diversified,A California General Partnership,William D. Foote,Managing Partner, 19200 Von Karman,Suite 400, Irvine,CA 92715; 5. Emil Walter Plegel and Ruby Lucille Plegel, Trustees, 7071 Thomas Street, Buena Park, CA 90621; 6. Audrey DeNubila Panabaker, Virginia May Denubila, 11728 Chaparal Street, Los Angeles, CA 90049; and 7. William Landis, 1901 Avenue of the Stars, Suite 1060, Los Angeles, CA 90067, et at(collectively referred to herein as the "Property Owners"), of the land within the District. The property in the District is anticipated to be subdivided and developed for single family homes by two developers, The Dahl Company and Southwest Diversified. Upon sale of the single.family homes, the homeowners will become responsible for paying the Special Taxes on, their homes. .There is no assurance that the owners of property within the District will be financially able to pay the Special Taxes or will. pay such tax even if financially able to do so.._ (See "BONDO,WNERS' RISKS", "THE DEVELOPMENT-Property Ownership"and"THE DEVELOPMENT-The Developer"herein). The City has covenanted in the Fiscal Agent Agreement for the benefit of the owners of the Bonds that the City will cause foreclosure proceedings to be commenced within 150 days of receipt of notification from the County Treasurer-Tax Collector of a delinquency in the payment of any Special Taxes and will cause such foreclosure action to be diligently prosecuted to judgment and sale. (see "SOURCES OF PAYMENT FOR THE BONDS-Covenant for Superior Court Foreclosure"herein). . The Bonds are being sold to provide the District with funds to acquire certain public facilities,.to establish a Reserve Fund, to provide for capitalized interest until October 1, 1991, and to pay the expenses of the District,in connection with the issuance of the Bonds. The amount of Bond proceeds deposited into the Reserve Fund will equal 8% of the initial aggregate principal amount of the Bonds (the"Reserve Requirement"). The District consists of three noncontiguous areas all within the same general area of the City. The three areas consist of seven separately owned parcels that are in the process of being subdivided and developed by two developers(see"DISTRICT BOUNDARY MAP"herein). The total land area within the District consists of approximately 36 acres. The City has approved tentative tract maps for the entire area within the District. The". tentative tract maps provide for the development of 113 residential lots with single family detached homes. It is'anticipated by the Developer that the sales price of homes constructed within the District will range from approximately $680,000 to $825,000 (see"THE DEVELOPMENTS"herein). Property within the District has not been independently appraised in connection with'the issuance of the Bonds. The 1989/90 Orange County_Assessment Rolls lists the "full cash value".of the land in the District at$25,206,947(see"BONDOWNERS'RISKS-Land Values"herein). This represents a ratio of fair market value as determined by the Orange County Assessor to initial aggregate principal amount of Bonds of 10.50 to 1. 2 Proceeds from the Bonds will be used to acquire certain public facilities (the "Facilities"). The Facilities proposed to be acquired with the Bonds generally include construction of street improvements including the acquisition of certain right-of-way, certain storm drain, water and sewer improvements, fire station improvements and emergency vehicle traffic interruption devices (see "THE DISTRICT-Facilities Description")herein. The brief descriptions and references contained herein to the City, the District, the Bonds, the Resolution of Issuance, the Fiscal Agent Agreement, the Acquisition Agreement, the Act, and the property owners within the District do not purport to be comprehensive or definitive and are qualified in their entirety by reference to such documents, and references herein to the Bonds are qualified in their entirety by reference to the form thereof included in the Fiscal Agent Agreement. Copies of the Fiscal Agent Agreement are available for inspection during the initial offering of the Bonds at the offices of the Underwriter, Chilton& O'Connor, Inc., 1901 Avenue of the Stars, Suite 1400,Los Angeles, CA 90067, (213) 203-0966 and the Financing Consultant, Rod Gunn Associates, Inc., 3010 Old Ranch Parkway, Suite 330, Seal Beach, California 90740,(213)598-7677. Copies of the Fiscal Agent Agreement may be obtained after delivery of the Bonds at the corporate trust office of the Fiscal Agent. 3 DISPOSITION OF BOND PROCEEDS Proceeds from the sale of the Bonds are expected to be used to acquire the Facilities,to establish a Reserve Fund,to provide for approximately one years'capitalized interest on the Bonds and to pay the expenses of the District in connection with the issuance of the Bonds. Under the provisions of the Fiscal Agent Agreement, the Fiscal Agent will receive the proceeds from the sale of the Bonds and will apply them as follows (other than accrued interest which will be deposited in the Bond Fund): Source of Funds Principal Amount of Bonds $2,400,000 Application of Funds Improvement Fund $1,726,480* Bond Fund(1) 214,240* Costs of Issuance Fund(2) 225,280* Reserve Fund(3) 192,000 Initial Purchaser's Discount 42,000 Total $2,400,000* (1) This amount, together with accrued interest received on the date of delivery of the Bonds are calculated to be sufficient to pay the interest due on the Bonds to and including October 1, 1991. (2) Includes fees of Bond Counsel and the Financing Consultant, initial fees of the Fiscal Agent, costs of printing the Official Statement, administrative fees of the City reimbursement of certain costs of the property owners and other costs of issuance. (3) An amount equal to 8%of the initial aggregate principal amount of the Bonds. THE BONDS Authority For Issuance The District was established and bonded indebtedness was authorized pursuant to provisions of the Act. In accordance with such provisions,qualified electors within the District were entitled to cast one vote for each acre, or portion of an acre, of land they owned within the District. The property owners within the District at the time of the election cast 36 votes at the election held on June 25, 1990 in favor of the levy of the Special Taxes and the issuance of the Bonds. The Bonds will be issued pursuant to the Act and Resolution No. 6174, adopted on June 25, 1990 (the "Resolution of Issuance"). The Bonds are secured under an fiscal agent agreement dated as of June 1, 1990 (the "Fiscal Agent Agreement"), between the City and Bank of America National Trust and Savings Association,San Francisco,California,as the Fiscal Agent. * Preliminary,subject to change. 4 Description of the Bonds The Bonds will be issued only as fully registered Bonds without coupons, in the denomination of $5,000 each or any integral multiple thereof, will be dated,and will mature in the years,and will bear interest at the rates shown on the cover page hereof. Interest with respect to the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal of and premium, if any, on the Bonds will be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in San, Francisco, California, upon presentation and surrender of the Bonds. Payment of interest on the Bonds will be made to the owner thereof by check or draft of the Fiscal Agent, mailed on the Interest Payment Date to the owner at his address as it appears on the bond register to be kept by the Fiscal Agent at its principal corporate trust office in San Francisco, California,as of the'close of business on the fifteenth day of the month preceding any Interest Payment Date(the"Record Date");or at such other address as is furnished to the Fiscal Agent in writing by such owner at least fifteen(15) Business Days prior to such Interest Payment Date, or by wire transfer made on such Interest Payment Date upon instructions of any owner of$1,000,000 or more in aggregate principal amount of Bonds (see "Book- Entry-Only System"below). - Book-Entry-Only System DTC will act as securities depository for the Bonds. The ownership of one fully registered Bond for each maturity in the amounts shown on the cover page hereof will be registered in the name of Cede& Co., as nominee for DTC. DTC is a limited purpose trust company organized under the laws of the State of New York,-a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a"clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934,as amended. DTC was created to hold securities of its participants (the "DTC Participants") and to' facilitate the clearance and settlement of securities transactions among DTC Participants in such securities through electronic book entry charges in the accounts of the DTC Participants, thereby eliminating the need of physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies; clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such-as banks, brokers,dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant,either directly or indirectly(thee"Indirect Participants"). The DTC Participants shall receive a credit balance in the records of DTC. The ownership interest of each actual purchaser of each Bond(the"Beneficial Owner") will be recorded through the records of the DTC`Participant. Beneficial-Owners are'expected to receive a written confirmation of their purchase providing"details of the Bond acquired. Transfers of ownership interests in the Bond will be accomplished by book entries made by DTC and, in turn,by the DTC Participants who act on behalf of the Beneficial Owners. The Beneficial Owners will not receive certificates representing their ownership interest in the Bonds,except as specifically provided in the Fiscal Agent Agreement. So long as Cede&Co. is the registered owner of the Bonds,as nominee of DTC,'references herein to the Owners or registered owners of the Bonds shall mean Cede&Co. and shall not mean the Beneficial Owners of the Bonds. DTC may determine to discontinue providing its'service with respect to the Bonds'at any time by giving notice to the City and the Fiscal Agent and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, Bond certificates are required to be delivered as described in the Agreement. The Beneficial Owners, upon registration of certificates held in the Beneficial Owner's name,will become the registered owner of the Bonds. 5' The Agency may determine that continuation of the system of book-entry transfers.through DTC (or a successor securities depository) is not in the best interests of the Beneficial Owners. In such event,Bond certificates will be delivered as described.in the Fiscal Agent Agreement. . The City and the Fiscal Agent will recognize DTC or its nominee as the sole owner for all purposes, including notices and voting. Conveyance of notices and other communications by. DTC. to DTC Participants, by DTC Participants to Indirect Participants and by DTC Participants and Indirect Participants.to Beneficial Owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. Principal,sinking fund, interest payments and premium, if any, with respect to the Bonds will be made to DTC or its nominee, Cede &.Co., as registered owner of the Bonds. Upon receipt of moneys, DTC's current practice is to.immediately credit the accounts of the DTC Participants in accordance with their respective holdings shown.on the records of DTC. Payments.by DTC Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions.and customary practices, as is now the case.with municipal securities held for the accounts of customers in bearer form or registered in"street name",and will be the responsibility of such DTC Participant or Indirect Participant and not of DTC, the Fiscal Agent, the District or the City, subject to any statutory and regulatory requirements as may be in effect from time to time. The City and the Fiscal Agent cannot and do not give any assurance that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners(i) payments of interest, principal or premium, with respect to the Bonds, GO certificates representing an ownership interest in or other confirmation of ownership interests in the Bonds, or (iii) redemption or other notices sent.to DTC or Cede& Co., its nominee,as.the registered owner of the Bonds, or that they will do so on a timely basis or that.DTC, DTC Participants or Indirect.Participants will service or act in the manner described in this Official Statement. .The current "Rules".applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with-DTC. Neither the City nor the Fiscal Agent will have any responsibility or obligations to the DTC Participants, the Indirect Participants or the Beneficial Owners with respect to(i) the accuracy of any ' records maintained by DTC or any DTC Participants or any Indirect Participants; (ii) the payment by DTC or any DTC Participants or any Indirect Participants of any amount due to any Beneficial Owner in respect of the principal amount, redemption price or interest with respect to the Bonds; (iii) the delivery by DTC or any DTC Participants or any Indirect Participants of any notice to any Beneficial Owner which is.required or permitted under the terms of the.Fiscal Agent Agreement to be given to . Bondowners(as defined in.the Fiscal Agent Agreement); (iv).the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds;or.(v)-any consent given or other action taken by DTC as the Bondowner. Optional Redemption The Bonds maturing on or before October 1, 1997, are not subject to call and redemption prior to maturity.- The ,Bonds maturing on or after October 1, 1998, may be called before.maturity and. redeemed at the option of the City, from any source of funds, on October 1, 1997, or on any interest payment date thereafter as a whole or in part, in inverse order of maturity and by lot within any one maturity, at the following redemption prices,expressed as a percentage of the principal amount to be redeemed,together with accrued interest to the date of redemption: 6 Redemption Dates Redemption Price October 1, 1997 or April 1,1998 102.5% October 1, 1998 or April 1,1999 102.0% October 1, 1999 or April 1,2000 101.5% October 1, 2000 or April 1,2001 101.0% October 1,2001 or April 1,2002 100.5% October 1, 2002 and thereafter 100.0% The City is required to give the Fiscal Agent written notice of its intention to optionally redeem Bonds not less than sixty(60)days prior to the applicable redemption date... Mandatory Redemption The Bonds maturing on October 1, 2020, are subject to sinking payment redemption in part on October 1, 2004, and on each October 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption without premium as follows: Redemption Date Sinking (October 1) Payment 2004 $, 60,000 . 2005 65,000 2006 70,600, 2007 75,000 2008 80,000 2009 85,000 2010 90,000 2011 100,000 2012 105,000 2013 115,000 2014 125,000 2015 135,000 2016 145,000 2017 155,000 2018 170,000 2019 180,000 2020 . 195,000 (Maturity) The amounts in the foregoing table will be reduced pro rata as a result of any prior partial redemption of the Bonds as described under"Optional Redemption"above. All moneys deposited in the Bond Fund from sinking payments will be used and withdrawn by the Fiscal.Agent upon receipt of a written request from the City for the purchase of Bonds at public or private sale, as and when.and at such prices (including brokerage and other charges) as the City may in its discretion determine,but not to exceed the principal amount of such Bonds, and accrued interest thereon. Notice of Redemption Notice of redemption will be mailed by first class mail by the Fiscal Agent to (i) the registered owners of the Bonds at their addresses appearing on the books kept for registration and transfer of the 7 Bonds, (ii)the Securities Depositories,and(iii)one or more Information Services, in each case not less than thirty(30)nor more than sixty(60)days prior to the redemption date. Each notice of redemption shall state the date of such notice,the Bonds to be redeemed,the date of issue of such Bonds, the redemption date, the redemption price, the place or places of redemption (including the name and appropriate address or addresses of the Fiscal Agent), the Cti SIP number (if any) of the maturity or maturities, and, if less than all of any such maturity,the distinctive numbers of the Bonds of such maturity to be redeemed and,in the case of Bonds to be redeemed in part only,the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said redemption date there will become due and payable on each of said Bonds the redemption price thereof or of said specified portion of the principal amount thereof, in the case of a Bond to be redeemed in part only, and that interest thereon shall cease to accrue, and each such notice shall require that such Bonds be then surrendered at the address or addresses of the Fiscal Agent specified in the redemption notice. Failure by the Fiscal Agent to mail notice of redemption to any one or more of the respective owners of any Bonds designated for redemption or to any one or more of the Information Services or Securities Depositories shall not affect the sufficiency of the proceedings for redemption. Failure to receive any notice mailed or any defect in any notice shall not affect the sufficiency of the proceedings for redemption of the Bonds. Transfer and Registration Registration of the Bonds may be transferred only upon the books kept for registration and transfer of the Bonds and may be exchanged upon surrender thereof to the Fiscal Agent together with an assignment duly executed by the registered owner or his other duly authorized attorney or legal representative in such form as set forth in the Bond and otherwise as is satisfactory to the Fiscal Agent. The Fiscal Agent may require payment from the owner of a sum sufficient to cover any tax, or other governmental fee or charge imposed with respect to such transfer or exchange. Neither the City nor the Fiscal Agent will be required to issue or register the transfer of any Bonds during a period beginning on the fifteenth day before any selection of Bonds for redemption and ending on the day Bonds are so selected or to register the transfer of any Bonds selected, called or being called for redemption in whole or in part. The City and the Fiscal Agent will treat the owner of a Bond, as shown on the registration books kept by the Fiscal Agent, as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner, except that all interest payments will be made to the owner of record as of the fifteenth day of the month preceding any Interest Payment Date. Mutilated, Lost, Destroyed or Stolen Bonds If any Bond is mutilated, lost, stolen or destroyed, the City will execute and the Fiscal Agent will , authenticate a new Bond or Bonds in replacement thereof in the same aggregate principal amount and of the same maturity, as the case may be. In the case of a lost, stolen, or destroyed Bond, the Fiscal Agent may require satisfactory indemnity prior to authenticating a new Bond. The City and the Fiscal Agent may charge the owners of the Bonds for their reasonable fees and expenses in connection with replacing mutilated, lost,stolen or destroyed Bonds. Additional Bonds The Fiscal Agent Agreement does not authorize the issuance of any Additional Bonds. 8 Scheduled Debt Service Debt Service Principal/ Interest Total Annual Date Redemptions Payments Debt Service ApriTT,-1 990 October 1, 1990 April 1, 1991 October 1, 1991 April 1 1992 October 1, 1992 $25,000 April 1, 1993 October 1, 1993 25,000 April 1, 1994 October 1, 1994 30,000 April 1, 1995 October 1, 1995 30,000 April 1, 1996 October 1, 1996 30,000 April 1, 1997 October 1, 1997 35,000 April 1, 1998 October 1, 1998 40,000 April 1, 1999 October 1 1999 40,000 April 1, M00 October 1 2000 45,000 April 1,M01 October 1 2001 45,000 April 1,NO2 October 1 2002 50,000 April 1,NO3 October 1 2003 55,000 April 1,H04 October 1 2004 60,000 April 1,H05 October 1 2005 65,000 April 1,M06 October 1 2006 70,000 April 1,M07 October 1 2007 75,000 April 1,M08 October 1 2008 80,000 April 1, N09 October 1 2009 85 000 April 1,H10 October 1 2010 90,000 April 1, H11 October 1 2011 100,000 April 1,�012 October 1 2012 105,000 April 1,H13 October 1 2013 115,000 April 1,�014' October 1 2014 125,000 April 1,H15 October 1 2015 135,000 April 1,H16 October 1 2016 145,000 April 1,�017 October 1 2017 155,000 April 1,�018 October 1 2018 170,000 April 1,�L019 October 1,2019 180,000 April 1,2020 October 1,2020 195,000 9 I SOURCES OF PAYMENT FOR THE BONDS Special Taxes The principal of, premium, if any, and the interest on the Bonds, the administrative expenses of the City, any amounts required to replace moneys withdrawn from the Reserve Fund in order to maintain the Reserve Fund at the Reserve Requirement and certain expenses for City services are payable from the Special Taxes collected on property within the District and interest earned on funds held and available for that purpose pursuant to the Fiscal Agent Agreement. The Special Taxes are excepted from the tax rate limitation of California Constitution Article XIIIA pursuant to Section 4 thereof as a"special taxes"authorized by a two-thirds vote of the qualified electors as set forth in the Act. Consequently, the City Council of the City as the governing board of the District has the power and is obligated by the Fiscal Agent Agreement to cause the levy and collection of the Special Taxes. The City has covenanted in the Fiscal Agent Agreement to levy (subject to the limitation on the maximum amount of the Special Taxes)in each fiscal year the.Special Taxes in an amount sufficient to pay the debt service on the Bonds, if any, for the next Bond Year, and administrative expenses of the City including Fiscal Agent fees, plus the amount, if any, necessary to replenish the Reserve Fund to an amount equal to the Reserve Requirement and to pay certain expenses for City services. The Special Taxes collected are anticipated to be in the full amount of such Annual Debt Service plus administrative expenses of the City, and the amount, if any, necessary to replenish the Reserve Fund i to an amount equal to the Reserve Requirement. i Subject to the limitation on the maximum amount of the Special Taxes that may be levied.on any parcel in the District,the annual levy of the Special Taxes may be increased to the extent necessary to replenish the Reserve Fund if amounts have been withdrawn from such fund to pay debt service on the Bonds due to delinquencies in payment of the Special Taxes. However, as of the date of delivery of the Bonds, there are only two property owners within the District. It is unlikely that if one of the initial property owners is delinquent in the payment of any installment of the Special Tax, the Property Owners would pay such additional Special Tax(see"BONDOWNERS'RISKS"herein). The Special Taxes are to be levied and collected according to the Rate and Method of l Apportionment described in the section entitled"THE DISTRICT-Rate and Method of Apportionment of the Special Tax" herein. Revenues that may be raised from the levy of the maximum Special Taxes are expected to be a minimum of 124%of the revenues actually needed for debt service on-the Bonds. The Special Taxes with respect to any parcel within the District will not be affected by any changes in the zoning of such parcel or the failure to develop the parcel as contemplated by the Property Owners. Subject to the limitation on the maximum amount of the Special*Taxes that may be levied on any parcel in the District, the annual levy of the Special Taxes may be increased to the extent necessary to replenish the Reserve Fund if amounts have been withdrawn from such fund to pay debt service on the Bonds due to delinquencies in payment of the Special Taxes. Although the Special Taxes will constitute a lien on parcels within the District, it does not constitute a personal indebtedness of the owners of property within the District. There is no assurance that the property owners will pay the annual Special Taxes (see "BONDOWNERS' RISKS" and "THE . DEVELOPMENT-Property Ownership"herein). The Special Taxes will be collected by the County in the same manner and at the same time as ad valorem property taxes are collected by the Tax Collector-Treasurer of the County. When received, such Special Taxes will be deposited in the Special Taxes Fund to be held by the City and transferred 10 i by the City to the Fiscal Agent(after deductions for the City's administrative expenses)for payment of debt service on the Bonds, if any, or for deposit, if required, in the Reserve Fund to be held by the Fiscal Agent in order to restore the balance therein to the Reserve Requirement. Covenant for Superior Court Foreclosure Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the Special Taxes, the City may order the institution of a superior court action to foreclose the lien therefor, provided such action is brought not later than four years after the final maturity date of the Bonds. In such an action, the real property subject to the unpaid amount may be sold at a judicial foreclosure sale. If foreclosure is necessary, there could be a delay in payments to owners of the Bonds pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale if the Reserve Fund is depleted. Although, as provided in the Rate and Method of Apportionment of the Special Tax,the City may adjust the Special Taxes on all property within the District to provide an amount required to pay principal of and interest on the Bonds, plus administrative expenses and the amount, if any, necessary to replenish the Reserve Fund to an amount equal to the Reserve Requirement, any such adjustment is limited by the maximum amount of Special Taxes and may not be sufficient to ensure timely payment of principal of and interest on the Bonds (see "BONDOWNERS' RISKS"herein). Furthermore, no assurances can be given that the real property subject to foreclosure and sale at a judicial foreclosure sale will be sold or, if sold, that the proceeds of such sale will be sufficient to pay any delinquent Special Taxes installment. Although the Act authorizes the City to cause such an action to be commenced and diligently pursued to completion, the Act does not specify the obligations of the City with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the execution sale pursuant to the judgment in any such action if there is no other purchaser at such sale, nor does the Act specify the priority relationship, if any, between the Special Taxes and other taxes and assessment liens. A judgment debtor (property owner) has 140 days from the date of service of the notice of levy in which to redeem the property to be sold. If a judgment debtor fails to so redeem and the property is sold, his only remedy is an action to set aside the sale, which must be brought within six(6) months of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made. The constitutionality of the aforementioned legislation, which repeals the former one-year redemption period, has not been tested and there can be no assurance that, if tested, such legislation will be upheld. G ' As a result of the foregoing, in the event of a delinquency or nonpayment of one or more Special Taxes installments, there can be no assurance that there would be available to the Fiscal Agent sufficient funds to pay when due the principal of and the interest on the Bonds. Reserve Fund In order to secure further the timely payment of principal of and interest on the Bonds, the City is required, upon delivery of the Bonds, to deposit in the Reserve Fund an amount equal to the 8%of the initial aggregate principal amount of the Bonds (the "Reserve Requirement"). Thereafter, the City is required to deposit from the Special Taxes and maintain an amount of money equal to the Reserve Requirement in the Reserve Fund at all times while the Bonds are outstanding. Amounts in the Reserve Fund will be used to pay debt service on the Bonds to the extent other moneys are not available therefor. Earnings on amounts in the Reserve Fund may be deposited into the Bond Fund to 11 i the extent not required to be retained in the Reserve Fund. Amounts in the Reserve Fund may be used to pay the final year's debt service on the Bonds(see"THE FISCAL AGENT AGREEMENT"herein). Capitalized Interest There will be an initial deposit to the Bond Fund out of Bond proceeds which, together with accrued interest on the Bonds, has been calculated to be sufficient to make the interest payments on i the Bonds to and including October 1, 1991. BONDOWNERS' RISKS Concentration of Ownership Most of the land within the District is currently owned by Limited Partnerships in which the General Partner is The Dahl Company or Southwest Diversified(the"Developers"). For a summary of the current ownership of land in the District, see "THE DEVELOPMENT - Property Ownership" herein. The Developers intend to develop the land within the District for residential use. The Developers i intend to construct 113 residential detached dwellings for sale to the public. There may be subsequent transfers of ownership of the property within the District prior to completion of development. The fact that most of the land within the District is currently controlled by two Developers, is substantially undeveloped and is subject to a number of contingencies which could slow or prevent future development presents significant risks to the Bondowners. No assurance can be given that the Development will be partially or fully completed, and in assessing the investment quality of the Bonds i prospective purchasers should evaluate the risks of noncompletion discussed below. I First, undeveloped land is less valuable than developed land and provides less security to the Bondowners should it be necessary for the District to foreclose on undeveloped property due to the nonpayment of Special Taxes. i Second, an inability to develop the land within the District as planned will reduce the diversity of j ownership of land within the District, making the Bondowners more dependent upon timely payment of the Special Tax levied on the undeveloped property. Currently, the land within the District is owned by two Developers and,thus, until land is sold to others, the two Developers are responsible for 100%of