COMMUNITY FACILITIES DISTRICT NO. 2004-1
OF THE COUNTY OF ORANGE (LADERA RANCH)
SERIES 2014B SPECIAL TAX REFUNDING BONDS
_______________________________
BOND PURCHASE AGREEMENT
_______________________________
January __, 2014
Community Facilities District No. 2004-1 of the
County of Orange (Ladera Ranch)
County Executive Office
10 Civic Center Plaza, 3rd Floor
Santa Ana, California 92701
Ladies and Gentlemen:
The undersigned, Compass Mortgage Corporation, a subsidiary of Compass Bank, an Alabama
banking corporation (the “Purchaser”) offers to enter into this Bond Purchase Agreement (this
“Purchase Agreement”) with Community Facilities District No. 2004-1 of the County of Orange
(Ladera Ranch) (the “District”), which upon acceptance will be binding upon the Purchaser and the
District. The agreement of the Purchaser to purchase the Series B Bonds (as hereinafter defined) is
contingent upon the District issuing its Series A Bonds (as hereinafter defined) and upon the District
satisfying all of the obligations imposed upon it under this Purchase Agreement. The agreement of the
District to issue and sell the Series B Bonds as provided herein is conditioned solely upon the delivery
by the Purchaser of the purchase price therefor, as described in Section 1 hereof and upon the
satisfaction of the conditions set forth in Section 10 hereof. This offer is made subject to the District’s
acceptance by the execution of this Purchase Agreement and its delivery to the Purchaser at or before
5:00 p.m., local time, on the date hereof.
All capitalized terms used herein, which are not otherwise defined, shall have the meaning
provided for such terms in Resolution No. [_____] and the Supplement to Resolution No. [___]
adopted by the Board of Supervisors of the County, acting as the legislative body of the District on
[January __], 2014 (collectively, the “Resolution”).
1.
Upon the terms and conditions and upon the basis of the representations, warranties
and covenants set forth herein, the Purchaser hereby agrees to purchase from the District, and the
District hereby agrees to sell and deliver to the Purchaser all (but not less than all) of the $[Principal
Amount] aggregate principal amount of the Community Facilities District No. 2004-1 of the County of
Orange (Ladera Ranch) Series 2014B Special Tax Refunding Bonds (the “Series B Bonds”), dated the
Closing Date. Upon issuance, the Series B Bonds shall contain the terms and provisions set forth in
Exhibit A hereto and the purchase price to be paid and the place and date of delivery and payment for
the Series B Bonds are as set forth in Exhibit A hereto.
2.
The District has provided the information set forth in Exhibit B hereto (the “Series B
Bonds Information”) to the Purchaser in connection with the Purchaser’s consideration of the loan of
the Series B Bond proceeds.
3.
The Series B Bonds shall be substantially in the form described in, shall be issued and
secured under the provisions of, and shall be payable from the revenues derived from certain annual
Special Taxes (as defined in the Resolution) as pledged under the Resolution and 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”). The issuance of the Series B Bonds has been duly authorized by the
District pursuant to the Resolution. The net proceeds of the Series B Bonds will be used, together with
the net proceeds of the Community Facilities District No. 2004-1 of the County of Orange (Ladera
Ranch) Series 2014A Special Tax Refunding Bonds (the “Series A Bonds” and together with the
Series B Bonds, the “Bonds”) to (1) finance the defeasance and refunding of the outstanding
Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch) Series A of 2005
Special Tax Bonds (the “Prior Bonds”), thereby discharging the Prior Bonds; (2) pay costs of issuance
of the Bonds; and (3) fund a debt service reserve fund for the Bonds.
4.
The District represents and covenants to the Purchaser that:
(a)
The County of Orange (the “County”) is a public agency duly organized and
validly existing pursuant to the Constitution of the State of California (the “State”) and laws of the
State and has duly authorized the formation of the District and the issuance of bonded indebtedness by
the District pursuant to resolutions duly adopted by the Board of Supervisors of the County (the
“District Formation Resolutions” and, together with the Resolution, the “District Resolutions”) and the
Act. The Board of Supervisors of the County has duly adopted the District Formation Resolutions and
has caused to be recorded in the real property records of the County, a notice of special tax lien (the
“Notice of Special Tax Lien”) (the District Formation Resolutions and Notice of Special Tax Lien
being collectively referred to herein as the “Formation Documents”), and the Board of Supervisors of
the County, as the legislative body of the District, has duly adopted the Resolution. Each of the
Formation Documents remains in full force and effect as of the date hereof and has not been amended.