the annual Special Tax levy. Commencing in 1991/92, the District will need to levy an annual Special Tax of approximately $212,000 to pay debt service on the Bonds and the Expenses of the District. Because of the existing concentration of ownership of District land, the timely payment of the Bonds depends upon the willingness and ability of the Developers to pay the Special Taxes levied on the undeveloped land when due. A slowdown or stoppage in the continued development of the District might reduce the willingness of the Developer, or any successor, to make Special Tax payments on undeveloped property. In addition to reducing the ability and willingness of the landowners to make Special Tax payments, a slowdown of the development process could adversely affect land values and the proceeds at a foreclosure sale in the event that Special Taxes are not paid when due. Land Development The Property Owners anticipate constructing single family detached homes within the District. The development and subsequent home sales may be adversely affected by changes in general economic conditions, fluctuations in the real estate market, and other similar factors, including development in surrounding areas which may compete with the developments within the District. I 12 I The Special Taxes are to be collected from the owners of property located within the District, and levy of the Special Taxes are not dependent on the selling of homes and the completion of the development of the properties within the District. Nevertheless, the extent of completion of the development of the property within the District may affect the ability and willingness of landowners to pay the Special Taxes and may affect the market value of any property foreclosed upon for nonpayment of installments of the Special Taxes. Land Values Customarily, the issuers of Special Tax Bonds obtain an appraisal of the market value of the property subject to the Special Tax in order to have an estimate of the security value of the parcels relative to the amount of the outstanding indebtedness of the Special Tax Bonds. In this case, the City j is providing the County Appraiser's estimate of "full cash value" (the "Assessed Value") of the property as opposed to an appraisal. The Assessed Value of the parcels in the District as carried on the assessment rolls of the County is $25,206,947. The Assessed Value is approximately 10.50 times the initial aggregate principal amount of the Bonds. While, in general, market value is in excess of Assessed Values, and in some cases well in excess of Assessed Value, no assurance can be given that should a parcel or lot with delinquent installments of the Special Tax be foreclosed, that any bid will be received for such property or, if a bid is received, that such bid will be sufficient to pay delinquent installments of unpaid taxes. However, since the Act requires that a property be sold only for the amount delinquent, it is anticipated that the value of the land as appraised by the County Assessor should be sufficient to secure any delinquent installments of unpaid reassessments. Collection of the Special Taxes In order to pay debt service on the Bonds, it is necessary that the Special Taxes levied against land within the District be paid in a timely manner. The interest payments on the Bonds through and including October 1, 1991, will be funded from Bond proceeds. The first levy of the Special Taxes will occur in the tax year 1991/92, with the first installment due and payable on December 10, 1991, and the second installment due and payable on April 10, 1992. Taxes collected from payments on the first levy of the Special Taxes will be available to pay interest coming due on April 1, 1992 and principal and interest coming due on October 1, 1992. Should the Special Taxes not be paid on time, the District has established a Reserve Fund to pay debt service on the Bonds to the extent other funds are not available therefor. Records of the Orange County Treasurer-Tax Collector reveal no current property tax delinquencies on the parcels comprising the District. The City has covenanted to institute foreclosure proceedings to sell any property delinquent in the Special Taxes in order to obtain funds to pay debt service on the Bonds. If foreclosure proceedings were ever instituted, any mortgage or deed of trust holder could,but would not be required to, advance the amount of the delinquent Special Taxes to protect its security interest. (See "SOURCES OF PAYMENT FOR THE BONDS - Covenant for Superior Court Foreclosure" for provisions which apply in the event foreclosure is required and which the District is required to follow in the event of delinquency in the payment of the Special Taxes). If any property within the District becomes exempt from taxation through ownership by a non- taxable entity such as the State of California or a local government, for a public purpose (for example, through dedication or condemnation of property for use as a public street or highway), the Special Taxes will be reallocated to the taxable properties within the District. This would result in the owners of such properties paying a greater amount of the Special Taxes and could have an adverse impact upon the payment of the Special Taxes. 13 Bankruptcy The payment of the Special Taxes and the ability of the District to foreclose-the lien of a delinquent unpaid tax, as discussed in the section herein entitled"SOURCES OF PAYMENT FOR THE BONDS",may be limited by bankruptcy,insolvency,or other laws generally affecting creditors'rights-or by the laws of the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the Bonds.(including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of t creditors generally. Although bankruptcy proceedings would not cause the taxes to become extinguished, bankruptcy of a property owner.could result in-a delay in prosecuting superior court foreclosure proceedings. Such delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds and the possibility of delinquent tax installments not being paid in full: To the extent all of the property in the District continues to be owned by a single property owner, the payment of the Special Taxes and the ability of the District to foreclose the lien of a delinquent unpaid tax could be delayed by bankruptcy,insolvency, or other laws generally affecting creditors'rights or by the.laws of the State relating to judicial foreclosure. Additional Taxation On June 3, 1986, California voters approved an amendment.to Article XIIIA of the California Constitution to allow local governments and school districts to raise their property tax rates above the constitutionally mandated 1%ceiling for the purpose of paying off certain new general obligation debt issued for the acquisition or improvement of real property and approved by two-thirds of the votes cast by the qualified electorate. If any such voter-approved debt is issued, it may be on a parity with the lien of the Special Taxes on.the parcels within the District. ! Parity Taxes and Special Assessments The Special Taxes and any penalties thereon will constitute a lien against the lots and parcels of land on which they will be annually imposed until they are paid. Such lien is on a parity with all special taxes and special assessments levied by other agencies and is co-equal to and independent of the lien for general property taxes regardless of when they are imposed upon the same-property.::The Special Taxes have priority over all existing and future private liens imposed on the property. The District, however, has no control over the ability of other entities and districts to issue indebtedness secured by.special taxes or assessments payable from all or a portion,of.the property.within the District. Any such special taxes or assessments will have a lien-on such property on a parity with.the Y Special Taxes. Future Indebtedness At the present time, most of the property in the District is still only partially developed. In order to develop any improvements on that land, the Developers will need to construct improvements over and above, those being financed with the proceeds of the Bonds. The cost-of these additional improvements may well increase the public and private debt for which the land in the District or other land or collateral owned by the Developers is security over that contemplated by the Bonds,and such increased debt could reduce the ability or desire of the Developers or future property owners to pay the Special Taxes levied against the land in the District. 14 r-- No Acceleration Provision The Fiscal Agent Agreement does not contain a provision allowing for the acceleration of the principal of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement. THE FISCAL AGENT AGREEMENT The following is a summary of certain provisions of the Fiscal Agent Agreement and does not purport to be a complete restatement thereof. Reference is hereby made to the Fiscal Agent Agreement for further information in this regard. Copies of the Fiscal Agent Agreement are available from the Fiscal Agent upon request. Creation of Funds and Accounts The Fiscal Agent Agreement establishes the following funds and accounts: 1. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Bond Fund (the "Bond Fund") which will be held by the Fiscal Agent. The moneys transferred to the Bond Fund are to be used for paying principal of(including sinking payments)and all of the interest,and any premium,due and payable on all of the Bonds. 2. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Reserve Fund (the "Reserve Fund") which will be held by the Fiscal Agent. The moneys placed in the Reserve Fund upon sale and delivery of the Bonds and,moneys, subsequently deposited to replenish the Reserve Fund will be used only for payment of the principal of and interest, and any premium, on the Bonds, including sinking payments, in the event that the moneys in the Bond Fund are insufficient therefor. 3. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Improvement Fund (the "Improvement Fund") will be held by the Fiscal Agent. The moneys set aside and placed in the Improvement Fund will be used exclusively for the purpose of acquiring public improvements to be constructed as part of.the Project and defraying other related costs of the Project. Upon completion of the Project, any surplus remaining in the Improvement Fund will be transferred to the Bond Fund. 4. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Cost of Issuance Fund (the "Cost of Issuance Fund") will be used to defray the necessary expenses in connection with the issuance and sale of the Bonds. The Cost of Issuance Fund will be held by the Fiscal Agent; any moneys remaining in the Cost of Issuance Fund after 180 days will be transferred to the Administrative Expense Fund. 5. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Special Tax Fund (the "Special Tax Fund") which will be held by the Treasurer of the City. Special Taxes which have been collected by the Treasurer will be deposited in the Special Taxes Fund and transferred to the Fiscal Agent for deposit into the Reserve Fund and Bond Fund in the amounts set forth in the Fiscal Agent Agreement. The balance then in the Special Tax Fund will be transferred for deposit in the Administrative Expense Fund and the Services Fund as provided in the Fiscal Agent Agreement. 6. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Administrative Expense Fund (the "Administrative Expense Fund") 15 f ` which will,be held by the Fiscal Agent. The Administrative Expense Fund will be used to pay all Administrative Expenses as defined in the Fiscal Agent Agreement. 7. City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Services Fund (the "Services Fund") which will be held by the Treasurer of the City and disbursed as required in the Fiscal Agent Agreement. Application of Special Tax Revenues Pledge of the Special Taxes. The Bonds shall be secured by a first pledge(which shall be effected in the manner and to the extent provided in the Fiscal Agent Agreement) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund, the Reserve Fund and, until disbursed, the Improvement Fund. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided with respect to moneys disbursed from the Improvement Fund) are dedicated in their entirety to the payment of the principal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose. All Special Tax Revenues will be used solely for the following purposes: Bond Fund (A) Disbursements. On each Interest Payment Date, the Fiscal Agent will withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of and interest and any premium then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth herein. In the event that amounts in the Bond Fund are insufficient, the Fiscal Agent will withdraw from the Reserve Fund to the extent of any funds therein, and then will provide written notice to the Treasurer of the amounts so withdrawn from the Reserve Fund. (B) Investment. Moneys initially deposited in the Bond Fund will be invested in Permitted Investments in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from such investment will be retained in the Bond Fund. Reserve Fund (A) Use of Fund. Except as otherwise described below, all amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds or for the purpose of redeeming Outstanding Bonds from the Bond Fund. (B) Transfer Due to Deficiency in Bond Fund. Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent will provide written notice thereof to the Treasurer. (C) Transfer of Excess of Reserve Requirement. Whenever,on the day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent will provide written notice to the Treasurer of the amount of the excess and will transfer an amount equal to the excess from the Reserve Fund to the Bond Fund to be used for the payment of the principal of and interest on the Bonds. (D) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, 16 r -including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied,on the next succeeding Interest Payment Date to the payment and redemption of all Outstanding.Bonds, with any balance being transferred to the City to be used for any lawful purpose of the City. (E) Investment. Moneys in the Reserve Fund will be invested in Permitted Investments. Interest earnings and profits from investment of moneys in the Reserve Fund will be retained in the Reserve Fund. (F) Transfer for Rebate Purposes.,' Amounts in the Reserve Fund are required to be withdrawn for purposes of making payment to the Federal Government as specified in the Fiscal Agent Agreement. i Description of Other Funds and Accounts Improvement Fund (A) ' Procedure for Disbursement. Disbursements from the Improvement Fund,will be made by the Fiscal Agent upon receipt-of an Officer's Certificate which will: (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made and the person to which the disbursement is to be paid; and (ii) certify that the disbursement is in accordance with the Acquisition Agreement or is otherwise for a Facility and that no portion of the amount then being requested to be disbursed was set forth in any Officer's Certificate previously filed requesting disbursement. (B) Investment. Moneys in the Improvement Fund will be invested in Permitted investments. Interest earnings and profits from such investment and deposit will be deposited by the Fiscal Agent in the Bond Fund. (C) Closing of Fund. Upon the filing of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from -the Improvement Fund, the Fiscal Agent will transfer the amount, if any, remaining in the Improvement Fund for deposit in the Bond Fund for application to the payment of principal of and interest on the Bonds and the Improvement Fund will be closed. Special Tax Fund (A) Disbursements. As soon as practicable after the receipt by the City of any Special Tax Revenues, but no later than ten Business Days after such receipt, the City will withdraw from the Special Tax Fund and transfer to the Fiscal Agent for deposit in the Reserve Fund until the amount then on deposit therein is equal to the Reserve Requirement and an amount sufficient, together with the amounts then on deposit in the Bond Fund to pay principal, premium, if any, and interest on the Bonds as specified in the Fiscal Agent Agreement. All other amounts then in the Special Tax Fund will, concurrently with the foregoing transfer, be transferred to (i) the Fiscal Agent for deposit in the Administrative Expense Fund in an amount, together with the amounts then on deposit in the Administrative Expense Fund, to pay the estimated expenses to be incurred in the then current Fiscal Year and(ii) the balance retained by the City for deposit in the Services Fund for the purposes of such Fund. 17 (B) Investment. Moneys in the Special Tax Fund will be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from such investment and deposit will be retained in the Special Tax Fund to be used for the purposes thereof. Administrative Expense Fund (A) Disbursement. Amounts in the Administrative Expense Fund will be withdrawn by the Fiscal Agent and paid to the City or its order upon receipt by the Fiscal Agent of an Officer's Certificate stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense(or a Cost of Issuance)and the nature thereof. Annually, on the last day of each Fiscal Year, the Fiscal Agent will withdraw any amounts then remaining in the Administrative Expense Fund that have not been allocated to pay Administrative Expenses incurred but not yet paid and transfer such amounts to the Special Tax Fund. (B) Investment. Moneys in the Administrative Expense Fund will be invested in Permitted Investments in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from said investment will be retained by the Fiscal Agent in the Administrative Expense Fund to be used for the purposes of such fund. Cost of Issuance Fund (A) Disbursement. Amounts in the Cost of Issuance Fund will be disbursed from time to time to pay Cost of Issuance,as set forth in a requisition containing respective amounts to be paid to the designated payees,signed by an Authorized Officer and delivered to the Fiscal Agent. The Fiscal Agent will pay all Cost of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such requisition, or upon receipt of an Officer's Certificate requesting payment of a Cost of Issuance not listed on the initial requisition delivered to the Fiscal Agent on the Closing Date. The Fiscal Agent will maintain the Cost of Issuance Fund for a period of 180 days from the date of delivery of the Bonds and then will transfer any moneys remaining therein, including any investment earnings thereon, for deposit in the Administrative Expense Fund for payment of any unpaid Cost of Issuance. (B) Investment. Moneys in the Cost of Issuance Fund will be invested in Permitted Investments in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from said investment will be retained by the Fiscal Agent in the Cost of Issuance Fund to be used for the purposes of such fund. Services Fund (A) Disbursement. Amounts in the Services Fund shall be withdrawn by the Treasurer and paid to the City or its order upon receipt by the Treasurer of an Officer's Certificate stating the amount to be withdrawn, that such amount is used to pay for a Service and the nature of such Service. Annually, on the last day of each Fiscal Year, the Treasurer shall withdraw any amount then remaining in the Services Fund that have not been allocated to pay Services incurred but not yet paid, and which are otherwise encumbered, and transfer such amounts to the Special Tax Fund. 18 (B) Investment. Moneys in the Services Fund shall-be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from said investment shall be retained by the Treasurer in the Services Fund to be used for the purposes of such fund. Investment of Funds and Accounts; Disposition of Investment Proceeds Moneys in any fund or account created or established by the Fiscal Agent Agreement and held by the Fiscal Agent, will be invested by the Fiscal Agent in Permitted Investments which by•their terms mature prior to the date on which such moneys are needed under the Fiscal Agent Agreement or are otherwise available on such date. Subject in all respects to the provisions of rebate of excess investment earnings to the United States,moneys in any fund or account created or established by the Fiscal Agent Agreement and held by the Treasurer will be invested by the Treasurer in any lawful investments that the City may make, which by their terms mature prior to the date on which such moneys are required to be paid out thereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the'requirements of the Fiscal Agent Agreement for transfer of interest earnings and profits resulting from investment of amounts in the funds and accounts. The Fiscal Agent or the Treasurer may act as principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Treasurer-will incur any liability for losses arising from any investments made in accordance with the Fiscal Agent Agreement. For purposes of determining the amount on deposit in any fund or account held under the Fiscal Agent Agreement,all investments credited to such fund or account will be valued at the cost thereof (excluding accrued interest and brokerage commissions,if any). P The Fiscal Agent or the Treasurer, as applicable, will sell at the highest price reasonably obtainable, or present for redemption, any investment security whenever it will be necessary to provide moneys to meet any required payment,transfer,-withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Treasurer will be liable or responsible for any loss resulting from the acquisition or disposition df such investment security in accordance with the provisions of the Fiscal Agent Agreement: Rebate of Excess Investment Earnings to the United States The City covenants to comply with Section 148(f) of the Code and to that\end to take or cause the Fiscal Agent to take or otherwise cause to be taken all actions required by the. Fiscal Agent Agreement. Covenants of the City So long as any of the Bonds are outstanding and unpaid, the City is required (through its proper officers,agents or employees)to faithfully perform and abide by all of the covenants,undertakings and provisions contained in the Fiscal Agent Agreement or in any Bond issued thereunder, including the following covenants for the benefit of the Bondowners: Punctual Payment. The City will punctually pay or cause to be paid the principal of,and interest and any premium on, the Bonds when and as due in strict conformity with the terms of the Fiscal Agent Agreement and any Supplemental Agreement,and it will faithfully observe and perform all of the conditions,covenants and requirements of the Fiscal Agent Agreement and all Supplemental Agreements and of the Bonds. 19 Limited Obligation. The Bonds are limited obligations of the City on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in certain funds and.accounts created under the Fiscal Agent Agreement. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not,directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest.or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the:City, such claim for-interest' or interest.so extended or funded shall not be entitled, in the case of default under the Fiscal Agent Agreement, to the benefits of the Fiscal Agent Agreement, except subject to the prior payment in full of the principal of all the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded..• Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon the Special Taxes Revenues or other amounts pledged to the Bonds superior to or on a parity 'with the pledge and lien created in the Fiscal Agent Agreement for the benefit of the Bonds;except as permitted by the Fiscal Agent Agreement. Books and Records. The City will keep;or cause 10 be kept, proper books of record and accounts,separate from all other records and accounts of the City which may be the books and records of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the the Special Tax Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent, and the owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding,or their representatives duly authorized in writing. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and.accounts of the Fiscal Agent, in which complete and correct entries will be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund, the Reserve Fund, the Improvement Fund, the Administrative Expense Fund and the Costs of Issuance Fund. Such books of record and accounts will at all times during business hours be subject to the inspection of the City and the owners of not less than ten percent(10%) of the principal amount of the Bonds then Outstanding,or their representatives duly authorized in writing. Protection of Security and Rights of Owners. : The City will preserve and protect the z security of the Bonds and the rights of the owners,and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City,.the Bonds shall be incontestable by the City. Compliance with Law, Completion of the Project; Payment for Services. The City will comply with all applicable provisions of the Act and law in completing the acquisition of the .Project and in disbursing funds for the payment of the costs of services. Private Business Use Limitation. The City shall assure that: (a) not in excess of ten percent (10%).of the proceeds`of the Bonds is used for Private Business Use if, in addition, the payment of the principal of, or the interest on more than ten percent (10%)-of the proceeds of the Bonds is (under the terms of the Bonds or any underlying arrangement) directly or indirectly,(i) secured by any interest in property, or payments in respect of property, used or to be used for a Private Business Use,or(ii) to be derived from payments(whether or not to the City or the District) in respect of property, or borrowed money, used or to be used for a Private Business Use;and 20 1 (b) in the event that in excess of five percent(5%)of the proceeds of the Bonds are used for a Private Business Use, and, in addition, the payment of the principal of, or the interest on, more than five percent (5%) of the proceeds of the Bonds is, (under the terms of the Bonds or any underlying arrangement) directly or indirectly, secured by any interest in property, or payments in respect of property, used or to be used for said Private Business Use or is to be derived from payments (whether or not to the City) in respect of property, or borrowed money,used or to be used for a Private Business Use, then (A) said excess over said five percent (5%) of the proceeds of the Bonds which is used for a Private Business Use shall be used for a Private Business Use related to a government use of such proceeds and (B) each such Private Business Use over five percent (5%) of the proceeds of the Bonds which is related to a government use of such Proceeds shall not exceed the amount of such Proceeds which is used for the government use of Proceeds to which such Private Business Use is related. Private Loan Limitation. The City shall assure that not in excess of the lesser of five percent(5%) of the proceeds of the Bonds or$5,000,000 is to be used, directly or indirectly,to make or finance a loans (other than loans constituting Nonpurpose Investments and other than loans which enable the borrower to finance any governmental tax or assessment of general application for a specific essential governmental function)to persons other than state or local government units. Collection of Special Taxes. The City shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues,including without limitation, the enforcement of delinquent Special Taxes. On or within five (5) Business Days of each June 1, commencing June 1, 1991, the Fiscal Agent will provide the Treasurer with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund, and informing the City that Special Taxes are to be levied as necessary to provide for annual debt service and administrative expenses and replenishment (if necessary) of the Reserve Fund so that the balance therein equals the Reserve Requirement, and for the payment of Service. The receipt of such notice by the Treasurer shall in no way affect the obligations of the Treasurer under the following two paragraphs. Upon receipt of such notice, the Treasurer will communicate with the County Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied,taking into account any parcel splits during the preceding and then current year. The Treasurer will effect the levy of the Special Taxes each Fiscal Year, in accordance with the ordinance of the City levying the tax by each August 1, commencing August 1, 1991, that the Bonds are outstanding, such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Taxes amounts for the parcels within the District for inclusion on the next tax roll. Upon the completion of the computation, the Treasurer will prepare or cause to be prepared, and will transmit to the County Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next tax roll. The Treasurer shall fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any Outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses and Services during such year. The Special Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation. The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable,and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions,instruments and assurances as may be reasonably necessary or proper to carry out 21 the intention or to facilitate the performance of the Fiscal Agent Agreement, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in the Fiscal Agent Agreement. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the Gross Proceeds of the Bonds which if such action had been reasonably expected to have been taken,or had been deliberately and intentionally taken,on the date of delivery of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148(a)of the Code and the Regulations. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be "federally guaranteed"within the meaning of Section 149(b)of the Code and the Regulations. Compliance with the Code. The City covenants to take any and all action and to refrain from taking such action, which is necessary in order to comply with the Code or amendments thereto in order to maintain the exclusion from federal gross income, pursuant to Section,103 of the Code, of the interest on the Bonds paid by the City and received by the Owners. Covenant to Foreclose. The City covenants in the Fiscal Agent Agreement with and for the benefit of the owners of the Bonds that it will order, and cause to be commenced within 150 days following the date of notice to the City of a delinquency,and thereafter diligently prosecute, an action in the superior court to foreclose the lien of any Special Taxes or installment thereof not paid when due. The Treasurer will notify the City Attorney of any such delinquency of which it is aware, and the Treasurer will instruct the City Attorney to commence,or cause to be commenced,such proceedings. Amendments The Fiscal Agent Agreement and the rights and obligations of the District, the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Fiscal Agent 'Agreement pursuant to the affirmative vote at a meeting of the Owners, or with the written consent without a meeting, of the owners of at least 60% in aggregate principal amount of the Bonds then Outstanding are filed with the City,exclusive of disqualified Bonds. No such modification or amendment may (i) extend the maturity of any Bond or reduce the interest rate thereon or otherwise alter or impair the obligation of the City on behalf of the District to pay the interest on or principal or redemption premium, if any, on any Bond without the express written consent of the owner of such Bond, or (ii) permit the creation of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and.lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or the Fiscal Agent Agreement), or (iii) reduce the percentage of Bonds required for the amendment of the Fiscal Agent Agreement, or (iv) modify any rights or obligations of the Fiscal Agent without its prior written consent. The Fiscal Agent may obtain an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of the Fiscal Agent Agreement and the Fiscal Agent may conclusively rely on such opinion. The Fiscal Agent Agreement and the rights and obligations of the District, the City and of the owners of the Bonds may also be modified or amended at any time by a Supplemental Fiscal Agent Agreement without the consent of any owners, but only to the extent permitted by law and only for any one or more of the following purposes: (a) to add to the covenants and agreements of the City contained in the Fiscal Agent Agreement, other covenants and agreements thereafter to be observed, or to limit or 22 surrender any right or power reserved to or conferred upon the City in the Fiscal Agent Agreement;or (b) to make modifications not adversely affecting any outstanding series of Bonds of the District in any material respect; (c) to make provisions for the purpose of curing any ambiguity,or of curing,correcting or supplementing any defective provision contained in the Fiscal Agent Agreement, or in regard to questions arising under the.Fiscal Agent Agreement,as the City and Fiscal Agent may deem necessary or desirable and not inconsistent with the Fiscal Agent Agreement, and which.shall not adversely affect the rights of the Owners of the Bonds; (d) to make such additions, deletions or,modifications-as may.,be necessary to assure compliance with section 148 of the Code relating to required rebate of Excess Investment Earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations. Remedies of Bondowners 9 The Bonds do not contain a provision allowing for the acceleration of the Bonds in,the event of a payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement. Liability of the City The City will not incur any responsibility in respect of the Bonds or the Fiscal Agent Agreement other than in connection with the duties or obligations explicitly in the Fiscal Agent Agreement,or in the Bonds assigned to or imposed upon it. The City will not be liable in connection with the performance of its duties under the Fiscal Agent Agreement, except for its own negligence.or willful default. The City will not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Fiscal Agent in the Fiscal Agent Agreement or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default or event of default thereunder. In the absence of bad faith, the City, including the Treasurer, may conclusively rely, as to the truth of the statements and.the correctness of the opinions expressed therein, upon,certificates or opinions furnished to the City and conforming to the requirements of the Fiscal Agent Agreement. The City, including the Treasurer, will 'not be liable for any error of judgment made in good faith unless it is proved that it was negligent in ascertaining the pertinent facts. No provision of the Fiscal Agent Agreement will require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations under the Fiscal Agent Agreement, or,in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such j funds or adequate indemnity against such risk or liability is not reasonably assured to it. The City may rely and will be protected in acting or refraining,from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney, with regard.to legal question,and the opinion of such counsel will be full and complete authorization and protection in respect of any action'taken or suffered by it. under the Fiscal Agent Agreement in.good faith and in accordance therewith. 23 Whenever in the administration of its duties under the Fiscal Agent Agreement the City will deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action thereunder, such matter (unless other evidence in respect thereof be therein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent,and such certificate will be full warrant to the City for any action taken or suffered under the provisions of the Fiscal Agent Agreement or any Supplemental Agreement upon the faith thereof,but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. In order to perform its duties and obligations under the Fiscal Agent Agreement, the City may employ such persons-or entities as it deems necessary or advisable. The City will not be liable for any of the acts or omissions of such persons or entities employed by it in good faith under the Fiscal Agent Agreement, and will be entitled to rely, and will be fully protected in doing so, upon the opinions, calculations,determinations and directions of such persons or entities. The Fiscal Agent The Fiscal Agent will act as the agent and depository for the purpose of receiving all moneys required to be paid to the Fiscal Agent, to allocate, use and apply the same, to hold, receive and disburse the funds held under the Fiscal Agent Agreement, and otherwise to hold all the offices and perform all the functions and duties provided in the Fiscal Agent Agreement to be held and performed by the Fiscal Agent. The Fiscal Agent will signify its acceptance of the duties and obligations imposed upon it by executing and delivering the Fiscal Agent Agreement, but only upon the terms and conditions set forth in the Fiscal Agent Agreement. Discharge of Fiscal Agent Agreement The City shall have the option to pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of, and interest and any premium on,such Bonds Outstanding,as and when the same become due and payable; (B) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with, in the case of all Outstanding Bonds, the amounts then on deposit in the funds and accounts provided for the Fiscal Agent Agreement is fully sufficient to pay such Bonds Outstanding,including all principal,interest and redemption premiums;or (C) by irrevocably depositing with the Fiscal Agent, in trust,cash and Federal Securities in such amount as the Treasurer shall determine as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and, in the case of all Outstanding Bonds, moneys then on deposit in the fund and accounts provided for in the Fiscal Agent Agreement,be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal,interest and redemption premiums)at or before their respective maturity dates. If the City shall have taken any of the action specified in (A), (B) or (C) above, and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given pursuant to the Fiscal Agent Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in the Fiscal Agent Agreement and other obligations of the City under the Fiscal Agent Agreement with respect to such Bonds Outstanding shall cease and terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the foregoing, the obligation of the City 24 to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to the Fiscal Agent Agreement shall continue in any event. Upon compliance by the City with the foregoing with respect to all Outstanding Bonds, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the City for deposit in the Special Tax Fund and any Special Taxes thereafter received by the City shall not be remitted to the Fiscal Agent but shall be deposited by the City to be used for the purposes specified in the Fiscal Agent Agreement. The Special Tax Fund, Services Fund and Administrative Expense Fund shall survive payment and discharge of the Bonds. THE DISTRICT General The District consist of three noncontiguous areas with the City of Huntington Beach, California, generally located south of Ellis Avenue between Edwards Street and Goldenwest Street. The three areas consist of seven separately owned parcels that are in the process of being subdivided and developed by two developers (see"THE DEVELOPMENT-The Developer"herein). One of the Developers, The Dahl Company,is a general partner in several of the partnerships currently owning the land. The boundaries of the District approved and designated in the Resolution are legally described and shown on the Boundary Map included herein. Facilities Description A community facilities district may, pursuant to State law,provide for the purchase,construction, expansion or rehabilitation of any real or tangible property with an estimated useful life of five (5) years or longer. The public facilities proposed to be financed need not be physically located within the proposed community facilities district. Public facilities proposed to be financed from proceeds of the Bonds, and pursuant to the Resolution of Formation, public facilities that may be financed(the "Facilities") generally include the following: 1. Improvements to Ellis Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 2. Improvements to Goldenwest Avenue in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 3. Improvements to Quarterhorse Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 4. Improvements to Saddleback Lane in the vicinity of the District, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 25 8. Fire station improvements,including construction and related costs. 9. Acquisition of emergency vehicle traffic interruption devices. Proposed Services to be Financed by the District The Act provides that a Community Facilities District may finance certain specified services within the boundaries of the District. The Community Facilities District may only finance services that are in addition to services that were provided to the District prior to the District being created. Those additional services proposed to be financed in part by the District are as follows: n 1. Police and Fire protection services, Paramedic services, in each case in addition to those currently provided in the District. Incidental Expenses to be Financed by the District 1. Costs of engineering,design,planning and coordination related to the above-listed facilities. I 2. Bond related expenses, including underwriter's discount, reserve fund, capitalized interest, bond counsel and all other incidental expenses. 3. Administrative fees of the City and the Bond trustee or fiscal agent related to the District and the Bonds. I I I 26 SCALE. 1• - 200• PROPOSED BOUNDARY MAP - s1fET 1 aF 1 COMMUNITY FACILITIES DISTRICT NO . 1990- 1 (GOLDENNEST/ELLIS AREA) OTT OF NUNYMO N MUCH _ CININTY OF ORANUE. STATE OF CALIFORNIA - PORTION OF 71E SOUTHEAST QUARTER OF SECTION 3•. ' TOWNSHIP B SOUTH.RANGE 11 WEST SAN BERNARDINO MERIDIAN ' IN THE RANCHO LAS BOLSAS.CITY OF"UNTINGTON BEACH. COUNTY OF ORANGE.STATE OF CALIFORNIA. FILED IN THE OFFICE OF THE OTT CLERK OF THE CITY OF HUNTINGTON SERCN.CRLIFORNIR. THIS OF ,ISSo ELLIS AVENUE CRT CLERK OF _ N e9•IO'20-E 09.20 N W10•20•E 1319.26 CITY OFNUNYINGTON BERCH - M e9•10'201E 659.95 I HEREBY CERTIFY THAT THE WITHIN MAP SHOWING c213 01 PROPOSED BOUNDARIES OF COMMUNITY Tr FACtL t'(ES �' x 0.01'201W ao TENTATIVE s - - DISTRICT NO. 1990-1 IGOLDENJEST/ELLIS ARF.A) TRACT 13269 - oCX TRACT 14109 OF THE OTC OF MUNTING70H BERr4.COUNTY OF DRRNGE• 9 / 1/e.Ia No w S1RTE OF CALIFORNIA.WAS RTIRROVED BY THE OTT COUNCIL OF THE CITY OF HUNTINGTON BEACH AT R REGULAR MEETING g NIM WIT? • - / Ner1o•1eV: 699.93 1 THEREOF,HELD ON THE -DRY OF em w a N TENTATIVE FARCE NpP 90.182 w BY ITS RESOLUTION N0. . N69'10 IV to R I 7 s �R R R01)1'H•9 UZj UI 000 J TRACT 13270 :;b t,R 1000'W T 33 0 Ulf OF HUNTINGTON 3FQC4 ' W I N a9.10'2O9i 6a0.06 ' N a9•IO'20•E ap0.03 1 Rg TENTATIVE op TRACT 14035 9:0 _ $ FILED THIS CAI OF !990. AT THE ::SS i:YY HOUR OF�O'CLOCK nIV�TES. IV 900K AT PAGE OF RAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS IN T.IE OFFICE OF THE COUNTY RECORDER r "e9•IO'1•-E me.19 ' TENTATIVE OF THE COUNTY OF ORANGE. STATE OF CALIFORNIA: 1: TRACT 13439 COUNTY RECORDER OF COUNTY OF ORANGE DATA mTAIffM11NC RADIUS IEM./91". TANOM N e9.10'•1-F aao.oa N 0.0I.62•u w.DO N WID-20-E 609.% 2 N a9•00'3•-E w.00 _ 3 NO.2e•49-u el.% 21•55'w• 36.00 21.•2 10.e• a M e9.1o•20•E 103.00 1 - A N O••9'w-u 4.20 NN a9.10'20•E 71.00 iO y a N 0•49'w•u 3.59 - TENTATIVE N e9•Io•zo•E 7a.00 O TRACT 13714 R N o•wvo-W a.•3 N OY9'w-Y 0.49 N 69.10.20•E 113 59 IN 69•Io'211E a09.% ' /O>30 Facilities Cost Estimate The Bonds are proposed to be issued based upon the estimates shown below. Prior to the delivery of the Bonds, the Property Owner will enter into a Acquisition Agreement with the City in which the Property Owner agrees to pay any costs overruns, inspection fees, and the costs of administrating the public works contract. The City's Engineer reviewed the reasonableness of the cost-estimates. SUMMARY OF COSTS OF CONSTRUCTION OF PUBLIC IMPROVEMENTS TO BE FINANCED WITH BOND PROCEEDS Land Costs $ 110,118 Construction Related Costs Police& Fire $ 50,000 Offsites 1,523,422 Indirect Costs 15,933 General Administration 126,937 Total Construction $1,716,292 TOTAL $1,826,480 CONSTRUCTION COST DETAIL Land and Acquisition Costs Land Cost-Ency $ 99,000 Escrow 495 Title 693 Legal Costs 10,000 Total $ 110,188 Police& Fire Facilities and Equipment $ 50,000 Offsite Construction-Land Development Demo& Grubbing $ 16,526 Survey 20,000 Grading-Cut/Fill 91,731 Grading-Import 46,688 Sewer Manholes 27,500 Sewer 8 Inch 19,099 Water 12 Inch 31,590 Water 8 Inch 151,000 Water 6 Inch 29,760 Fire Hydrants 48,000 Hot Taps 12 Inch 10,000 Hot Taps 8 Inch 12,000 Valves 8 Inch 20,925 Valves 12 Inch 6,375 Blow Off Assembly 11,900 Bends 8 Inch 1,300 Drainage Facility 262,454 28 Offsite Construction-Land Development(Continued) Curb&Gutter 38,430 Rolled Curb 27,520 Sidewalks 47,850 Concrete Aprons 38,021 Asphalt Paving 274,872 Street Base&Grading 68,718 Asphalt Paving Rep 15,120 Stripping 9,099 Street Signs 2,600 Barricades 4,800 Undergrounding 117,000 Contingencies 72,544 Total $1,523,422 I Indirect Costs Temporary Toilets $ 2,400 Temporary Power 2,400 Construction Shack 1,800 Field Office Expense 1,200 Telephone 1,800 Water Truck 3,200 Contingencies 3,133 Total $ 15,933 General Administration Supervision $ 45,000 Office Overhead 6,000 General.Contractor 60,937 General Labor 15,000 Total $ 126,937 Rate and Method of Apportionment of the Special Tax The Special Tax is to be levied by the Finance Director of the City on behalf of the District each Fiscal Year on all parcels within the District in an amount equal to the maximum Special Tax, less any Services Credit, as such terms are defined below. On March 1 of each year all taxable Parcels within the District shall be categorized by the Finance Director either as Developed Parcels or Undeveloped Parcels,and shall be subject to a Special Tax in accordance with the Rate and Method of Apportionment specified below. Undeveloped Parcels A Special Tax shall be levied on each Undeveloped Parcel as follows: (Taxable Sq. Ft.of Parcel X Maximum) — Services = Special (Taxable Sq.Ft. of District Special Tax) Credit Tax 29 Developed Parcels A Special Tax shall be levied on each Developed Parcel as follows: 1 ) (Maximum _ Total Special Tax Levied X Total Number of) _ Services = Special (Special Tax on Undeveloped Parcels Developed Parcels) Credit Tax Definitions Developed Parcel (1)is any Parcel that is within the boundaries of the District based on the latest available equalized rolls of the County of Orange as of March 1 of the applicable year which is not exempt from the Special Tax pursuant to Section 53311,et seq.of the California Government Code, (2) is not greater than 50,000 square feet in total square footage and (3) with respect to which a building permit for a single family dwelling has been issued as of March 1 of the current year. Fiscal Year means the period starting on July land ending the following June 30. Maximum Special Tax is an amount for any Fiscal Year equal to$264,000. Services Credit is an amount equal to any proceeds of the Special Tax Levied within the District which has been allocated by the City to the payment of police and fire protection services and/or paramedic services authorized under the Act which have not been expended for such purpose by the last day of the prior Fiscal Year. Taxable Square Footage of Parcels is all of the area within any Parcel within the District which is not exempt from the Special Tax pursuant to Section 53311, et. seq. of the California Government Code. Total Taxable Square Footage of the District means the aggregate Taxable Square Footage for all Parcels within the District. Undeveloped Parcel is any Parcel within the boundaries of the District (based on the latest equalized rolls of the County of Orange as of March 1 of each year) which is not a Developed Parcel, and is not exempt from the Special Tax under the provisions of the Act. 30 City Direct and Overlapping Debt 1988/89 Total Assessed Valuation $8,580,201,514 (after deducting $201,634,519 Redevelopment Tax Allocation Increment). DIRECT AND OVERLAPPING BONDED DEBT: %Applicable Debt 06/30/89 j Orange County 7.611% $ 133,954 ( Orange County Building Authorities 7.611% 14,918,797 Orange County Flood Control District 7.613% 583,537 I Metropolitan Water District 1.480% 7,605,572 Municipal Water District of Orange County, Water Facilities Corporation 11.411%. 7,628,254 Orange County Sanitation Districts#1,#2 and #3 Certificates of Participation 5.110% 5,907,160 Orange County Sanitation District#3 10.864%, 7,496 Orange County Sanitation District#11 98.494% 160,545 i Coast Community College District Authority 29.701% 6,127,316 Los Alamitos Unified School District 1.745% 12,390 Huntington Beach Union High School District 70.721% 1-230,545 Huntington Beach School District 97.486% 1:023,603 Ocean View School District(various issues) 98.123% 1,226,538 Fountain Valley School District 29.585% 1,347,597 City of Huntington Beach 100.000%. 2,305,000 City of Huntington Beach Building Authorities 100.000% 33,640,000 i City of Huntington Beach 1915 Act Bonds 100.000% 1,653,905 TOTAL GROSS DIRECT AND OVERLAPPING BONDED DEBT(1) $85,512,209 Less: City of Huntington Beach debt not repaid through property taxes (35,293,905) Less: MWDOC Water Facilities Corporation(100%self-supporting) (7,628,254) Less: Orange County Sanitation District#3(100%self-supporting) (7,496) TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT $42,582,554 i (1) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non bonded capital lease obligations. Ratios to Assessed Valuation: Direct Debt ($2,305,000) 0.03% Total Gross Debt 0.58% Total Net Debt 0.50% Share of Unauthorized and Unsold Bonds: Metropolitan Water District $3,922,000 Ocean View School District $1,825,088 STATE SCHOOL BUILDING AID REPAYABLE AS OF 06/30/89: $29,130,826 Source: California Municipal Statistics,Inc. 31 THE DEVELOPMENT The information set forth below regarding ownership and development of properties in the District was provided by the Property Owners or the Developers and has not been independently verified. This information has been included because it is considered relevant to an-informed evaluation of the District and the Project. As development of the properties-has not commenced, no assurance can be given that it will occur, or that it will occur in a timely manner. The information should not be construed to suggest that the Bonds or the Special Taxes that will be used to pay the Bonds are personal obligations of the Property Owners. The Property Owners do not intend to acquire any substantial assets or engage in any substantial business activities other than those related to the ownership of their respective Developments. However, the general partners may engage in the acquisition, development, ownership and management of similar types of projects. The Property Owners will not be personally liable for payments of the Special Taxes to be applied to pay the principal of and interest on the Bonds. Furthermore,except to the extent expressly set forth herein, no representation is made that the Property Owners will have substantial funds available for the Development. Accordingly, the Property Owners' financial statements are not included in this Official Statement. Property Ownership According to the preliminary title reports, there are seven Property Owners of the land in the District. The current ownership is shown below: 1. Central Park.#8, A California Limited Partnership, David D. Dahl, General Partner,505 Park Avenue,Balboa Island,CA 92662. 2. Central Park #12, A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue,Balboa Island,CA 92662. 3. Central Park #15,A California Limited Partnership, David D. Dahl, General Partner, 505 Park Avenue,Balboa Island,CA 92662. 4. Southwest Diversified, A California General Partnership, William D. Foote, Managing . Partner, 19200 Von Karman,Suite 400,Irvine,CA 92715. 5. Emil Walter Plegel and Ruby Lucille Plegel, Trustees, 7071 Thomas Street, Buena Park, CA 90621. 6. Audrey DeNubila Panabaker,Virginia May Denubila, 11728 Chaparal Street, Los Angeles, CA 90049. 7. William Landis, 1901 Avenue of the Stars,Suite 1060,Los Angeles,CA 90067.. The Developers and the Development Southwest Diversified Coscan Partners, a California Limited Partnership ("Southwest Diversified")currently owns property within the District and is constructing 30 of the 113 homes to be constructed in the District. Southwest Diversified is a relatively new partnership formed by Coscan Development Corporation ("Coscan"). Coscan is an international public real estate development company which operates in major market areas in North America. 32 The balance of the 88 homes are being developed by several limited partnerships in which David D. Dahl,dba The Dahl Company,is the General Partner. David D. Dahl received a BA in Business Administration in 1971 from California State University and a Juris Doctor in 1975 from Western State University. While studying law,Mr. Dahl was actively engaged in real estate sales in Orange County, specializing in land acquisition for real property development for major Orange County builders. He closed his law practice in 1976 to devote full time to his duties at Lindborg/Dahl Investors,Inc. As President of Lindborg/Dahl Investors, Inc., Mr. Dahl was responsible for land acquisition, governmental approvals, equity syndication, and financing for thirty developments in the years from 1975 to 1981. In January of 1986, Mr. Dahl opened an office in Newport Beach, known as The Dahl Company, emphasizing construction of move-up market and luxury single family homes. Mr. Dahl acts as sponsor and General Partner for real estate limited partnerships in residential construction and hotel operation and development. Since 1975, equity capital raised totaled $11,188,500. The Appraised Value The table entitled "Assessment Roll Data"includes the Assessor's 1988/89 "full cash value" (land and improvements), as of the date of lay conveyance and ownership of parcels as shown on the Assessment Roll. Beginning with the 1981/82 fiscal year, property in California is assessed at 100% of"full cash value". Article XIIIA of the California Constitution defines such "full cash value" as the appraised value of of March 1, 1975, plus adjustments not to exceed 2%per year to reflect inflation and requires reassessment of"full cash value" upon change of ownership or new construction. Accordingly, the assessed values in the table reflect only 1975 values as increased by 2% per year unless the parcel has changed ownership or has had new construction thereon, in which case the assessment shown will more closely approximate current market value. Assessor's Parcel No. Full Cash Value Sales Price As of 110-186-15 $ $ 25,000 09/89 591-391-01 1,729,920 05/88 591-391-02 833,000 02/89 591-391-03 68,990 02/89 591-391-04 69,619 02/89 110-200-04 3,000,000 10/89 110-200-05 3,000,000 10/89 110-200-10 19,256 10/89 110-200-11 41,131 10/89 110-200-15 6,500,000 08/89 110-200-16 6,500,000 08/89 110-200-23 3,000,000 10/89 110-210-01 92,491 02/77 110-210-02 300,000 10/88 110-210-04 27,540 01/88 TOTAL $25,206,947 The ratio of the Assessor's full cash value to the proposed principal amount of Bonds is 10.50 to 1. 33 CONCLUDING INFORMATION Underwriting- The Bonds were purchased through negotiation by Chilton & O'Connor, Inc: (the "Underwriter"). The Underwriter agreed to purchase the Bonds at a discount from the initial public offering price equal to$ . The initial public offering prices set forth on the cover page may be changed by the Underwriter. The Underwriter may offer and sell the Bonds to certain dealers and others at lower than the public offering prices set forth on the cover page hereof. Legal Opinion The legal opinion of Jones Hall Hill & White, A Professional Law Corporation; San Francisco, California, approving the validity of the Bonds will be made available to purchasers at the time of original delivery. A copy of the legal opinion will be printed on the back of each definitive bond. Fees payable to Bond Counsel are contingent upon the sale and delivery of the Bonds. Tax Matters The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements which must be met subsequent to the issuance of the Bonds for the interest on the Bonds to be and remain excluded from gross income for federal income tax purposes. Noncompliance with such requirements could cause interest on the'Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. These requirements include, but are not limited to, restrictions on the use of bond proceeds and'provisions which prescribe yield and other limits within which the proceeds of the Bonds are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the United States of America. Failure to comply with such requirements could cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. , Pursuant to the Indenture, the Authority has covenanted to comply with the requirements of the Code and to cause the payment to the United States Treasury of any and all amounts required to be rebated under the Code with respect to the outstanding bonds of the Agency being refunded with proceeds of the Bonds. In.the opinion of Jones Hall Hill & White,.A Professional Law Corporation, San Francisco, California, Bond Counsel, subject to the qualifications set forth below, under existing statutes, regulations, rulings and court decisions, assuming compliance by the Authority �with the aforementioned covenants,-interest on the Bonds is excluded from gross income for purposes of federal income taxation. Bond Counsel is further of the opinion that interest on the Bonds is not a specific preference item for purposes of the alternative minimum tax provisions of the Code..-However,interest on the Bonds received by corporations will be included in corporate adjusted current earnings, a portion of which may increase the alternative minimum taxable income of such corporations. Although Bond Counsel has rendered an opinion that the interest on the Bonds is excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient's particular tax status or other items of income or deduction and Bond Counsel expresses no.opinion regarding any such consequences. Additionally,Bond Counsel has not undertaken to determine(or to inform any person) whether any actions taken(or not taken)or events occurring after the date of delivery of the Bonds may affect the tax status of the Bonds. 34 i Bond Counsel is further of the opinion that under law, interest on the Bonds is exempt from personal income taxation imposed by the State of California. No Litigation At the time of delivery of and payment for the Bonds, the City Attorney will deliver its opinion that to the best of its knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency against the City or the District affecting their existence or the titles of their respective officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Taxes to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds,the Resolution of Issuance, the Fiscal Agent Agreement,or any other applicable agreements or any action of the City or the District contemplated by any of said documents,or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or the District or their authority with respect to the Bonds'or any action of the City or the District contemplated by any of said documents. The Financing Consultant The material contained in this Official Statement was prepared by Rod Gunn Associates,Inc., Seal Beach,California,an independent financial consulting firm,which advised the City as to the financial structure and certain other financial matters relating to the Bonds. Fees paid to Rod Gunn Associates, Inc.are contingent upon the sale and delivery of the Bonds. The information set forth herein has been obtained by Rod Gunn Associates, Inc. from sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness,nor has it been independently verified. No Rating The City has not made and does not contemplate making application to any rating agency for the assignment of a rating to the Bonds. t No General Obligation of the City The Bonds are not general obligations of the City but are limited obligations of the District payable solely from the proceeds of the Special Taxes and proceeds of the Bonds, including capitalized interest and amounts deposited in the Reserve Fund and investment income thereon, and the proceeds,if any,from the sale of property in the event of a foreclosure. See"SOURCE OF PAYMENT FOR THE BONDS - Covenant for Superior Court Foreclosure". Any tax for the payment of the Bonds will be limited to the Special Taxes to be collected within the jurisdiction of the District. 35 References The preceding summaries of the Resolution of Issuance, the Fiscal Agent Agreement, other applicable legislation, agreements and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the City for further information in connection therewith. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Execution The execution and delivery of this Official Statement by the City Administrator has been duly authorized by the City Council of the City on behalf of the District. CITY OF HUNTINGTON BEACH By: /s/ Michael Uberuaga City Administrator 36 II I I APPENDIX A DEFINITIONS OF CERTAIN TERMS "Acquisition Agreement" means the Acquisition Agreement, dated as of July 1, 1990, between the City and David D. Dahl. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq.of the California Government Code. "Administrative Expenses" means any or all of the following: the fees and expenses of the Fiscal Agent(including any fees or expenses of its counsel), the expenses of the City in carrying out its duties under the Fiscal Agent Agreement (including, but not limited to, the levying and collection of the Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto,and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the discharge of their respective duties under the Fiscal Agent Agreement and, in the case of the City,in any way related to the administration of the District. "Administrative Expense Fund" means the fund by that name established by the'Fiscal Agent Agreement. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled,and(ii)the principal amount of the Outstanding Bonds due in such Bond Year. "Auditor" means the Auditor-Controller of the County of Orange. t "Authorized Officer" means the City Administrator, the City Finance Director, the City Clerk, the Director of Public Works of the City or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in the Fiscal Agent Agreement as required to be undertaken by an Authorized Officer. "Bond Counsel" means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the fund by that name established by the Fiscal Agent Agreement. i A-1 "Bond Year" means the one-year period beginning on the anniversary of the Closing Date in each year and ending on the day prior to the anniversary date of the Closing Date in the following year except that the first Bond Year shall begin on the Closing Date. "Bonds" means the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds at any time Outstanding under the Fiscal Agent Agreement or any Supplemental Agreement. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "City" means the City of Huntington Beach,California,and any successor thereto. "Closing Date" means the date upon which there is a.physical delivery of the Bonds in exchange for the amount representing he purchase price of the Bonds by the Original Purchaser. "Code" means the Internal Revenue Coded 1986,as amended. "Cost of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization,sale and issuance of the Bonds,which items of expense shall include,but not be limited to,printing costs,costs of reproducing and binding documents,closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee,expenses incurred by the City in connection with the issuance of the Bonds and the establishment of the District, special tax consultant fees and expenses, preliminary engineering fees and expenses, Bond (underwriter's) discount, legal fees and charges, including bond counsel, and counsel to the financial consultant, financial consultant's fees, charges for execution, transportation and safekeeping of the Bonds and other costs,charges and fees in connection with the foregoing. "Cost of Issuance Fund" means. the fund by that name.established by the Fiscal Agent Agreement. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding.amounts scheduled.during such period which relate to principal which is'scheduled to be retired before the beginning of such period. "District" means.Community Facilities District No. 1990-1.(Goldenwest/Ellis Area) formed pursuant to the Resolution of Formation. A-2 `.`Federal Securities" means any of the following which are non-callable and which at,the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent: (i) Direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal.of and interest on which are directly or indirectly guaranteed by the United States of America, including,without limitation, such of the foregoing which are commonly referred to as"stripped"obligations and coupons;or (ii) Any of the following obligations of the following agencies of the United States of America: (i) direct'.obligations of the Export-Import,Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (v) project notes.issued,by the United States Department of Housing and Urban Development, and (vi) public housing notes and.bonds guaranteed by the United States of America. "Financial Consultant" means Rod Gunn ,Associates, Inc.; or such other independent financial.consulting firm .appointed by the District,to advise the District as to financial matters relating to the.Bonds-. . "Fiscal Agent" means the Fiscal Agent appointedlby the City and acting as.�an independent fiscal agent with the duties and powers provided in the Fiscal Agent Agreement, its successors and assigns, and any other corporation or association which may at any time be substituted.in,its place as provided in the Fiscal Agent Agreement. "Fiscal Agent Agreement" means the Agreement by that name approved by the Resolution of Issuance. "Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year,both dates inclusive. "Gross Proceeds" means the sum of the following amounts: .(i) original proceeds, namely,,net amounts-received by or for the City or the District as a result of the sale of the Bonds, excluding original proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (ii) investment proceeds, namely, amounts received at any time by or for the City or the District, such'as interest and dividends, resulting,from the investment of any original proceeds (as referenced in clause (i) above).or investment.proceeds (as referenced in this clause GW in Nonpurpose Investments, increased by any profits and decreased (if necessary, below zero) by any losses on such investments, excluding investment proceeds which become transferred proceeds (determined in accordance with applicable Regulations)of obligations issued to refund in whole or in part the Bonds; (iii) sinking fund proceeds, namely, amounts, other than original proceeds, )investment proceeds (as referenced in clause (ii) above) of the Bonds, which are held in the Bond Fund and any A-3 i other fund to the extent that the City reasonably expects to use such other fund to pay the Debt Service; (iv) amounts in the Reserve Fund and in any other fund established as a reasonably required reserve for the payment of Debt Service; (v) Investment Property pledged as security for payment of Debt service; (vi) Special Taxes and amounts, other than as specified in this definition, used to pay Debt Service;and (vii) amounts received as a result of investing amounts described in this definition. "Improvement Fund" means the fund by that name created by and held by the Fiscal Agent pursuant the Fiscal Agent Agreement. "Information Services" means Financial Information,Inc.'s "Daily Called Bond Service," 30 Montgomery Street, loth Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services'"Called Bond Service,"55 Broad Street, 28th Floor,New York, New York 10004; Moody's Investors Service "Municipal and Government," 99 Church Street, New York; New York 10007,Attention: Municipal News Reports;Standard& Poor's Corporation"Called Bond Record," 25 Broadway,Third Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Interest Payment Dates" means April 1 and October 1 of each year, commencing April 1, 1991. "Investment Agreement" means one or more agreements with respect to the investment of the proceeds of the Bonds recommended by the Financial Consultant to be entered into between the District and/or the Fiscal Agent and an entity or entities whose long-term debt (or claims-paying ability) is rated in either of the two highest(excluding any modifier) categories by Standard & Poor's Corporation or Moody's Investors Service,Inc. "Investment Earnings" means all interest earned and any gains and losses on the investment of moneys in any fund or account created by the Fiscal Agent Agreement. "Investment Property" means any security(as said term is defined in Section 165(g)(2)(A)or (B) of the Code), obligation, annuity contract or investment-type property, excluding, however, obligations (other than specified private activity bonds as defined in Section 57(e)(5)(6) of the Code) the interest on which is excluded from gross income under Section 103 of the Code for federal income tax purposes. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. A-4 "Nonpurpose Investment" means any Investment Property which is acquired with the Gross Proceeds of the Bonds and is not acquired in order to carry out the governmental purpose of the Bonds. "Original Purchaser". means the first purchaser of the Bonds from the City. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Ordinance" means any ordinance of the City levying the Special Taxes. "Outstanding", when used as of any particular time with reference to Bonds, means(subject to the provisions of the Fiscal Agent Agreement)all Bonds except: (i) Bonds theretofore canceled.by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of the Fiscal Agent Agreement;and (iii) Bonds in lieu of or in substitution,for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Fiscal Agent Agreement or any Supplemental Agreement. "Owner" or, "Bondowner" means any person who shall be the registered owner of any Outstanding Bond. "Permitted Investments" means (i) Federal Securities; (ii) obligations of states or of any political subdivision thereof, provided that the payment of principal thereof and interest thereon is fully secured by obligations described in(i)above; (iii) any of the following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act and stocks, bonds, debentures, participations or other obligations of or issued by the Federal National Mortgage.Association, the Student Loan Marketing Association, the Government National Mortgage- Association and the Federal Home Loan Mortgage Corporation; and bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development, with a member bank or banks of the Federal Reserve System; (iv) interest-bearing demand or time deposits (including certificates of deposit) in federal or State chartered savings and loan associations or in a federal or State banks (including the Fiscal A-5 Agent), provided that (a)-in the-case-of a savings and loan association, such demand or time deposits shall be fully insured by the Federal.Deposit Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in a Rating Category (as defined in the Fiscal Agent Agreement), and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in a Rating Category; (v) written repurchase agreements with any bank, savings institution or trust company (other than the Fiscal Agent) which is insured by the Federal Deposit Insurance Corporation,or with any broker-dealer with retail customers which falls under Securities Investors Protection Corporation protection, provided that such repurchase agreements are fully secured by Federal Securities or obligations of any agency of instrumentality of the United States of America and provided further that (a)such collateral is held by the Fiscal Agent or any agent acting solely for the Fiscal Agent during the term of such repurchase agreement, (b) such collateral is not subject to liens or claim's of third parties, (c) such collateral has a market value (determined at least.once every 14 days) at least equal to the amount invested in the repurchase-agreement, (d) the Fiscal Agent has a perfected first security interest in the collateral, (e) the agreement shall be for a term not longer than 270 days and (f) the failure to maintain such collateral at the level required in (c) above will require the Fiscal Agent.to liquidate the collateral; (vi) taxable money market fund portfolios restricted to obligations with maturities on one year or less issued or guaranteed as to payment of principal and interest by the full faith and credit of the United States of America and repurchase agreements collateralized by such obligations; (vii) commercial paper having original maturities of not more than 365 days and rated in a Rating Category; (viii) bankers acceptances rated in a Rating Category, endorsed and guaranteed by banks described in clause(v)of this definition;and (ix) obligations the interest on which is excluded from gross income for purposes of federal income taxation under Section 103 of the Code and which are rated in a Rating Category. "Principal Office" means the principal corporate-trust office of the Fiscal Agent at San Francisco,California or such other or additional offices as may be designated by the Fiscal Agent. "Private Business Use" means use directly or indirectly in a trade or business carried on by a natural person-or in any activity carried on by a person other than a natural person,•excluding, however, use by a governmental unit and use by a nongovernmental unit as a member of the general public. "Proceeds", when used with reference to the Bonds, means'the face amount of the Bonds,plus accrued interest sand premium,if any,less original issue discount and less proceeds from the sale of the Bonds deposited in the Reserve Fund. "Project" means the facilities more particularly described as such in the "Report"attached as Exhibit A to the Resolution of Formation. A-6 "Purchase Price", for the purpose of computation of the Yield of the Bonds, has the same meaning as the term"issue price"in Sections 1273(b)and 1274 of the Code,and,in general, means the initial offering price of the Bonds to the public (not including bond houses and brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds are sold or if the Bonds are privately placed,the price paid by the first buyer of the Bonds or the acquisition cost of the first buyer. The term "Purchase Price", for the purpose of computation of the Yield of Nonpurpose Investments, means the fair market value of the Nonpurpose Investments on the date of use of Gross Proceeds of the Bonds for acquisition thereof, or if later, ..on the date that Investment Property constituting a Nonpurpose Investment becomes a Nonpurpose Investment.of the Bonds. . . "Rating Category" means one of the two highest rating categories then in effect under the rating systems of Moody's Investors Service or Standard and Poor's Corporation, without regard to plus or minus sign or numerical or other qualifying designation. "Record Date" means the fifteenth (15th) day of the month next preceding the month of the applicable Interest Payment.Date. "Regulations" means temporary and permanent regulations promulgated under the Code., , "Reserve Fund" means the fund by that name established pursuant to the Fiscal Agent Agreement. ."Reserve Requirement means an-amount equal to .8% of the, initial aggregate principal amount of the Bonds. "Resolution" means Resolution No. 6147, adopted by the City Council of the City on June 25, 1990. "Resolution of Formation" means Resolution No. 6161 adopted by the City Council of the City on June 25, 1990. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax - (516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax - (312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex - (215) 496-5058; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Services" means the services more particularly described as such in the"Report" attached as Exhibit A to the Resolution of Formation. A-7. "Services Fund" means the fund by that name established pursuant to the Fiscal Agent Agreement. "Special Taxes" means the special taxes levied within the District pursuant to the Act, the Ordinance and Fiscal Agent Agreement. "Special Tax Revenues" means the proceeds of the Special Taxes received by the City, including any scheduled payments and any prepayments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest and penalties thereon. "Special Tax Fund" means the fund by that name established by the Fiscal Agent Agreement. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City under the Act and which agreement is amendatory of or supplemental to the Fiscal Agent Agreement,but only if and to the extent that such agreement is specifically authorized by the Fiscal Agent Agreement. "Treasurer" means the Finance Director of the City. "Yield" means that yield which, when used in computing the present worth of all payments of principal and interest (or other payments in the case of Nonpurpose Investments which require payments in a form not characterized as principal and interest)on a Nonpurpose Investment or on the Bonds,produces an amount equal to the Purchase Price of such Nonpurpose Investment or the Bonds, all computed as prescribed in the applicable Regulations. A-8 I r APPENDIX B SUPPLEMENTAL INFORMATION ON THE CITY OF HUNTINGTON BEACH The following .information concerning the City of Huntington Beach is presented as general background data. The Bonds are payable solely from Tax Revenues as described in the Official Statement. The Bonds are not an obligation of the City of Huntington Beach, and the taxing power of the City is not pledged to the payment of the Bonds. General The City of Huntington Beach encompasses 27 square miles and is located in western Orange County. -It is approximately 19 miles south of Los Angeles,Civic Center. Neighboring communities include.Seal Beach,Newport Beach,Westminster and Fountain Valley. Transportation The San Diego Freeway (Interstate 405), a major north-south corridor, passes through the northern end of the City. Within minutes of the City are the Newport Freeway (State Highway 55) a east-west highway to the east, and the San Gabriel River Freeway (Inters.tate 605), a north-south freeway west of the City. Bus service is provided by Orange County Rapid Transit District. There are bus service connections to the Southern California Rapid Transit District, including Park-and-Ride service to downtown Los Angeles. Air cargo and passenger flight services are provided at Los Angeles International Airport, 25 miles west, which is served by all-major airlines; Long Beach Airport, 5 miles west; and John Wayne Airport in Orange County,a twenty minute drive. All of these airports provide regional service. City Government The City,of Huntington Beach was incorporated as a charter city in 1909 and operates under the Council/Administrator form of government. The City is governed by a six-member council elected at large.for four-year alternating terms, with the Mayor being selected by the Council from amongst its members. All other offices, including those of City Administrator and City Attorney, are filled by appointments of the Council. Huntington Beach employs 400 full-time staff members and approximately 450 part-time workers. B-1 Community Facilities and Services The City of Huntington Beach provides its own police,fire,and.paramedic protection services. The City itself handles sewer and park maintenance,' and contracts out to private firms for water, trash collection,and street sweeping services. Educational services are provided by the Huntington Beach Unified School District. The district operates six elementary schools, two middle schools, three high schools a continuation school, and an adult education center in the City. Total enrollment in the district is 5,5-0 students. Health care service within the City-is provided by Within the City of Huntington Beach is a 300-acre park and children's fishing lake. . City Community Services operate 518 other park facilities with year-round activities for all ages. In addition,there is a system of bicycle and horse trails,fully developed and lighted athletic fields,and 18 hole disc golf course, a 316,710-volume City Library, and a civic theatre which houses the symphony orchestra, community theatre', and civic light opera. . Other attractions within the area include Disneyland, Knott's Berry Farm, the-Los Angeles Music Center,the Hollywood Bowl, and the Los Angeles County Art Museum. Regional recreational areas include beach resorts and mountain resorts. Population The City's population increased more than 47 percent between the 1970 and the 1980 U.S. Census periods. Total population at January 1, 1990 was estimated at 188,700 by the State Department of Finance, an increase of 18,195persons, or nearly 6.7percent over the 1980 U.S. Census, and 960 persons, or 0.51 percent over the 1989 Department of Finance estimate. The following table summarizes population growth between 1970 and 1989. POPULATION DATA City of Huntington Beach OrangeCounty State of California Annual Annual . Annual Percentage Percentage Percentage Year Population Increase Population Increase Population Increase 1970(l) 115,960 1,421,233 19,971,069 1980(1)' 170,505- 47.0%' 1,962,200 38.1%• 23,668,562 1.9% 1985(2) '180,068 5.6 2,088,347- 6.4 25,857,464 1.8 1986(2) 184,280 = 2.3 2,145,706 2.7 26,636,961 3.0 1987(2) 186,913 1.4 2,195,652 2.3 27,292;300' 2.5 1988(2) 187;740 0.4 2,238,721 1.9 28,018:710' 2.T 1989(2) 188,700 0.5 2,280,400 1.9 28,662,000 2.3 Source: (1) US'Census Bureau (2)Population Research Unit,State of California Department of Finance B-2 Personal Income Between 1985 and 1988 the City's growth in-median household effective buying income grew 12 percent compared.to 12.percent for the County, 13 percent for the State and 3 percent for the nation. The following table summarizes the total effective buying income and the median household effective buying income for the City,County,the State,and the nation for the years 1985 through-1988. CITY OF HUNTINGTON BEACH PERSONAL INCOME For the Years 1985 through 1988 Total Effective Median Household _ Buying Income Effective Year and Area (000's Omitted) Buying Income' 1985 City-of Huntington Beach $ 2,823,617 $ 35,247 Orange County 31,573,345 33,131 California 346,280,970 '26,557 United States 2,800,258,833 23,680 1986 City of Huntington Beach $ '3,090,555 $ 37,468 Orange County 34,579,535 35,181 California 380,811,129 28,227 United States 2,981,720,801 24,602 1987 City of Huntington Beach $ 3,346,366- $ 39,942 Orange County 38,057,151 37,532 California 426,008,347 30,537 United States 3,202,847,131. 25,888 1988 City of Huntington Beach $ 3,312,439 $ 39,512 Orange County. 38,034,417 37,096 California 426,174,001 30,088 United States 3,064,005,977 24,488 Source: S&MM(Sales and Marketing Management)Survey of Buying Power. B-3 As of October, 1988, the largest employers in the City of Huntington Beach are as follows: MANUFACTURING EMPLOYMENT.. Name of Company Employment Products '.McDonnell Douglas Astronautics,Inc. 8,000 Aerospace Weiser Lock 1,081 Locks and Door Hardward Cambro Manufacturing 507 Institutional Food Equipment Opto 22 120 Decorative Ceramics Zwick Energy Research 105 Aircraft& Oilfield Equipment California Fineblanking Corp. 100 Fineblanking Source: City of Huntington Beach,Economic Development Department. NON-MANUFACTURING EMPLOYMENT Name of Company Employment Type of Business So.California Gas Company 492 Utility Company James Lumber Company 325 Lumber Materials Western Assembly, Inc. 105 Electronic Assemblies Shipley's 104 Retail Clothing Sotre Dean Worldwide 100 International Freight Forwarding Source: City of Huntington Beach, Economic Development Department. B-5 Commercial Activity The volume of retail sales and total taxable transactions for Huntington Beach during the five years that ended December 31, 1988 and taxable transactions by type of business are shown below. CITY OF HUNTINGTON BEACH Total Taxable Transactions and Number of Sales Permits, 1984-1988 Total Retail %of Retail Taxable %of Issued Sales Increase/ Sales Transactions Increase/ Sales Year ( 00) (Decrease) Permits ( 000) (Decrease) Permits 1984 1,013,532 1,328 1,202,802 5,537 1985 1,137,845 12.3% 1,335 1,348,247 12.09% 5,656 1986 1,212,666 6.57% 1,411 1,455,290 7.94% 6,041 1987 1,277,401 5.33% 1,517 1,544,775 6.15% 6,263 1988 1,229,134 (3.93%) 1,593 1,521,594 (1.52%) 6,314 Source: State of California,State Board of Equalization,Taxable Sales in California. CITY OF HUNTINGTON BEACH Taxable Transactions by Type of Business, 1984-1988 (In Thousands of Dollars) Increase/ Type 1984 1985 1986 1987 1988 (Decrease) Retail Stores Apparel 30,496 37,978 41,452 45,412 46,385 52.1% General Merchandise 141,377 149,896 153,399 165,496 160,673 13.7% Drug Stores 21,748 22,299 22,448 22,087 22,510 3.5% Food Stores 93,086 97,239 99,277 85,060 81,459 (12.5%) Packaged Liquor Stores 15,084 13,947 15,145 19,323 17,772 17.8% Eating/Drinking Places113,622 121,687 130,540 136,593 140,423 23.6% Home Furnishings and Appliances 70,698 74,661 80,084 88,584 102,604 45.1% Building Materials and Farm Implements 115,825 144,852 185,983 190,306 168,441 45.4% Auto Dealers/ Suppliers 211,872 250,023 271,924 271,355 298,636 40.9% Service Stations 94,632 97,098 96,245 133,407 # N/A Other Retail Stores 105,092 126,165 116,169 119,778 #190,231 81.0% Total Retail Stores1,013,532 1,137,845 1,212,666 1,277,401 1,229,134 21.3% All Other Outlets 119,270 210,402 242,624 267,374 292,460 145.0% Total All Outlets 1,212,802 1,348,247 1,455,290 1,544,775 1,521,594 25.5% Source: State of California,State Board of Equalization,Taxable Sales in California. # Sales omitted because their publication would result in disclosure of confidential information. This total is included in"Other Retail Stores"category. B-6 r The following are the ten largest sales tax payers and their percentage of total sales tax collected in the City of Huntington Beach for calendar year 1988. CITY OF HUNTINGTON BEACH Schedule of Principal Sales Tax Payers For Calendar Year"1988 Rank Taxpayer %of Total 1 James Lumber Company 3.29% 2 Friendly Fort Sales 2.76 3 Mervyn's 2.57 4 Reliable Wholesale Lumber 2.39 5 Broadway Department Stores 1.81 6 JC Penney Company, Inc. 1.73 7 B.W. Randall Lumber Co.,Inc. 1.66 8 Dellillo Chevrolet 1.64 9 Huntington Jeep Eagle,Inc. 1.58 10 Roger Miller Honda 1.56 Source: City of Huntington Beach,Finance Department. Building Activity The following chart summarizes the building permit valuations for Huntington Beach for the five-year period from 1985 to 1989. CITY OF HUNTINGTON BEACH BUILDING ACTIVITY AND VALUATION 1985- 1989 (Valuation in Thousands of Dollars) 1985(i) 1986(i) 1987(2) 1988(2) 1989(2) Residential New Single-Family $ 25,641 $ 43,816 $ 51,053 $141,741 $ 37,369 New Multi-Family 26,155 32,759 32,431 40,965 22,852 Additions,alterations 6,067 8,710 10,143 10,762 12,926 . Total Residential $ 57,863 $ 85,285 $ 93,627 $193,468 $ 73,146 Non-Residential$ New Commercial $ 46,201 $ 32,501 $ 7,263 $ 27,489 $ 31,674 New Industrial 18,125 11,553 12,407 5,350 3,841 Other 4,132 30,78 3,071 4,643 3,681 Addition,alterations 14,644 15,730 19,087 12,453 16,275 Total Non-Residential $ 83,102 $ 62,863 $ 41,828 $ 49,936 $ 55,471 Total $140,965 $148,148 $135,455 $243,403 $128,618 Percentage Increase/ (Decrease) 5% (9%) 79.7% (89.2%) No.of New Dwelling Units Single-dwelling 231 383 402 865 225 Multi-dwelling 647 595 564 544 267 Total New Units 878 978 966 1,409 492 Source: (I)Security Pacific National Bank, "California Construction Trends" (2)Ecomonic Sciences Corporation, "California Building Permit Activity" B-7 $2,400,000 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) 1990 SPECIAL TAX BONDS PURCHASE CONTRACT July 24, 1990 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Sirs: Chilton & O'Connor,Inc. (the "Underwriter"), acting not as a fiduciary or agent for you, but on our own behalf, offers to enter into this Purchase Contract with the City of Huntington Beach, Huntington Beach, California (the "City"), subject to your acceptance within 24 hours on the date hereof. 1. Introductory. The City is authorized to issue the above indicated principal amount of its 1990 Special Tax Bonds (the `Bonds"), pursuant to the Mello- Roos Community Facilities Act of 1982, as amended, constituting Sections 53311 et seq. of the California Government Code (the "Act"). The Bonds will be issued and secured under a fiscal agent agreement dated as of June 1, 1990 (the "Fiscal Agent Agreement"), between the City and Bank of America National Trust and Savings Association, San Francisco, California, as fiscal agent (the "Fiscal Agent"). The Bonds will mature on the dates and in the amounts and will bear interest at the rates shown on Schedule I hereto. 2. Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, the Bonds at a purchase price of 98.25% of the aggregate principal amount thereof plus accrued interest thereon (calculated on the basis of a 360-day year) to the Closing Date, less an original issue discount of$9,750. The City will deliver the Bonds to the Underwriter for the account of the Underwriter in definitive form against payment of the purchase price therefor by check or checks payable in federal funds at the office of Jones Hall Hill & White, A 1 Professional Law Corporation, San Francisco, California, at 10:00 a.m., California time, on August 9, 1990, or at such other time not later than seven business days thereafter as the Underwriter and the City shall mutually agree upon (such time being hereinafter referred to as the "Closing Date"). The Bonds to be delivered will be delivered in definitive fully registered form, with CUSIP numbers imprinted thereon, in such denominations and registered in such names as the Underwriter requests by written notice to the City and the Fiscal Agent not less than five business days prior to the Closing Date and will be made available for checking and packaging at least 24 hours prior to the Closing Date. 3. Delivery of Official Statement. At the time of the acceptance of this Bond Purchase Agreement by the City (or such later date as the Underwriter may consent to), the City shall deliver to the Underwriter for review copies of the Official Statement relating to the Bonds, substantially in the form attached hereto (which, including all appendices, thereto, and with such changes therein and supplements thereto as are consented to by the Underwriter, is referred to as the "Preliminary Official Statement"). The City hereby ratifies the use of the Preliminary Official Statement by the Underwriter in the marketing of the Bonds. The Preliminary Official Statement shall be final as of the date of such review, except for final information as to the offering prices, interest rates, selling compensation, amount of proceeds, delivery dates, other terms depending on such factors, and other information permitted to be omitted under Rule 15c2-12(b)(2) under the Securities Exchange Act of 1934, as amended. The City shall provide to the Underwriter, within seven business days following the date hereof, a quantity of final Official Statements, including such final information listed in the previous sentence (the "final Official Statement") adequate to enable the Underwriter to meet the continuing obligations imposed on it by Rule 15c2-12 under the Securities Exchange Act of 1934; provided that the Underwriter shall have advised the City of such quantity within two business days following the date hereof. 4. Offering of Bonds. The Underwriter agrees to make an initial offering of the Bonds at the initial offering prices (or yields) set forth on the Schedule I. Following the initial offering, the offering prices (or yields) may be changed from time to time by the Underwriter. The Bonds may be offered and sold to certain underwriters (including the Underwriter and other broker/dealers depositing such Bonds into investment trusts) at prices lower than such initial offering prices. 5. Financingr Consultant. In connection with the issuance of the Bonds, the City under separate contract has engaged Rod Gunn Associates, Inc., Seal Beach, California, to serve as its financing consultant(the"Financing Consultant") to assist the City in preparing the City's Preliminary Official Statement and its Official Statement relating to the issuance and offering of the Bonds (the "Preliminary Official Statement" and the "Official Statement") and in developing the financial feasibility of the City's program and the financial structure of the Bonds. The Financing Consultant has not been engaged by the City in connection with the selling of the Bonds. 2 1� 6. Authorization. The City authorizes the Underwriter to use the Fiscal Agent Agreement, the Preliminary Official Statement heretofore made available to the Underwriter and the Official Statement, including any supplements or amendments thereto, in connection with the offer and sale of the Bonds. The City authorizes all changes and modifications to the Preliminary Official Statement in preparation of the Official Statement as are approved by the Financing Consultant and Bond Counsel. 7. Representations and Warranties. The City represents and warrants to the Underwriter and the Financing Consultant that: (a) The City is a municipal corporation and a public body corporate and politic of the State of California(the "State") and has full legal right, power and authority (i) to enter into this Purchase Contract, (ii) to issue, sell and deliver the Bonds as provided herein, and (iii) to carry out the transactions contemplated by this Purchase Contract, the Fiscal Agent Agreement and the Official Statement, as they may be amended or supplemented from time to time by the City; (b) To the best of its knowledge, the Official Statement (including the statistical and other financial data included therein) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; (c) By official action of the City prior to or concurrently with the acceptance hereof, the City has authorized and approved the Preliminary Official Statement and the Official Statement, has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the Fiscal Agent Agreement, the Bonds and this Purchase Contract; (d) The City is not in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would have a material adverse effect on the transactions contemplated by this Purchase Contract; and the execution and delivery of the Bonds, the Fiscal Agent Agreement and this Purchase Contract, and compliance by the City with the provisions of each thereof, will not conflict with or constitute a breach of default under any law, administrative regulation,judgment, decree, loan agreement, not, resolution, agreement or other instrument to which the City is a party or is otherwise subject; 3 (e) All approvals, consents and orders of any governmental authority, board, city or commission having jurisdiction which would constitute a condition precedent to the performance by the City of its obligations hereunder and under the Fiscal Agent Agreement and the Bonds have been obtained; (f) There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body pending or, to the knowledge of the City, threatened against the City affecting the existence of the City or the titles of its officials to their respective offices, or the pledge of revenues or assets of the City pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Fiscal Agent Agreement or this Purchase Contract, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the City or its authority for the issuance of the Bonds,or the execution and delivery of this Purchase Contract or the Fiscal Agent Agreement nor, to the knowledge of the City, is there any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of the Bonds,the Fiscal Agent Agreement or this Purchase Contract; (g) The Bonds and the Fiscal Agent Agreement conform to the descriptions thereof contained in the Official Statement, and the Bonds, when issued, authenticated and delivered in accordance with the Fiscal Agent Agreement and sold to the Underwriter as provided herein, will be validly issued and outstanding limited obligations of the City entitled to the benefits of the Fiscal Agent Agreement; and (h) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon. Any certificate signed by an authorized official of the City and delivered to the Underwriter and the Financing Consultant shall be deemed a representation and warranty by the City to the Underwriter and the Financing Consultant as to the statements made therein. 8. Covenants. The City covenants with the Underwriter and for the benefit of the Financing Consultant that: (a) If between the date of this Purchase Contract and the date 60 days following the Closing Date an event occurs affecting the City or the Program which would cause the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter and the Financing Consultant and, if in the opinion of the City, the Financing Consultant, or the 4 Underwriter such event requires an amendment or supplement of the Official Statement, the City will amend or supplement the Official Statement in a form and in a manner collectively approved by the City, the Financing Consultant, and the Underwriter. (b) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, that the City shall not be required to register as a dealer or broker in any such state or jurisdiction or consent to service of process therein. 9. Conditions to Obligations of Underwriter. The obligation of the Underwriter to purchase and pay for the Bonds will be subject to the accuracy of the representations and warranties of the City herein, to the accuracy of statements to be made on behalf of the City hereunder, to the performance by the City of its obligations hereunder and to the following additional conditions precedent: (a) At the Closing Date, the Fiscal Agent Agreement and all official action of the City relating thereto shall be in full force and effect and shall not have been amended,modified or supplemented, and the Official Statement shall have been executed and shall not have been amended or supplemented, except as may have been agreed to by the Underwriter and Financing Consultant; (b) At the Closing Date the City shall have received (i) an approving opinion of Jones Hall Hill & White, A Professional Law Corporation, Bond Counsel to the City to the effect that the Bonds are valid and binding limited obligations of the City enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and to the exercise of judicial discretion in accordance with general principles of equity and that under existing law, interest on the Bonds is excluded from gross income for purposes of income taxation by the United States of America and is not an item of tax preference for purposes of the alternative minimum tax imposed by the United States on individuals and corporations subject to the qualifications described under "Tax Exemption" in the Official Statement and is exempt from State of California personal income taxes and (ii) a supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, in substantially for from attached hereto as Exhibit A. (c) The Underwriter and the Financing Consultant shall have received opinions, dated the Closing Date and addressed to the Underwriter and the Financing Consultant, of counsel to the City in substantially the form attached hereto as Exhibit B. 5 (d) The Underwriter and the Financing Consultant shall have received a certificate, dated the Closing Date and signed by an authorized officer of the Fiscal Agent, to the effect that: (i) he is an authorized officer of the Fiscal Agent; (ii) the duties and obligations of the Fiscal Agent under the Fiscal Agent Agreement have been duly accepted by the Fiscal Agent; (iii) the Fiscal Agent has all necessary corporate and trust powers required to carry out the Fiscal Agent Agreement; and (iv) to the best of his knowledge, the acceptance by the Fiscal Agent of the duties and obligations of the Fiscal Agent under the Fiscal Agent Agreement and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or other instrument to which the Fiscal Agent is subject. (e) The Underwriter and the Financing Consultant shall have received a certificate, dated the Closing Date and signed by an appropriate official of the City, to the effect that the City has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Fiscal Agent Agreement and this Purchase Contract at or prior to the Closing Date and the representations and warranties of the City contained herein are true and correct as of the Closing Date. (f) The Underwriter and the Financing Consultant shall have received evidence that the City has property filed Form 8038 with the Internal Revenue Service pursuant to Section 149 of the Internal Revenue Code of 1986. (g) The Underwriter and the Financing Consultant shall have received a certificate dated the Closing Date and signed by an appropriate officer of The Dahl Company (the "Developer") to the effect that the information in the Official Statement with respect to the project proposed to be constructed by such Developer in the District does not contain an untrue statement of a material fact or omit to state a fact necessary in order to make the statements made therein in light of the circumstances under which they were made, not misleading. All of the opinions,letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter and the Financing Consultant. 10. Conditions to the Oblizations of the City. The obligations of the City to sell the Bonds shall be subject to, at the option of the City,the following conditions: (a) No order, decree, injunction, ruling or regulation of any court shall have been issued, nor shall any legislation have been enacted, with the purpose or effect or prohibiting the issuance, offering or sale of the Bonds as contemplated hereby or by the Official Statement. 6 (b) The documents contemplated by Section 9 (b), (c), (d), (e), (g) and (h) of this Purchase Contract shall have been delivered,except as may be waived by the Financing Consultant. (c) The Developer shall have executed and delivered an acquisition agreement substantially in the form heretofore prepared by Jones Hall Hill & White, A Professional Law Corporation, with such changes therein as shall be reasonably acceptable to the City. 11. Termination. The Underwriter may terminate its obligations hereunder by written notice to the City if, at any time subsequent to the date hereof and on or prior to the Closing Date: (a) (i) Legislation shall have been enacted by the Congress, or recommended to the Congress for passage by the President of the United States or the U.S. Department of the Treasury or the Internal Revenue Service or any member of the United States Congress, or favorably reported for passage to either House of the Congress by any Committee of such House to which such legislation has been referred for consideration,or (ii) a decision shall have been rendered by a court established under Article III of the Constitution of the United States, or the United States Tax Court, or (iii) an order, ruling, regulation or communication (including a press release) shall have been issued by the Treasury Department of the United States or the Internal Revenue Service, in each case referred to in clauses (i), (ii) and (iii), with the purpose or effect, directly or indirectly, of including in gross income for federal income tax purposes the interest to be received by any owners of the Bonds. (b) Legislation shall have been enacted or any action taken by the Securities and Exchange Commission which has the effect or requiring the offer or sale of the Bonds to be registered under the Securities Act of 1933 or the Fiscal Agent Agreement to be qualified as an indenture under the Trust Indenture Act of 1939. (c) (i) In the Underwriter's reasonable judgment, the market price of the Bonds is adversely affected because: (a) additional material restrictions not in force as of the effective date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (b) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (c) a general banking moratorium shall have been established by Federal, New York or California authorities; or (d) a war involving the United States of America shall have been declared or any conflict involving the armed forces of the United 7 States of America shall have escalated to-such-a magnitude as to materially affect the Underwriter's ability to market the Bonds; (ii) there shall have occurred any change or any development in, or affecting particularly, the economy of the City generally which, in the Underwriter's reasonable judgment with the concurrence of the Financing Consultant, materially impairs the investment quality of the Bonds; or (iii) any litigation shall be instituted, pending or threatened to restrain or enjoin the issuance or sale of the Bonds or in any way contesting or affecting any authority for or the validity of the Bonds, or the existence or powers of the City. 12. Expenses. (a) Whether or not a closing shall take place hereunder, the Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid but only out of Bond proceeds or from moneys deposited with the City by the Developer, any expenses incident to the performance of the City's obligations hereunder, including, but not limited to, the cost of printing and/or duplicating the Bonds, the Preliminary Official Statement, the Official Statement, the fees and expenses of Bond Counsel and the Financing Consultant, the fees and expenses, if any, of the Fiscal Agent, and the fees and expenses, if any, of any other counsel, consultants, accountants or other experts retained by the City in connection with the issuance and sale of the Bonds, subject to the terms of any agreement among such parties. (b) The Underwriter shall pay its own expenses, including all advertising expenses incurred in connection with the public offering of the Bonds and the fees and expenses of its counsel. 13. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the City at its address set forth above, Attention: Robert Franz, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Chilton & O'Connor, Inc., 1901 Avenue of the Stars, Suite 1400, Los Angeles, California 90067, Attention: James K. Chilton, Jr., and any notice or other written communication to be given to the Financing Consultant under this Purchase Contract may be given by delivering notice to Rod Gunn Associates, Inc., 3010 Old Ranch Parkway, Suite 330, Seal Beach, California 90740,Attention: Rod Gunn. 14. Successors. This Purchase Contract is made solely for the benefit of the City and the Underwriter(including its successors or assigns) and no other person shall acquire or have any right hereunder or by virtue hereof except as expressly provided herein with respect to the Financing Consultant. The representations, warranties, and agreements contained herein shall remain operative and in full force and effect and shall survive deliver of and payment for the Bonds hereunder, regardless of any investigation made by or on behalf of the Underwriter. 8 15. Governing Law. This Purchase Contract shall be governed by the laws of the State of California. 16. Effectiveness. This Purchase Contract shall become effective upon the execution of the acceptance hereof by the City. Very truly yours, CHILTO & O'CONNOR, INC. By: Accepted: CITY OF HUNTINGTON BEACH By: 9 SCHEDULE I MATURITIES, PRINCIPAL AMOUNTS AND INTEREST RATES Maturity Principal Interest Dates Amounts Rates Price 1992 $ 25,000 6.35% 100% 1993 25,000 6.50 100% 1994 30,000 6.60 100% 1995 30,000 6.70 100% 1996 30,000 6.85 100% 1997 35,000 6.95 100% 1998 40,000 7.10 100% 1999 40,000 7.15 100% 2000 45,000 7.25 100% 2001 45,000 7.30 100% 2002 50,000 7.35 100% 2003 55,000 7.40 100% 2020 $1,950,000 7.60% 99.50% EXHIBIT A.- . Letterhead of BOND COUNSEL (Closing Date) Chilton & O'Connor,Inc. Los Angeles, California $2,400,000 CITY OF HUNTINGTON BEACH, CALIFORNIA COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) 1990 SPECIAL TAX BONDS Dear Sirs: On the date hereof we rendered to the City of Huntington Beach (the"City"), an opinion approving the validity of$2,875,000 aggregate principal amount of the above mentioned Bonds (the "Bonds"), issued pursuant to Sections 53311 et seq. of the California Government Code (the "Act"), and a Fiscal Agent Agreement dated as of June 1, 1990 (the "Fiscal Agent Agreement"), between the City and Bank of America National Trust and Savings Association, San Francisco, California, as Fiscal Agent. You are authorized to rely upon said opinion as if it was addressed to you. In that connection, we have examined the Constitution and the laws of the State of California, a certified record of the proceedings of the City taken in connection with the formation of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), the authorization of the issuance of the Bonds, the levy of a special tax to provide for the payment of the Bonds and the fixing of an appropriations limit for the District and the authorization and issuance of the Bonds, and such other information and documents as we consider necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Fiscal Agent Agreement and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on the.foregoing,in our opinion: A-1 (i) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. GO The statements contained in the Official Statement for the Bonds under the captions"THE BONDS"(other than the subheading"Scheduled Debt Service" thereunder), "THE FISCAL AGENT AGREEMENT", and "CONCLUDING INFORMATION - Tax Matters", insofar as such statements purport to summarize certain provisions of the Fiscal Agent Agreement and the Bonds and the status of interest on the Bonds for purposes of California and Federal income taxes, present a fair and accurate summary of such provisions. Based on our participation in the preparation of the Official Statement as Bond Counsel and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, we have no reason to believe that the Official Statement, as of its date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading in any material respect (except for the statistical and other financial data included therein, and any information under the heading "THE DEVELOPMENT" or in Appendix B thereto, as to which we express no view). Very truly yours, A-2 EXHIBIT B ' -. Letterhead of COUNSEL TO THE CITY (Closing Date) Rod Gunn Associates,Inc. Seal Beach, California Chilton &O'Connor,Inc. Los Angeles, California $2,400,000 CITY OF HUNTINGTON BEACH, CALIFORNIA COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) SPECIAL TAX BONDS 1990 SERIES A Dear Sirs: We have acted as counsel to the City of Huntington Beach, Huntington Beach, California (the "City"), in connection with its sale to you of the above-mentioned Bonds (the "Bonds"). The Bonds are being issued pursuant to a Fiscal Agent Agreement dated as of June 1, 1990 (the "Fiscal Agent Agreement"), between the City and Bank of America National Trust and Savings Association, San Francisco, California, as Fiscal Agent. In that connection, we have examined originals or copies certified or otherwise identified to my satisfaction of: (to be completed) Based on the foregoing,in our opinion: (i) The City is a duly created and lawfully existing general law City. (ii) The Purchase Contract has been duly authorized, executed and delivered by the City and constitutes a valid, legal and binding agreement of the City enforceable in accordance with its terms. B-1 (iii) Except as disclosed in the Official Statement, to the best of my knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory City against the City or the District affecting their existence or the titles of their respective officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or in any way questioning or affecting the validity or enforceability of the Bonds, the Resolution of Issuance, the Fiscal Agent Agreement, or any other applicable agreements or any action of the City or the District contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official Statement or any amendment or supplement thereto, or contesting the powers of the City or the District or other authority with respect to the Bonds or any action of the City or the District contemplated by any of said documents. Based on our review as Counsel to the City of the Official Statement,we have no reason to believe that the Official Statement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (except that no opinion is expressed with respect to the statistical and other financial data included therein). Very truly yours, B-2 18019.30 JIUIVI:PJT:se( 07%35.'90 J7647 08/05.190 FISCAL AGENT AGREEMENT by and between CITY OF HUNTINGTON BEACH and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Fiscal Agent Dated as of June 1, 1990 Relating to City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds TABLE OF CONTENTS P ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement..... .................... ..............................3 Section 1.02. Agreement for Benefit of Bondowners. ............................................3 Section 1.03. Definitions..... .........................................................................3 ARTICLE II THE BONDS Section 2.01. Principal Amount; Designation.......................................................9 Section 2.02. Terms of Bonds........................................................................9 Section 2.03. Redemption...........................................:................................. 10 Section 2.04. Form of Bonds......................................................................... 12 Section 2.05. Execution of Bonds.................................................................... 12 Section 2.06. . Transfer of Bonds...................................................................... 13 Section 2.07. Exchange of Bonds............................................:....................... 13 Section 2.08. Bond Register..... ..................................................................... 13 Section 2.09. . Temporary Bonds...................................................................... 13 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen........................................ 14 Section 2.11. Limited Obligation..... ................................................................ 14 Section 2.12 Book-Entry Only Sysytem............................................................ 14 Section 2.13 No Additional Bonds................................................................... 15 ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Delivery of Bonds...................................................... 16 Section 3.02. Application of Proceeds of Sale of Bonds..... ..................................... 16 Section 3.03. Improvement Fund..................................................................... 16 Section 3.04. Special Tax Fund....................................................................... 17 Section 3.05. Administrative Expense Fund..... ................................................... 17 Section 3.06. Costs of Issuance Fund..... .......................................................... 18 Section 3.07. Validity of Bonds..... ................................................................. 18 -i- ARTICLE IV SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND Section 4.01. Pledge of Special Tax Revenues..... ................................................20 Section 4.02. Bond Fund..............................................................................20 Section 4.03. Reserve Fund...........................................................................21 ARTICLE V OTHER COVENANTS OF THE CITY Section 5.01. Punctual Payment......................................................................22 Section 5.02. Limited Obligation..... ................................................................22 Section 5.03. Extension of Time for Payment..... ..................................................22 Section 5.04. Against Encumbrances..... ...... ....................................................22 Section 5.05. Books and Records....................................................................22 Section 5.06. Protection of Security and Rights of Owners.......................................22 Section 5.07. Compliance with Law, Completion of Project......................................23 Section 5.09. Private Business Use Limitation..... ................................................23 Section 5.09. Private Loan Limitation................................................................23 Section 5.10. Collection of Special Tax Revenues..... ............................................23 Section 5.11. Further Assurances..... ...............................................................24 Section 5.12. No Arbitrage............................................................................24 Section 5.13. Federal Guarantee Prohibition........................................................24 Section 5.14. Compliance with the Code.............................................................24 Section 5.15. Covenant to Foreclose.................................................................24 ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds.......................................25 Section 6.02. Rebate of Excess Investment Earnings to the United States..... .................25 Section 6.03. Limited Obligation..... ................................................................26 Section 6.04. Liability of City.........................................................................26 Section 6.05. Employment of Agents by City 26 -ll- ARTICLE VII THE FISCAL AGENT Section 7.01. Appointment of Fiscal Agent..... ....................................................28 Section 7.02. Liability of Fiscal Agent...............................................................28 Section7.03. Information..... ........................................................................29 Section 7.04. Notice to Fiscal Agent.................................................................29 Section 7.05. Compensation, Indemnification......................................................30 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted.................................................................31 Section 8.02. Owners' Meetings.......................................................................31 Section 8.03. Procedure for Amendment with Written Consent of Owners.....................31 Section 8.04. Disqualified Bonds.....................................................................32 Section 8.05. Effect of Supplemental Agreement...................................................32 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments..............32 Section 8.07. Amendatory Endorsement of Bonds.................................................33 ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties..... ......................................34 Section 9.02. Successor is Deemed Included in All References to Predecessor..... ...........34 Section 9.03. Discharge of Agreement...............................................................34 .................... Section 9.04. Execution of Documents and Proof of Ownership by Owners...................35 Section 9.05. Waiver of Personal Liability..........................................................35 Section 9.06. Notices to and Demands on City and Fiscal Agent.................................35 Section 9.07. Partial Invalidity.........................................................................35 Section 9.08. Unclaimed Moneys..... ...............................................................36 Section 9.09. Applicable Law.........................................................................36 Section 9.10. Conflict with Act.......................................................................36 Section 9.11. Conclusive Evidence of Regularity..... .............................................36 Section 9.12. Payment on Business Day..... .......................................................36 Section 9.13. Counterparts............................................................................36 EXHIBIT A-FORM OF BOND -iii- FISCAL AGENT AGREEMENT THIS FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as of June 1, 1990, by and between the City of Huntington Beach, California, a municipal corporation, organized and existing under and by virtue of the Constitution and laws of the State of California (the "City") for and on behalf of the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), and Bank of America National Trust and Savings Association, a national banking association, duly organized and existing under the laws of the United States of America with its principal corporate trust office located in Los Angeles, as fiscal agent (the "Fiscal Agent"), WITNESSETH: WHEREAS, the City Council of the City has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the California Government Code) (the "Act") and Resolution No.6161 of the City Council adopted on June 18, 1990; WHEREAS, the City Council, as the legislative.body with respect to the District, is authorized under the Act to levy special taxes to pay for the costs of facilities and services within the District and to authorize the issuance of bonds secured by said special taxes under the Act; WHEREAS, under the provisions of the Act, on July 2, 1990, the City Council of the City adopted its Resolution No. 6174 (the 'Resolution"), which resolution, among other matters, authorized the issuance of the City of Huntington Beach,Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds (the "Bonds") in the aggregate principal amount of not to exceed $2,500,000 upon the security of the unpaid special taxes and provided-that said issuance would be in accordance with the Act and this Agreement, and authorized the execution hereof, WHEREAS, it is in the public interest and for the benefit of the City, the District, the persons responsible for the payment of special taxes and the owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds,the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when authenticated by the City for the District and issued as in the Act,the Resolution and this Agreement provided, to be legal,valid and binding and special obligations of the City for the District in accordance with their terms,and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization,.execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: -1- ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution. Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference,priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent. Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall,for all purposes of this Agreement,of any Supplemental Agreement,and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein," "hereof," "hereunder"and other words of similar import refer to this Agreement as a whole and not to any particular Article,Section or subdivision hereof. "Acquisition Agreement" means the Acquisition Agreement, dated as of July 19 1990, between the City and David D. Dahl. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code. "Administrative Expenses" means any or all of the following: the fees and expenses of the Fiscal Agent (including any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto, and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the discharge of their respective duties hereunder and,in the case of the City,in any way related to the administration of the District. "Administrative Expense Fund" means the fund by that name established by Section 3.05(A) hereof. "Agreement"means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii)the principal amount of the Outstanding Bonds due in such Bond Year. "Auditor"means the auditor-controller of the County of Orange. -2- "Authorized Officer" means the City Administrator, the City Finance Director, the City Clerk, the City Treasurer, the Director of Public Works of the City or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Bond Counsel" means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund"means the fund by that name established by Section 4.02(A) hereof. "Bond Year" means the one-year period beginning on the anniversary of the Closing Date in each year and ending on the day prior to the anniversary date of the Closing Date in the following year except that the first Bond Year shall begin on the Closing Date. "Bonds" means the City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds at any time Outstanding under this Agreement or any Supplemental Agreement. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "City"means the City of Huntington Beach, California, and any successor thereto. "Closing Date" means the date upon which there is a physical delivery of the Bonds in exchange for the-amount representing the purchase price of the Bonds by the Original Purchaser. ' "Code"means the Internal Revenue Code of 1986, as amended. "Cost of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the-authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in.connection with the issuance of the Bonds and the establishment of the District, special tax consultant fees and expenses, preliminary engineering fees and expenses, Bond (underwriter's) discount, legal fees and charges, including bond counsel, and counsel to the financial consultant, financial consultants' fees, charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing. "Cost of Issuance Fund" means the fund.by that name established by Section 3.06(A) hereof. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation,excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.12. "District" means City of Huntington Beach Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) formed pursuant to the Resolution of Formation. -3- "DTC" means the Depository Trust Company, New York, New York, and its successors and assigns. "Federal Securities" means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent: (i) direct general obligations of the United States of America(including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations,the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as "stripped"obligations and coupons; or (ii) any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) mortgage-backed bonds or pass- through obligations issued and guaranteed by the Government National Mortgage Association, (v) project notes issued by the United States Department of Housing and Urban Development, and (vi) public housing notes and bonds guaranteed by the United States of America. "Finance Director" means the Director of Finance of the City. "Fiscal'Agent" means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01. "Fiscal Year"means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. "Gross Proceeds" means the sum of the following amounts: (i) or proceeds, namely, net.amounts received by or for the City or the District as a result of the sale of the Bonds, excluding original proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (ii) investment proceeds, namely, amounts received at any time by or for the City or the District, such as interest and dividends,resulting from the investment of any original proceeds (as referenced in clause (i) above) or investment proceeds (as referenced in this clause (ii)) in Nonpurpose Investments, increased by any profits and decreased (if necessary, below zero) by any losses on such investments, excluding investment proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (iii) sinking fund proceeds, namely, amounts, other than original proceeds, investment proceeds (as referenced in clauses (i) above)of the Bonds, which are held in the Bond Fund and any other fund to the extent that the City reasonably expects to use such other fund to pay Debt Service; (iv) amounts in the Reserve Fund and in.any other fund established as a reasonably required reserve for payment of Debt Service; -4- (v) Investment Property pledged as security for payment of Debt Service; (vi) Special Taxes and amounts, other than as specified in this definition, used to pay Debt Service;and (vii) amounts received as a result of investing amounts described in this definition. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service", 30 Montgomery Street, loth Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service", 55 Broad Street, 28th Floor, New York, New York 10004; Moody's Investors Service "Municipal and Government", 99 Church Street, New York, New York 10007,Attention: Municipal News Reports; Standard &Poors Corporation "Called Bond Record", 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Improvement Fund" means the fund by that name created by and held by the Fiscal Agent pursuant to Section 3.03(A) hereof. "Interest Payment Dates" means April 1 and October 1 of each year, commencing April 1, 1991. "Investment Earnings" means all interest earned and any gains and losses on the investment of moneys in any fund or account created by this Agreement. "Investment Property" means any security (as said term. is. defined in Section .165(g)(2)(A) or (B) of the Code), obligation, annuity contract or investment-type property, excluding, however, obligations (other than specified private activity bonds as defined in section 57(e)(5)(6) of the Code)the interest on which is excluded from gross income under Section 103 of the Code for federal income tax purposes. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Nonpurpose Investment" means any Investment Property which is acquired with the Gross Proceeds of the Bonds and is not acquired in order to carry out the governmental purpose of the Bonds. "Original Purchaser" means the first purchaser of the Bonds from the City. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Ordinance"means any ordinance of the City levying the Special Taxes. "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; -5- (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Agreement or any Supplemental Agreement. "Owner" or "Bondowner" means any person who shall be the registered owner of any Outstanding Bond. "Permitted Investments" means (a) Federal Securities; (b) any of the following obligations or indebtedness issued or guaranteed by any of the following federal agencies and entities: (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates of the Federal Home Loan Mortgage Corporation; (iii) mortgage-backed securities or senior debt obligations of the . Federal National Mortgage Association; or(iv) senior debt obligations of the Student Loan Marketing Association; (c) interest-bearing demand or time deposits (including certificates of deposit) in federal or state chartered savings and loan associations or in national or state banks . (including the Fiscal Agent), provided that either: (i) such deposits shall be fully insured by the Federal Deposit Insurance Corporation, or (ii) the unsecured obligations of such association or bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in a Rating Category; (d) obligations issued by any corporation organized and operating within the United States of America having assets in excess of$500,000,000, which obligations are rated in a Rating Category; (e) commercial paper which is backed by a letter of credit or line of credit which is rated in a Rating Category; (f) money market funds the policy of which is to invest in Federal Securities; (g) bills of exchange or time drafts drawn'on and accepted by a commercial bank, otherwise known as bankers acceptances, which are eligible for purchase by the Federal Reserve System and the obligations of which commercial bank or the obligations of the holding company of which are rated in a Rating Category (h) obligations the interest on which is excluded from gross income for purposes of federal income taxation under Section 103 of the Code and which are rated in a Rating Category; and (i) investment agreements which are the obligations of, or which are secured or guaranteed by the obligations of, a financial institution whose long-term unsecured obligations are rated in a Rating Category. Notwithstanding the foregoing, banks, and savings and loan associations shall be required to secure deposits by pledging government securities with a value of 110 percent of the deposit,or by pledging first trust deed mortgage notes having a value of 150% of the total deposit. The -6- Treasurer, at his discretion, may waive the collateral requirement specified in the preceding } sentence for deposits which are fully insured by the Federal Deposit Insurance Corporation. "Principal Office": means the principal corporate trust office of the Fiscal Agent at 555 South Flower Street, 5th Floor, Los Angeles, California 90071 Attention: Corporate Trust Administration or such other or additional offices as may be designated by the Fiscal Agent; provided that, for purposes of the payment of debt service on the Bonds, "Principal Office"means .the principal corporate trust office of the Fiscal Agent at 55 Hawthorne Street, 10th Floor, San Francisco,CA 94104 Attention: Corporate Trust Department. "Private Business Use" means use directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a governmental unit and use by a nongovernmental unit as a member of the general public. "Proceeds" when used with reference to the Bonds, means the face amount of the Bonds, plus accrued interest and premium, if any, less original issue discount and less proceeds from the sale of the Bonds deposited in the Reserve Fund. "Project" means the facilities more particularly described as such in Exhibit A to the Resolution of Formation. "Purchase Price," for the purpose of computation of the Yield of the Bonds, has the same meaning as the term "issue price"in sections 1273(b) and 1274 of the Code, and, in general; means the initial offering price of the Bonds to the public (not including bond houses and brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers)at which price a substantial amount of the Bonds are sold or if the Bonds are privately placed, the price paid by the first buyer of the Bonds or the acquisition cost of the first buyer. The term "Purchase Price," for the purpose of computation of the Yield of Nonpurpose Investments, means the fair market value of the Nonpurpose Investments on the date of use of Gross Proceeds of the Bonds for acquisition thereof, or if later, on the date that Investment Property constituting a Nonpurpose Investment becomes a Nonpuipose Investment of the Bonds. "Rating Category" means one of the two highest rating categories then in effect under the rating systems of Moody's Investors Service or Standard and Poor's Corporation, without regard to plus or minus sign or numerical or other qualifying designation. "Record Date" means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date. "Regulations"means temporary and permanent regulations promulgated under the Code. "Reserve Fund" means the fund by that name established pursuant to Section 4.03(A) hereof. "Reserve Requirement" means an amount.equal to $192,000. "Resolution" means Resolution No. 6174, adopted by the City Council of the City on July 2, 1990. "Resolution of Formation" means Resolution No. 6161, adopted by the City Council on June 18, 1990. -7- "Resolution of Intention" means Resolution No. 6142, adopted by the City Council on May 7, 1990. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street,Chicago, Illinois 60605, Fax-(312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex-(215) 496- 5058; and, in accordance with the current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities'depositories as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Services" means the services more particularly described as such in Exhibit A to the Resolution of Formation. "Services Fund" means the fund by that name established by Section 3.07(A) hereof. "Special Taxes" means the special taxes levied within the District pursuant to the Act, the Ordinance and this Agreement. "Special Tax Revenues" means the proceeds of the Special Taxes received by the City, including any scheduled payments and any prepayments thereof,interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest and penalties thereon. "Special Tax Fund" means the fund by that name established by Section 3.04(A) hereof. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder. "Treasurer" means the City Treasurer. "Yield" means that yield which, when used in computing the present worth of all payments of principal and interest (or other payments in the case of Nonpurpose Investments which require payments in a form not characterized as principal and interest) on a Nonpurpose Investment or on the Bonds,produces an amount equal to the Purchase Price of such Nonpurpose Investment or the Bonds,all computed as prescribed in applicable Regulations. -8- ARTICLE II THE BONDS Section 2.01. Principal Amount: Designation. Bonds in the aggregate principal amount of Two Million Four Hundred Thousand Dollars ($2,400,000) are hereby authorized to be issued by the City for the District under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The Bonds shall be designated the "City of Huntington Beach, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds"and shall be secured by the Special Taxes. Section 2.02. Terms of Bonds. (A) Form: Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. Bonds shall be lettered and*numbered in a customary manner as determined by the Fiscal Agent. (B) Date of Bonds. The Bonds shall be dated August 1, 1990. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery,of and pay for the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City's-contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities. Interest Rates. The Bonds shall mature and become payable on October 1 of each year,and shall bear interest at the rates, as follows: Maturity Date Principal Interest (October 1) Amount Rate 1992 $25,000 6.35% 1993 25,000 6.50 1994 30,000 6.60 1995 30,000 6.70 1996 30,000 6.85 1997 35,000 6.95 1998 40,000 7.10 1999 40,000 7:15 2000 45,000 7.25 2001 45,000 7.30 2002 50,000 7.35 2003 55,000 7.40 2020 1,950,000 7.60 -9- (E) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360- day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or(ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or(iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from August 1, 1990; provided, however, that if at the time of authentication of a Bond,interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (F) Method of Pant. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check or draft of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon instructions of any Owner of$1,000,000 or more in aggregate principal amount of Bonds. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and issue a certificate of destruction thereof to the City. Section 2.03. Redem to ion. (A) Redemption Dates. (i) The Bonds maturing on and after October 1, 1998, are subject to redemption prior to their stated maturities on any Interest Payment Date on or after October 1, 1991, as a whole or in part, upon payment from any source of funds available for that purpose, including, but not limited to,prepayments of Special Taxes,at a redemption price (expressed as a percentage of the principal amount of Bonds to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Dates Redemption Prices October 1, 1997 or April 1, 1998 102.5% October 1, 1998 or April 1, 1999 102.0 October 1, 1999 or April 1, 2000 101.5 October 1, 2000 or April 1, 2001 101.0 October 1, 2001 or April 1, 2002 100.5 October 1,2002 and thereafter 100.0 (ii) The outstanding Bonds maturing on October 1, 2020 are subject to mandatory sinking payment redemption in part on October 1, 2004, and on each October 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: -10- Redemption Date (October 1) Sinking Payment 2004 $60,000 2005 65,000 2006 70,000 2007 75,000 2008 80,000 2009 85,000. 2010 90,000 2011 100,000 2012 105,000 2013 115,000 2014 125,000 2015 135,000 2016 145,000 2017 155,000 2018 170,000 2019 180,000 2020 195,000 (Maturity) The amounts in the foregoing table shall be reduced pro rata, in order to maintain substantially level debt service, as a result of any prior partial redemption of the Bonds pursuant to. Section 2.03(A)(i) above. In lieu of redemption under this Section 103(A)(ii),moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof,plus interest accrued to the date of purchase. (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent written notice of its intention to redeem Bonds pursuant to subsection (A)(i) not less than sixty(60) days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal gam. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. The Fiscal Agent, in addition to mailed notice, shall publish notice in a newspaper of general circulation circulated in the area of the District. The first such publication of the redemption notice shall not be less than 30 nor more than 60 days prior to the date fixed for redemption. -11- Such notice shall state the redemption date and the redemption price and,if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date. Upon the payment of the redemption price of Bonds being redeemed,each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the . CUSIP number identifying, by issue and maturity, of the Bonds being redeemed with the proceeds of such check or other transfer. Whenever provision is made in this Agreement for the redemption of less than all of the Bonds or any given portion thereof, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption, in inverse order of maturity and by lot within a maturity in any manner which the Fiscal Agent in its sole discretion shall deem appropriate and fair. Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (D) Effect of Redem tin. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price,and no interest shall accrue thereon on or after the redemption date specified in such notice. All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and issue a certificate of destruction thereof to the City. Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent's certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively,set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement,the Resolution and the Act. Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the facsimile signatures of its Mayor and City Clerk who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City. -12- Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A,executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated,registered and delivered hereunder and are entitled to the benefits of this Agreement. Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered,in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer,the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount. No transfers of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or(ii) with respect to a Bond after such Bond has been selected for redemption. Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or(ii) with respect to a Bond after such Bond has been selected for redemption. Section 2.08. Bond Reoisi ter. The Fiscal Agent will keep or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds (the 'Bond Register"), which books shall show the series number, date, amount, rate of interest and last known owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred,on said books, the ownership of the Bonds as hereinbefore provided. Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay.and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds.at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate,and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall -13- be entitled to the same benefits under to this Agreement as definitive Bonds authenticated and delivered hereunder. - Section 2.10. Bonds Mutilated. Lost. Destroyed or Stolen. If any Bond shall become mutilated, the City, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be cancelled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to the City. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given,the City, at the expense of the Owner, shall execute,and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost,destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement. Section 2.11. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall be special obligations of the City, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. Section 2.12. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed,authenticated,and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register(as defined in Section 2.08)kept by the Fiscal Agent for the Bonds in the name of Cede.&Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The Authorized Officers and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository's book-entry system, including the execution of the Depository's required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Fiscal Agent shall not have any responsibility or obligation to any broker- dealer,bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires as interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, the Fiscal Agent shall not have any responsibility or obligation with respect to (i) the accuracy of the records of DTC,Cede &Co., or,any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption or mandatory tender, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or(v) any consent given or other action taken by the Depository as Owner of the Bonds; except that so long as any Bond is registered in the -14- name of Cede & Co., as nominee of DTC, any' Beneficial Owner of $1,000,000 or more in aggregate principal amount of any-series of Bonds who has filed a written request to receive notices, containing such Beneficial Owner's name and address, with the Fiscal Agent shall be provided with all notices relating to such Bonds by the Fiscal Agent. Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on.such Bonds,for the purpose of giving notices of prepayment and other matters with respect to sbch Bonds, for the purpose of registering transfers with respect to such Bonds,and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery,by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.12 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City.may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book- entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository.willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest if the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Trustee in the name of Cede & Co., as-nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time,in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06,the Bonds will be delivered to such Beneficial Owners. Section 2.13. No Additional Bonds. No Bonds, other than as described in Section 2.01 and 3.01, are authorized to be issued hereunder. -15- ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the Bonds for the District in the aggregate principal amount set forth in Section 2.01 and deliver the Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the Resolution and this.Agreement, to authorize the payment of Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. Section 3.02. Application of Proceeds of Sale of Bonds. The proceeds of the purchase of the Bonds by the Original Purchaser shall be paid to the Fiscal Agent, who shall forthwith set aside,pay over and deposit such proceeds on the Closing Date as follows: (A) deposit in the Bond Fund $209,862.92, (being an amount equal to $3,997.39 with respect to the accrued interest paid on the Closing Date by the Original Purchaser and $205,865.53 with respect to capitalized interest on the Bonds); (B) deposit in the Reserve Fund $192,000.00 (an amount equal the Reserve Requirement); . (C)deposit in the Costs of Issuance Fund an amount equal to $223,904.47; and (D) deposit in the Improvement Fund $1,726,480.00, being the remaining proceeds of the Bonds paid on the Closing Date by the Original Purchaser. Section 3.03. Improvement Fund. (A) Establishment of Improvement Fund. There is hereby established as a separate account to be held by the Fiscal Agent, the Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds,Improvement Fund,to the credit of which a deposit shall be made as required by clause (D) of Section 3.02, and deposits shall be made as provided in Sections 4.02(C). Moneys in the Improvement Fund shall be held in trust by the Fiscal Agent for the benefit of the City and the Owners of the Bonds, shall be disbursed, except as otherwise provided in subsection (D) of this Section, for the payment or reimbursement of costs of the Project and, pending such disbursement;shall be subject to a lien in favor of the Owners of the Bonds. (B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate which shall: (i) set forth the amount required to be disbursed,the purpose for which the disbursement is to be made and the person to which the disbursement is to be paid; and (ii) certify that the disbursement is in accordance with the provisions of the Acquisition Agreement or is otherwise for a facility, and that no portion of the amount then being requested to be disbursed was set forth in any Officer's Certificate previously filed requesting disbursement. -16- (C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from such. investment and deposit shall be transferred by the Fiscal Agent on each Interest Payment Date to the Bond Fund, to be used for the purposes of such fund. (D) Closing of Fund. Upon the filing of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of debt service on the Bonds in accordance with Section 4.02, and the . Improvement Fund shall be closed. Section 3.04. Special Tax Fund. (A) Establishment of Special Tax Fund. There is hereby established as a separate account to be held by the Finance Director, the Community Facilities District No. 1990-1 (Goldenwest/Ellis Area), Special Tax Fund to the credit of which the City shall deposit, immediately upon receipt, all Special Tax Revenue received by the City and any amounts required by Section 3.05 (B) or 3.07 (B) to be deposited therein. Moneys in the Special Tax Fund shall be held in trust by the Finance Director for the benefit of the City and the Owners of the Bonds, shall be disbursed as provided below and, pending and disbursement, shall be subject to a lien in favor of the Owners of the Bonds. (B) Disbursements. As soon as practicable after the receipt by the City of any Special Tax Revenues, but no later than ten Business Days after such receipt,the Finance Director shall withdraw from the Special Tax Fund and transfer(i) to the Fiscal Agent for deposit in the Reserve Fund an amount,taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund equals the Reserve Requirement, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds on the next two Interest Payment Dates with respect to Special Tax Revenues received during the period from October 1 through the last day of March in any Fiscal Year, and on the next Interest Payment Date with respect to Special Tax Revenues received during the period from April 1 through September 30 in any Fiscal Year. All other amounts then in the Special Tax Fund shall,concurrently with the foregoing transfers, (i) be transferred by the Finance Director to the Fiscal Agent for deposit in the Administrative Expense Fund, in an amount taking into account any amounts then on deposit in the Administrative Expense Fund, such that the amount therein equals the estimated Administrative Expenses to be incurred in the then Fiscal Year and (ii) all remaining amounts deposited by the Finance Director in the Services Fund. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in. accordance with Section 6.01. Interest earnings and profits resulting from .such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof. Section 3.05. Administrative Expense Fund. (A) Establishment of Administrative Expense Fund. There is hereby established as a separate account to be held by the Fiscal Agent, the Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Administrative Expense Fund to the credit of which deposits shall be made as required by Sections -17- 3.04(B) and 3.06(B). Moneys in the Administrative Expense Fund shall be held in trust by the Fiscal Agent for the benefit of the City, and shall be disbursed as provided below. (B) Disbursement: Amounts in the Administrative Expense Fund shall be withdrawn by the Fiscal Agent and paid to the City or its order upon receipt by the Fiscal Agent of an Officer's Certificate stating the amount to be withdraw,that such amount is to be used to pay an Administrative Expense (or a Costs of Issuance), and the nature of such Administrative Expense (or Costs of Issuance). Annually, on the last day of each Fiscal Year, the Fiscal Agent shall withdraw any amounts then remaining in the Administrative Expense Fund that have not been allocated to pay Administrative Expenses incurred but not yet paid, and which are not otherwise encumbered, and transfer such amounts to the Finance Director for deposit in the Special Tax Fund. (C) Investment. Moneys in the Administrative Expense Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Administrative Expense Fund to be used for the purposes of such fund. Section 3.06. Costs of Issuance Fund. (A) Establishment of Costs of Issuance Fund. There is hereby established as a separate account to be held by the Fiscal Agent,the Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Costs of Issuance Fund, to the credit of which a deposit shall be made as required by clause (C) of Section 3.02. Moneys in the Costs of Issuance Fund shall be held in trust by- the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be paid to the designated payees, signed by the Finance Director and delivered to the Fiscal Agent concurrently with the delivery of the Bonds. The Fiscal Agent shall pay all Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such requisition, or upon receipt of an Officer's Certificate requesting payment of a Cost of Issuance not listed on the initial requisition delivered to the Fiscal Agent on or after the-Closing Date. The Fiscal Agent shall maintain the Cost of Issuance Fund for a period of 180 days from the date of delivery of the Bonds and then shall transfer any moneys remaining therein,including any investment earnings thereon, to the Administrative Expense Fund for payment of any unpaid Costs of Issuance. (C) Investment. Moneys in the Cost of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings,and profits resulting from said investment shall be retained by the Fiscal Agent in the Cost of Issuance Fund to be used for the purposes of such fund. Section 3.07. Services Fund (A) Establishment of Services Fund. There is hereby established as a separate account to be held by the Finance Director, the Community Facilities District No.. 1990-1 (Goldenwest/Ellis Area) Services Fund, to the credit of which deposits shall be made as required by Section 3.04(B). Moneys in the Services Fund shall be held in trust -18- by'the Finance Director for the benefit of the City, and shall be disbursed as provided below. (B) Disbursement. Amounts in the Services Fund shall be withdrawn by the Finance Director and paid to the City or its order upon receipt by the Finance Director of an Officer's Certificate stating the amount to be withdraw,that such amount is used to pay for a Service and the nature of such Service. Annually, on the last day of each Fiscal Year, the Finance Director shall withdraw any amounts then remaining in the Services Fund that have not been allocated to pay Services incurred but not yet paid, and which are not otherwise encumbered, and transfer such amounts to the Special Tax Fund. (C) Investment. Moneys in the Services Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Finance Director in the Services Fund to be used for the purposes of such fund. Section 3.08. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the acquisition of the Project or upon the performance by any person of his obligation with respect to the Project. -19- ARTICLE IV SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND Section 4.01. Pledge of Special Tax Revenues. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund, the Reserve Fund and, until disbursed as provided herein, in the Improvement Fund. The Special Tax Revenues and all moneys deposited into said funds (except as otherwise provided herein)are hereby dedicated to the payment of the principal of, and interest and any premium on,the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03, and to the other purposes set forth herein. Section 4.02. Bond Fund. (A) Establishment of Bond Fund. There is hereby established as a separate account to be held by the Fiscal Agent the Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Bond Fund to the credit of which deposits shall be made as required by clause (A) of Section 3.02, Section 3.03(D), Section 3.04(B), Section 4.03 and any other amounts required to be deposited therein by this Agreement or the Act. Moneys in the Bond Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on,the Bonds as provided below, and,pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds. (B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(ii) and any other redemption of Bonds pursuant to Section 2.03(A). Notwithstanding the foregoing, amounts in the Bond Fund as a result of a transfer pursuant to Section 3.03(D) shall be used to pay the principal of and interest on the Bonds prior to the use of any other amounts in the Bond Fund for such purpose. In the event that amounts in the Bond Fund are insufficient for the purpose set forth in the preceding sentence, the Fiscal Agent shall withdraw from the Reserve Fund to the extent of any funds therein amounts to cover the amount of such Reserve Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund. If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the payments provided for in the first sentence of the first paragraph of this Section 4.02(B),the Fiscal Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the bonds by reason of sinking payments. Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date. (C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from the investment -20- and deposit of amounts in the Bond Fund shall be retained in the Bond Fund to be used for the purposes of the Bond Fund. Section 4.03. Reserve Fund. (A) Establishment of Fund. There is hereby established as a separate account to be held by the Fiscal Agent the Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds, Reserve Fund mthe credit of which a deposit shall be made as required by clause (B) of Section 3.02, which deposit is equal to the initial Reserve Requirement, and deposits shall be made as provided in Section 3.04(B). Moneys in the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of principal of, and interest and any premium on, the Bonds and shall be subject to a lien in favor of the Owners of the Bonds. (B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds or, in accordance with the provisions of this Section,for the purpose of redeeming Bonds from the Bond Fund. (C) Transfer Due to Deficiency in Bond Fund. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund,the Fiscal Agent shall provide written notice thereof to the Finance Director. (D) Transfer of Excess of Reserve Requirement. Whenever, on the day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall provide written notice to the Finance Director of the amount of the excess and shall transfer an amount equal to the excess from the Reserve Fund to the Bond Fund to be used for the payment of the Bonds in accordance with Section 4.02. (E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 4.02 or 2.03, as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds,the balance in the Reserve Fund shall be transferred to the Finance Director to be used for lawful purpose of the City. (F) Transfer for Rebate Purposes. Investment earnings on amounts in the Reserve Fund may. be withdrawn for purposes of. making payment to the federal government to comply with Section 6.02. (G) Investment. Moneys in the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained in the Reserve Fund to be used for the purposes of such fund. -21- ARTICLE V OTHER COVENANTS OF THE CITY Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund, the Reserve Fund, the Improvement Fund and the Special Tax Fund created hereunder. Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly,extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall. not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. Section 5.04. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement. Section 5.05. Books and Records. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Services Fund and the Special Tax Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent(10%) of the principal amount of the Bonds then Outstanding,or their representatives duly authorized in writing. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Improvement Fund, the Administrative Expense Fund, the Bond Fund, the Reserve Fund and the Costs of Issuance Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the City and the Owners of not less than ten percent(10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. Section 5.06. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City. -22- Section .5.07. Compliance with Law: Completion of Project: Payment for Services. The City will comply with all applicable provisions of the Act and law in completing the acquisition of the Project and in disbursing funds for the payment of the costs of Services. Section 5.08. Private Business Use Limitation. The City shall assure that: (a) not in excess of ten percent (10%) of the Proceeds of the Bonds is used for Private Business Use if,in addition,the payment of the principal of, or the interest on more than 10 percent of the Proceeds of the Bonds is (under the terms of the Bonds or any underlying arrangement) directly or indirectly, (i) secured by any interest in property, or payments in respect of property,used or to be used for a Private Business Use,or(ii) to be derived from payments (whether or not to the City) in respect of property, or borrowed money,used or to be used for a Private Business Use; and (b) in the event that in excess of 5 percent of the Proceeds of the Bonds is used for a Private Business Use, and,in addition, the payment of the principal of, or the interest on, more than 5 percent of the Proceeds of the Bonds is, (under the terms of the Bonds or any underlying arrangement) directly or indirectly, secured by any interest in property, or payments in respect of property, used or to be used for said Private Business Use or is to be derived from payments (whether or not to the City) in respect of property, or borrowed money, used or to be used for a Private Business Use, then, (A) said excess over said 5 percent of the Proceeds of the Bonds which is used for a Private Business Use shall be used for a Private Business Use related to a government use of such Proceeds and (B)each such Private Business use over five percent of the Proceeds of the Bonds which is related to a government use of such Proceeds shall not exceed the amount of such Proceeds which is used for the government use of Proceeds to which such Private Business Use is related. Section 5.09. Private Loan Limitation. The City shall assure that not in excess of the lesser of five percent (5%) of the Proceeds of the Bonds or $5,000,000 is to be used, directly or indirectly, to make or finance loans (other than loans constituting Nonpurpose Investments and other than loans which enable the borrower to finance any governmental tax or assessment of general application for a specific essential governmental function) to persons other than state or local government units. Section 5.10. Collection of Special Tax Revenues. The City shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation,the enforcement of delinquent Special Taxes. On or within five (5) Business Days of each June 1, commencing June 1, 1991,the Fiscal Agent shall provide the Finance Director with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund, and informing the City that the Special Taxes may need to be levied pursuant to the Ordinance as necessary to provide for Annual Debt Service, Administrative Expenses, replenishment(if necessary) of the Reserve Fund so that the balance therein equals the Reserve Requirement, and for the payment of Services. The receipt of such notice by the Finance Director shall in no way affect the obligations of the Finance Director under the following two paragraphs. Upon receipt of such notice,the Finance Director shall communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied,taking into account any parcel splits during the preceding and then current year. The Finance Director shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance by each August 1 (commencing August 1, 1991)that the Bonds are outstanding, such that the computation of the levy is complete before the final date on which Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next tax roll. Upon the completion of the computation of the amounts of the -23- levy, the Finance Director shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next tax roll. The Finance Director shall fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses and Services during such year. The Special Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation. The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Section 5.11. Further Assurances. The City will adopt, make, execute and deliver any . . and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement. Section 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the Gross Proceeds of the Bonds which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and Regulations. Section 5.13. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be "federally guaranteed"within the meaning of Section 149(b) of the Code and Regulations. Section 5.14. Compliance with the Code. The City covenants to take any and all action and to refrain from taking such action, which is necessary in order to comply with the Code or amendments thereto in order to maintain the exclusion from federal gross income, pursuant to Section 103 of the Code, of the interest on the Bonds paid by the City and received by the Owners. Section 5.15. Covenant to Foreclose. Pursuant to Section 53356.1 of the Act, the City hereby covenants with and for the benefit of the owners of the Bonds that it will order, and cause to be commenced within 150 days following the date of notice to the City of a delinquency, and thereafter diligently prosecute, an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due. The Finance Director shall notify the City Attorney of any such delinquency of which it is aware, and the City Attorney shall commence, or cause to be commenced, such proceedings. -24- ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02,moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any such moneys in Permitted Investments described in clause (vi) of the definition thereof or in Federal Securities which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Subject in all respects to the provisions of Section 6.02,moneys in any fund or account created or established by this Agreement.and held by any Authorized Officer of the City shall be invested by the Treasurer in any lawful investments that the City may make or in any Permitted Investment,which in any event by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. Whenever in this Agreement any moneys are required to be transferred by the City to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments. The Fiscal Agent or the Treasurer may act as principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any investments made pursuant to this Section. For purposes of determining the amount on deposit in any fund or account held hereunder, all Permitted Investments or investments credited to such fund or account shall be valued at the cost thereof (excluding accrued interest and brokerage commissions, if any). Subject in'all respects to the provisions of Section 6.02, investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making,holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or any Authorized Officer of the City hereunder, provided that the Fiscal Agent or the Treasurer, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement. The Fiscal Agent or the Treasurer, as applicable, shall sell at the highest price reasonably obtainable, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment,transfer,withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Treasurer shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. Section 6.02. Rebate of Excess Investment Earnings to the United States. The City covenants to calculate and rebate to the federal government, in accordance with the Regulations,excess investment earnings to the extent required by section 148(f)of that Code. Any fees or expenses incurred by the Fiscal Agent or the City under or pursuant to this Section 6.02 shall be Administrative Expenses. -25- Section 6.03. Limited Obligation. The City's obligations hereunder are limited obligations of the City on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Improvement Fund, the Bond Fund and the Reserve Fund created hereunder. Section 6.04. Liability of City. The City shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default or event of default thereunder. In the absence of bad faith, the City,including the Treasurer and the Finance Director,may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Agreement. The City,including the Treasurer and the Finance Director, shall not be liable for Any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel,who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The City shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactory established, if disputed. Whenever in the administration of its duties under this Agreement the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent,and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require-such additional evidence as to it may seem reasonable. Section 6.05. EmRloyment of Agents by City. In order to perform its duties and obligations hereunder, the City, the Finance Director and/or the Treasurer may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be -26- entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. -27- ARTICLE VII THE FISCAL AGENT Section 7.01. Appointment of Fiscal Agent. Bank of America National Trust and Savings Association, at its principal corporate trust office in Los Angeles, California is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business,provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The City may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually,pursuant to law or to the requirements of any supervising or examining authority above referred to,then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent. If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any,as such court may deem proper, appoint a successor Fiscal Agent. If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Finance Director of the City in trust for the benefit of the Owners. The City covenants for the direct benefit of the Owners that its Finance Director in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof,other than in connection with the duties -28- or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement,affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs,expenses and liabilities which might be incurred by it in.compliance with such request or direction. The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent. Section 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request,including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent. Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution,request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. -29- The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established,if disputed. Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter"(unless other evidence in respect thereof be herein specifically prescribed)may,in the absence of willful misconduct on the part of the Fiscal Agent,be deemed to be conclusively proved and established by a certificate of the City,and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 7.05. Compensation. Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys,agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees,'to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement, but any monetary obligation of the City arising under this Section shall be limited solely to amounts on deposit in the Administrative Expense Fund. -30- ARTICLE VIII MODIFICATION OR AMENDMENT OF-THIS AGREEMENT Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or(ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act,the laws of the State of California or this Agreement), or (iii) reduce the percentage of Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (A)to add to the.covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (B) to make modifications not adversely affecting affecting any outstanding series of Bonds of the City in any material respect; (C) to make such provisions for the purpose of curing any ambiguity,or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may. deem necessary or desirable and not inconsistent with this Agreement,and which shall not adversely affect the rights of the Owners of the Bonds; (D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with section 148 of the Code relating to required rebate of Excess Investment Earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations. Section 8.02. Owners' Meetings. The City may at any time call a meeting of the Owners. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting. Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the .Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds -31- i Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided. Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04 and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent.A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article)upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon,consent to, or take any other action provided for in this Article VIII. Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined,exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation,by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds -32- then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner,for Bonds then Outstanding, upon surrender of such Bonds. Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any.Owner from accepting any amendment as to the particular Bonds held by him,provided that due notation thereof is made on such Bonds. -33- ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,expressed or implied, is intended to give to any person other than the City,the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Agreement. The City shall have the option to pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of,and interest and any premium on, such Bonds Outstanding,as and when the same become due and payable; (B) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with, in the case of all Outstanding Bonds, the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and 4.03 is fully sufficient to pay such Bonds Outstanding, including all principal,interest and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal Securities in such amount as the Treasurer shall determine as confirmed by an independent certified.public accountant will, together with the interest to accrue thereon and,in the case of all Outstanding Bonds,moneys then on deposit in the fund and accounts provided for in Sections 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. If the City shall have taken any of the actions specified in (A), (B) or (C) above, and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment,the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to such Bonds Outstanding shall cease and terminate.Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the foregoing, the obligation of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05 shall continue in any event. Upon compliance by the City with the foregoing with respect to all Outstanding Bonds, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the City for deposit in the Special Tax Fund and any Special Taxes thereafter received by the City shall not be -34- remitted to the Fiscal Agent but shall be deposited by the City to be used for the purposes specified in the last sentence of the first paragraph of Section 3.04(B) hereof. The Special Tax Fund, Services Fund and Administrative Expense Fund shall survive payment and discharge of the Bonds. Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request,declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act,that the person signing such request, declaration or other instrument or writing acknowledged to him the execution.thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount,maturity, number and date of holding the same shall be proved by the registry books. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith. Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the City with the Fiscal Agent) as follows: City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attention: Finance Director Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the City) as follows: Bank of America National Trust and Savings Association 555 South Flower Street,5th Floor Los Angeles,California 90071 Atterition: Corporate Trust Administration Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it -35- would have adopted this Agreement and each and every other Section,paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable. Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on,the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal, interest and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust,and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Bondowners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds. Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date,the provision of the Act shall prevail over the conflicting provision of this Agreement. Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes. Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day,the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period after such date. Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. -36-. IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and the Fiscal Agent has caused this Agreement to be executed in its name, all as of June 1, 1990. CITY OF HUNTINGTON BEACH, for and on behalf of COMMUNITY FACILITIES DISTRICT NO. 1990-1 ldenwest/Ellis Area) By: City Ad Om ator BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Fiscal Agent By: Authorized Officer APPROVED AS TO FORM n GAIL BUTTON CITY ATTORNEY By. 2epnuty City Atto ey -37- EXHIBIT A FORM OF BOND No. $ UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) 1990 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP August 1, 1990 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Huntington Beach (the "City") for and on behalf of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined)to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from August 1, 1990, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on April 1 and October 1, commencing April 1, 1991,at the interest rate set forth above,until the principal amount hereof is paid or made available for payment.. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of Bank of America National Trust and Savings Association in Los Angeles, California(the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $2,400,000 approved by the qualified electors of the District on July 2, 1990 pursuant to the A-1 Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the "Mello-Roos Act") for the purpose of financing the acquisition of certain facilities in the vicinity of the District (the "Project") and the provision of additional police, fire protection and paramedic services in the District, and is one of the series of Bonds designated "City of Huntington Beach, Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) 1990 Special Tax Bonds" (the "Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City of Huntington Beach on July 2, 1990 (the "Resolution"), and the Fiscal Agent Agreement, dated as of June 1, 1990, between the City and the Fiscal Agent (the "Agreement") and this reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. The Resolution is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California. Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Mello- Roos Act to be collected within the District (the "Special Tax") and certain funds held under the Agreement. Interest on this Bond shall be payable from the interest payment date next preceding the date of authentication hereof,unless (i) it is authorized on an interest payment date,in which event it shall bear interest from such interest payment date, or(ii) such date of authentication is after a Record Date but on or prior to an interest payment date, in which event interest will be payable from such interest payment date, or(iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from August 1, 1990; provided however,that if at the time of authentication of this Bond, interest is in default hereon,this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment hereon. Any tax for the payment hereof shall be limited to the Special Tax,except to the extent that provision for payment has been made by the City of Huntington Beach, as may be permitted by law. The Bonds do not constitute obligations of the City of Huntington Beach for which said City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove. The City has covenanted for the benefit of the owners of the Bonds that it will commence within 150 days of notification of a delinquency and diligently pursue to completion appropriate foreclosure actions in the event of delinquencies of any Special Tax installments levied for payment of principal and interest. The Bonds maturing on or after October 1, 1998 may be redeemed prior to maturity, in whole or in part, at the option of the City, on October 1, 1997 or an any interest payment date thereafter, upon at least 30 days, but not more than 60 days, prior written notice mailed to the registered owners at the addresses appearing on the bond registry books, at the following redemption prices,expressed as a percentage of par value,together with accrued interest to the date of redemption: Redemption Dates Redemption Prices October 1, 1997 or April 1, 1998 102.5% October 1, 1998 or April 1, 1999 102.0 October 1, 1999 or April 1, 2000 101.5 October 1, 2000 or April 1, 2001 101.0 October 1, 2001 or April 1,2002 100.5 October 1, 2002 and thereafter 100.0 A-2 The outstanding Bonds maturing on October 1, 2020 are subject to mandatory sinking payment redemption in part on October 1, 2004, and on each October 1 thereafter to maturity,by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date October 1) Sinking Payment 2004 $60,000 2005 65,000 2006 70,000 2007 75,000 2008 80,000 2009 85,000 2010 90,000 2011 100,000 2012 105,000 2013 115,000 2014 125,000 2015 135,000 2016 145,000 2017 155,000 2018 170,000 2019 180,000 2020 195,000 Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. This Bond shall be registered in the name of the owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof,interest hereon and any redemption premium shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption. A-3 The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed,happened and been performed in due time,form and manner as required by law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of California. IN WITNESS WHEREOF, City of Huntington Beach has caused this Bond to be dated August 1, 1990, to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signature of the City Clerk. [SEAL] CITY OF HUNTINGTON BEACH Mayor ATTEST: City Clerk A-4 FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the Resolution and the Agreement which has been authenticated on BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Fiscal Agent By: Authorized Officer ASSIGNMENT FOR VALUE RECEIVED,the undersigned do(es) hereby sell, assign and transfer unto (Name,address and Tax identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the books of the Fiscal Agent with full power of substitution in the premises. Dated: NOTE: The signature(s) on this Assignment must correspond with the names) as written on the face of the within Bond in every particular. without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTE: Signature(s)must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. A-5 30012-06 JFIRW:PTr.slc FWAL 17731 ACQUISITION AGREEMENT By and Between CITY OF HUNTINGTON BEACH and DAVID D. DAHL, dba THE DAHL COMPANY Dated as of July 1, 1990 CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (GOLDENWEST/ELLIS AREA) ACQUISITION AGREEMENT CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO. 1990-1 (Goldenwest/Ellis Area) THIS AGREEMENT, dated as of July 1, 1990, is by and between the City of Huntington Beach, a municipal corporation and a political subdivision of the State of California (the "City"). for the benefit of Community Facilities District No. 1990-1 (Goldenwest/Ellis Area) (the 'District"), and David D. Dahl (the 'Developer"). WHEREAS, the City Council at the City has established the District pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code (the "Act")to provide financing for, among other things, the public facilities described on Exhibit A attached hereto and by this reference incorporated herein (the "Facilities"); and WHEREAS, the Developer is an owner of land within the District and is developing single-family homes thereon; and WHEREAS, the Facilities are adjacent to said homes and the City will benefit from a common plan of construction of the Facilities and the homes; and WHEREAS,the Developer has expertise in the construction of homes and public facilities of the character of the Facilities; and WHEREAS,the City has determined that it will obtain no advantage from undertaking the construction of the Facilities pursuant to public bid and will realize economic benefit if the Developer constructs the Facilities as provided herein; and WHEREAS, the City is proceeding with the authorization and issuance of bonds for the District(the "Bonds")to finance the Facilities pursuant to the Act. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other valuable consideration the sufficiency and receipt of which are hereby acknowledged,the parties hereto agree as follows: 1. Recitals. Each of the parties hereto represent and warrant, each to the other, that the above recitals are true and correct. 2. Sale of Bonds. The City shall continue-to completion all necessary proceedings pursuant to the Act for the sale and delivery of the Bonds; provided that-each step in the proceedings and the principal amount and timing of sale of the Bonds shall be in all respects subject to the approval of the City Council or its designee, and nothing contained herein shall be construed as requiring the City to issue the Bonds for the District. The estimated principal amount of the Bonds is $2,400,000. 3. Reimbursement of District Formation Costs by the Developer. By execution of this Agreement,the Developer agrees to indemnify the City against any cost it may pay or incur in good faith in the formation of the District and the issuance of the Bonds. -1- The Developer has submitted to the City a deposit in the amount of$100,000 to pay the costs of the City in connection with the District. If additional funds are needed for reasonable costs relating to the processing of the proceedings with respect to the District and the sale of the Bonds therefor, the Finance Director of the City shall make written demand upon the Developer therefore, and the Developer shall remit to the City the amount specified in each demand within 10 business days thereafter. 4. Reimbursements to the Developer. Upon completion of the sale and delivery of the Bonds, the City shall reimburse, without interest, the Developer, solely from Bond proceeds and then only to the extent available for such purpose and permitted under the Act, the amount of any costs paid from such Developer deposit or any Developer advances hereunder. If for any reason the Bonds are not issued,neither the District nor the City shall have any obligation to reimburse the Developer for any costs and expenses advanced or paid from the Developer's advances,except that the City in any event agrees to return to the Developer any moneys advanced by the Developer in excess of the amount needed for payment(or provision therefor)of the costs and expenses relating to the formation of the District and the authorization and efforts to issue and sell the Bonds. The City agrees to keep records with respect to any disbursement of funds advanced to the City by the Developer. Such records shall be available for inspection by the Developer in the offices of the Finance Director of the City upon reasonable notice and during normal business hours. 5. Use of Bond Proceeds. The proceeds of the Bonds shall be deposited, held, invested, reinvested and disbursed as provided in the fiscal agent agreement (the "Fiscal Agent Agreement") pursuant to which the Bonds are issued. A portion of the proceeds of the Bonds shall be set aside under a fiscal agent agreement in a separate improvement fund (the "Improvement Fund") to pay the cost of the acquisition of the Facilities as provided below. The Developer reasonably expects to complete the Facilities and request payment therefor hereunder within 8 months of the date of this Agreement. 6. Construction of and Payment for Facilities. a. Plans and Specifications: Prevailing Wages. The Developer represents that it has obtained or will obtain approval by all appropriate City departments of the plans and specifications for the Facilities that are to be acquired by the City and that all of such Facilities have been or will be constructed by the Developer in full compliance with the current City standards applicable to the construction of public improvements and in compliance with any applicable law or regulation with respect to the payment of prevailing wages. The City and the Developer agree that the Facilities are of local, not statewide concern, and that the provisions of the Public Contracts Code shall not apply to the construction of the Facilities. The City and the Developer agree that this Agreement is necessary to assure timely and satisfactory completion of the Facilities and that compliance with the Public Contracts Code with respect to the Facilities would work an incongruity and would not produce an advantage to the City or the District. The Developer agrees to comply with all City or other applicable bonding requirements applicable to construction of the Facilities, and to provide the City Director of Public Works (all references herein to the City Director of Public Works include any official of the City acting in such capacity or any designee of the City Director of Public Works) with copies of any change orders relative to the construction of any Facilities to be acquired by the City and the plans and specifications therefor. The City hereby acknowledges that funds on deposit in the Improvement Fund will be considered the -2- equivalent of a construction bond for a commensurate portion of the Purchase Price (as defined below) of the Facilities to be acquired with such funds. b. Purchase Price. The amount to be paid by the City for the Facilities (hereafter the "Purchase Price" as to each such Facility), shall be determined by the City Director of Public Works and shall not exceed and shall be substantially the cost thereof,including the reasonable cost of appurtenant facilities and of preparing plans and specifications as well as the construction contracts and all costs of construction reasonably determined by the City Director of Public Works to be eligible under the Act to be part of the Purchase Price (said determination to be made consistent with the terms of this Agreement), such as fees and costs incurred in obtaining permits, licenses, rights of way or easements, the costs of change orders,engineering,legal,fiscal and inspection fees constituting a part of the public improvements. The Purchase Price may include a reasonable charge for contract administration by the-Developer,not to exceed 4%of the related construction cost. The Developer shall provide any documentation substantiating the cost of the Facilities reasonably requested by the City Director of Public Works or the City Finance Director. There shall be a presumption of reasonableness as to costs incurred under a construction contract entered into as a result of a call for bids by the Developer, provided that no extraordinary limitations or requirements (such as short time frame) are imposed by the Developer on the performance of such contract. c. Inspection and Acceptance. The Facilities to be acquired by the City,when fully completed, shall be accepted in accordance with adopted City policy, and the Purchase Price for each such Facility promptly paid from Bond proceeds if completed substantially in accordance with the approved plans and specifications for such Facilities and pursuant to the requirements of Section 53313.5 of the Act. The City shall accept no liability or responsibility for any such Facility or the maintenance thereof until all work with respect thereto has been completed to the satisfaction of the City Director of Public Works. Any Facilities to be acquired by other public agencies, shall be accepted subject to the relevant public agencies'policies and procedures. The Facilities shall be subject at all reasonable times prior to their acquisition to inspection by the City Director of Public Works, which inspection shall be accomplished in a timely manner. Prior to acceptance of any Facility by the City, the Developer shall provide as-built drawings or other similar plans and specifications of such Facility in the form required under City standards applicable to the construction of public improvements and otherwise by applicable law or regulation, along with evidence satisfactory to the City Director of Public Works that all costs of the Facility have been fully paid by the Developer to the party or parties entitled to be paid for such costs. The Developer shall obtain from any public agency (other than the City)acquiring a Facility a written statement to the effect that such Facility has been accepted by such public agency and all costs with respect thereto have been paid. All warranties, guarantees or other evidence of contingent obligations of third persons with respect to Facilities to be acquired by the City shall be delivered to the City Director of Public Works prior to acceptance thereof. If applicable, all documentation evidencing dedication and/or transfer of ownership of the Facilities shall be delivered to the City prior to the acceptance thereof and payment therefor,as further provided in Section 6e below. d. Payments to Developer. The Developer may request in writing a payment on the Purchase Price of any Facility or portion thereof described in Exhibit A hereto. Such payments shall be made only in the amount determined reasonable by the City Director of Public Works with respect to the Facility to be acquired, as specified in a cost certificate for each Facility or group of related Facilities completed by the City Director of Public Works. -3- A ten percent retainage shall be held by the City in the Improvement Fund with respect to the cost of any Facility acquired by the City (no such retainage being required with respect to any Facility to be acquired by a public agency other than the City) pending final completion and acceptance of the related Facility and a one-year maintenance period for each such Facility except landscaping, which shall have a three-year maintenance period. In lieu of such retainage,the Developer shall be permitted to provide to the City a letter of credit in form and substance satisfactory to the City Director of Public Works and the City Finance Director. Any such Facility or portion thereof to be acquired by the City must be completed in accordance with the approved plans and specifications. Any Facility to be accepted by the City must be in such condition that it is ready for use by the City or the public as determined by the City Director of Public Works (said determination to be based on current City standards applicable to the construction of public improvements, wherever relevant), or is otherwise a discrete portion of a Facility that is determined by the City Director of Public Works to be complete. For purposes of this Agreement, attached hereto as Exhibit B is a description of discrete portions of the Facilities upon completion of which payment may be requested by the Developer. It is hereby acknowledged by the Developer that the discrete portions of the Facilities listed in Exhibit B are provided for purposes of payment only, and City acceptance of a Facility for purposes of liability and/or maintenance shall only be with respect to completion of the entire Facility and not,for example,completion of the grading incident to that Facility, and shall only be in accordance with adopted City policy. Any claim for a payment to the Developer from amounts in the Improvement Fund shall be in a form acceptable to the City and include supporting documentation (including, with respect to any Facility to be acquired by a public agency other than the City,evidence that such agency has so accepted the Facility). The Director of Public Works shall review each claim for payment and inform the Developer, in writing, within 15 business days of receipt by the Director of Public Works of the claim and all supporting documentation, of the denial of any claim for payment in whole or in part, setting forth the reasons for such denial. The Developer shall be entitled to resubmit any claim or portion thereof so denied, if it is able to address the objections to such claim. The City shall make payment within forty-five (45) days of receipt of any claim or portion thereof which is not so denied, subject to the provisions of the last sentence of the next paragraph. If requested by the City Director of Public Works, the Developer shall prepare and execute a Notice of Completion in form acceptable to the City Director of Public Works as to any Facility to be acquired by the City and record such notice with the office of the Recorder of the County of Orange, State of California and cause its contractor to provide general lien releases in form acceptable to the City Director of Public Works for such Facility. The City shall be entitled to delay payment to the Developer for any Facility to be acquired by the City until 35 days after a Notice of Completion with respect thereto has been so filed by the Developer. If any of the Facilities to be acquired hereunder were or are financed,in whole or in part,from the proceeds of any loan secured by a mortgage or deed of trust upon any lands within the District,and in the absence of contrary written instructions by any mortgagee or beneficiary of such mortgage or deed of trust, the Purchase Price shall be paid to the Developer and to such mortgagee or beneficiary, as their interests may. appear. The Developer shall provide evidence to the City Director of Public Works as to the source of funds, if any, to pay the costs of construction of the Facilities. e. Ownership and Transfer of Facilities. The conveyance of any Facilities to be owned by a public agency other than the City, shall be in accordance with such agency's -4- policies and procedures. The provision or conveyance to the City of any Facilities to be acquired by the City shall take place as follows: (i) Land (Fee or Easement). The Developer shall cause the owners of the real property within the District to transfer to the City the appropriate rights, title and interest in and to said land to be acquired. The Developer agrees to cause the owners of the real property within the District to execute and deliver to the City those documents required to complete the transfer of Acceptable Title (as defined herein) to the land. Acceptable Title means title to the land delivered free and clear of all liens, encumbrances, assessments, easements or leases, whether any such item is recorded or unrecorded, and taxes, except those matters which are determined by the City Director of Public Works in his reasonable discretion not to interfere with the intended use of the land and therefore are not required to be cleared from the title. Completion of transfer shall be evidenced by the recordation of an acceptance of the interest(s)in the land by the City Council or their designee. (ii) Improvements Constructed on Land Owned by Property Owners, If Facilities to be acquired by the City are located on land which is owned by the owners of the real property within the District, then such property owners shall retain the title to said land and the improvements constructed thereon until the land and improvements are acquired by the City pursuant to the provision of this Agreement. Until title to the land and the Facilities are acquired by the City, the Developer shall maintain the land and improvements in good and safe condition. Transfer of title to the land and the Facilities thereon shall be in accordance with clause (i) above. (iii) Improvements Constructed on Land Owned by City in Fee or Easement. If Facilities to be acquired by the City are on land on which the City holds fee title or easement rights,the Developer is hereby granted a license to enter said land for purposes related to the construction and maintenance (prior to acquisition by the City hereunder) of the said improvements. Upon completion of construction of any such Facility, the City Director of Public Works shall inspect the improvements in accordance with City standards applicable to the construction of public improvements, and if approved by the City Director of Public Works,the City shall give written notice of its acceptance of the Facility. (iv) Personal Property. If the Developer provides any personal property identified on Exhibit A hereto, transfer by the Developer to the City shall be accomplished by a bill of sale. (v) Funds. If the Developer provides funds for Facilities, the provision of such funds to the City shall be acknowledged with a written-receipt from the Finance Director. f. Payment of Excess Costs. The Developer hereby agrees to pay all costs of the Facilities in excess of the proceeds of the Bonds available therefore in the Improvement Fund established under the Fiscal Agent Agreement. 7. Indemnification and Hold Harmless. The Developer shall assume the defense of, indemnify and save harmless the City,its officers, directors,employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from, this -5- Agreement, the Developer's negligent design, the Developer's negligent engineering and construction of the Facilities, or any claims of persons employed to construct the Facilities; provided that this indemnification as it relates to the construction of the Facilities shall terminate and be of no further force and effect for claims arising after acceptance by the City of the Facilities. No provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for payment of damages resulting from the operations of the Developer or its contractors. 8. Audit. The City Director of Public Works and Finance Director shall have the right, during normal business hours and upon the giving of ten days written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer in constructing any of the Facilities. 9. Relationship to Public Works. The parties hereto agree that this Agreement is for the acquisition of certain public facilities by the City from the proceeds of the sale of the Bonds deposited in the Improvement Fund and is not,nor is it intended to be, a public works contract. In performing this Agreement, the Developer is an independent contractor and not the agent of the City or the District. Neither the City nor the District shall have responsibility for payment to any contractor or supplier of the Developer. All contracts related to the construction of the Facilities, and all change orders related thereto, shall be submitted to the City Director of Public Works for review and approval as to cost, and quantity and quality of work. Unless the City Director of Public Works submits a written denial of approval of any contract or change order to the Developer (stating the reasons therefor) within 15 business days of receipt by the City Director of Public Works of the contract or change order, the City Director of Public Works shall be deemed to have approved the contract or change order with respect to cost. 10. Attorney's Fees. In the event of the bringing of any action or suit by either party against the other arising out of this Agreement, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys' fees. 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 hours following deposit of the same in any United States Post Office in California,registered or certified mail,postage prepaid, addressed as follows: Developer. David D.Dahl 505 Park Avenue Balboa Island,California 92662 City or District: City of Huntington Beach 2000 Main Street Huntington Beach,California 92648 Attention: Finance Director with a copy to: City of Huntington Beach 2000 Main Street Huntington Beach,California 92648 Attention: Director of Public Works -6- Each party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party. 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. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Agreement may not be assigned by the Developer without the prior written consent of the City. In connection with any such consent of the City, the City may condition its consent upon the acceptability of the financial condition of the proposed assignee and upon any other factor which the City deems relevant in the circumstances. 14. Limited Liability. Any and all obligations of the City arising out of or related to this Agreement are the special and limited obligations of the City, in any event payable only from amounts, if any, in the Improvement Fund available therefor. In no event shall the City be obligated to advance any of its own funds hereunder,except pursuant to the provisions of Section 10 hereof. . No Councilmember, staff member or agent of the City shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereunder. 15. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. 17. Amendments. Amendments to this Agreement shall be made only by written instrument executed by each of the parties hereto. -7- IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year fast-above written. CITY OF HUNTINGTON BEACH,for APPROVED AS TO FORM• itself and on behalf of GAIL BUTTON COMMUNITY FACELITIES CITY ATTORN DISTRICT NO. 1990-1 By '.Z� (Goldenwest/Ellis Area) Deputy City Attornev By: City Admini for DAVID D. DAHL,dba The Dahl om an By: David D.DaM -1- EXHIBIT A LIST OF FACILITIES TO BE ACQUIRED 1. Improvements to Ellis Avenue in the vicinity of the District,including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 2. Improvements to Goldenwest Avenue in the vicinity of the district, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 3. Improvements to Quarterhouse Lane in the vicinity of the district, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 4. Improvements to Saddleback Lane in the vicinity of the district, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 5. Improvements to Edwards Street in the vicinity of the district, including road improvements, curb, gutter, sidewalk, storm drain and signal improvements, striping and related improvements. 6. Water and sewer system improvements along Ellis Avenue, Quarterhouse Lane and Saddleback Lane in the vicinity of the District,including related improvements. 7. Undergrounding of utilities along one or more of the foregoing streets in the vicinity of the District, including any related work. A-1 EXHIBIT B DISCRETE PORTIONS OF FAC1I1TIFS TRACT TRACT IMPROVEMENT AMOUNT 88 ASPHALT 63,173 13269 ASPHALT 15,709 13270 ASPHALT 33,933 23439 ASPHALT 48,241 13714 ASPHALT 53,984 14035 ASPHALT 41,875 14109 ASPHALT 75,480 88 CONCRETE WORK , 21,479 13269 CONCRETE WORK 30,914 13270 CONCRETE WORK -17,652. 13439 CONCRETE WORK 11,806 13714 CONCRETE WORK 25,974 . 14035 CONCRETE WORK 20,917 14109 CONCRETE WORK 37,337 88 CONTINGENCY 22,411 13269 CONTINGENCY 7,984 13270 CONTINGENCY 7,868 13439 CONTINGENCY 17,323 13714 CONTINGENCY 18,220 14035 CONTINGENCY 12,517 14109 CONTINGENCY 24,376 88 DRAINAGE FACILITIES 45,470 13270 DRAINAGE FACILITIES 16,901 13439 DRAINAGE FACILITIES 70,335 S 13714 DRAINAGE FACILITIE 28,830 14035 DRAINAGE FACILITIES 68,738 . 14109'DRAINAGE FACILITIES 35,29,0 88 gECTRICAL DISTRIBUT2ON 127,987 88 GRADING i SURVEY $2,044 13269 GRADING 4 SURVEY 13,718 13270 GRADING i SURVEY 10,407 13439 GRADING i SURVEY 45,582 13714 GRADING i SURVEY 19,027 14035 GRADING i SURVEY 4,662 14109 GRADING h SURVEY 15,934- 88 SEWER SYSTEMS 2,735 13270 SEWER SYSTEMS S,470 13439 SEWER SYSTEMS 9,024 13714. SOW SYSTEMS 14,099 . 14035 SEWER SYSTEMS 19,648 88 STRIPPING,SIGNS,BARRICADES 5,556 .13269 STRIPPING,SIGNS,BARRICADES 3,790 13270 8TRIPPING,SIGNS,BARRICADES 1,193 13439 STRIPPING,SIGNS,BARRICADES 1,094 13724 S'14RIPPING,SIGNS,BARRICADES 2,750 14035 STRIPPING,SIGNS,BARRICADES • 975 14109 STRIPPING,SIGNS,BARRICADES 46, 897 13270 WATER SYSTEMS 36,783 13439 WATER SYSTEMS $3,263 13714 WATER SYSTEMS 139,621 1403S WATER SYSTEMS 37,794 14109 WATER SYSTEMS 55,707 TOTAL 1, 676, 480 B-1 tom^ IISO The foregoing instrument is a correct copy of the original on file in this office. Attest } Co 19 10 CQNNI BROCKWAY City Clerv';and Ex-officio Clerk of the City Council of �e City of Huntington Beach, Ca i. -DeputN