The District is duly organized and validly existing as a community facilities district under the laws of
the State. The District has, and at the Closing Date will have, as the case may be, full legal right,
power and authority: (i) to execute, deliver and perform its obligations under this Purchase Agreement
and the Resolution and to carry out all transactions contemplated by each of such agreements; (ii) to
issue, sell and deliver the Series B Bonds as provided herein; and (iii) to carry out, give effect to and
consummate the transactions contemplated by the Formation Documents, the Resolution, the Series B
Bonds, and this Purchase Agreement;
This Agreement, the Resolution and the Series B Bonds are collectively referred to herein as
the “District’s Documents.”
2
(b)
This Agreement constitutes, and upon their issuance and delivery, the other
District’s Documents will each constitute, legal, valid and binding obligations of the District
enforceable in accordance with their respective terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or creditors’ rights generally, to the application of equitable
principles, to the exercise of judicial discretion and to the limitations on legal remedies against
community facilities districts in California; and the execution and delivery of the District’s
Documents, and compliance with the provisions of the District’s Documents will not conflict with or
constitute a breach of or a default under any applicable law or administrative regulation of the State or
the United States, or any applicable judgment or decree or any lease, loan agreement, indenture, bond,
note, resolution, agreement or other instrument to which the District is a party or is otherwise subject,
nor will any such execution, delivery or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon any of the properties
or assets of the District under the terms of any such California or federal law, administrative
regulation, judgment or decree or any lease, loan agreement, indenture, bond, note, resolution,
agreement or other instrument, except as provided in the District’s Documents;
(c)
The District is not in material breach of or in material default under any
existing law or administrative regulation of the State or the United States or any applicable judgment
or decree or any lease, loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which the District is a party or is otherwise subject, and no event has occurred and is
continuing which, with the passage of time or the giving of notice or both, would constitute a material
default under any such instrument;
(d)
There is no action, suit, proceeding or investigation at law or in equity, before
or by any court, public board or body pending or, to the best knowledge of the District after due
inquiry, threatened, against the District, wherein an unfavorable decision, ruling or finding would: (i)
adversely affect the creation, organization, existence or powers of the District, or the titles of its
members or officers, (ii) enjoin or restrain the issuance, sale and delivery of the Series B Bonds, (iii)
in any way question or adversely affect any authority for the issuance of the Series B Bonds, or the
validity or enforceability of the Series B Bonds or the District’s Documents, or (iv) in any way
question or adversely affect the District’s Documents or the transactions contemplated by this
Purchase Agreement or any other agreement or instrument to which the District is a party relating to
the issuance of the Series B Bonds;
(e)
There is no material consent, approval, authorization or other order of, or filing
or registration with, or certification by, any regulatory authority having jurisdiction over the District
required for the execution and delivery of this Purchase Agreement or the execution, delivery and sale
of the Series B Bonds or the consummation by the District of the other transactions contemplated by
the District’s Documents;
(f)
The District is not in default, and at no time has defaulted in any material
respect, on any bond, note or other obligation for borrowed money or any agreement under which any
such obligation is or was outstanding;
(g)
Except as disclosed to the Purchaser, there has not been any material adverse
change in the financial condition of the District since the dated date of the Series B Bonds Information.
The Series B Bonds Information that has been provided to the Purchaser fairly present the financial
3
position and results of the operations of the District as of the dates and for the periods therein set forth
in all material respects;
(h)
Any certificate signed by a duly authorized official of the District and delivered
to the Purchaser pursuant to this Purchase Agreement or any document contemplated hereby shall be
deemed a representation and warranty by the District to the Purchaser as to the statements made
therein;
(i)
In the event of a termination of the Continuing Disclosure Certificate (as
defined in the Resolution), the District shall continue to provide to the registered Owner of the Series
B Bonds certain information as set forth in Section 5.2(j) of the Resolution; and
(j)
All of the representations and warranties of the District in the District’s
Documents are true and correct as of the date hereof.
5.
In connection with its purchase of the Series B Bonds, the Purchaser represents and
covenants to the Issuer that:
(a)
the Purchaser is an Accredited Investor within the meaning of Rule 144A
promulgated under the Securities Act of 1933, as amended and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of a purchase of the
Series B Bonds;
(b)
the Purchaser has conducted its own investigation into the merits and risks of
the loan of the proceeds of the Series B Bonds and has received, or has been afforded access to, from
the District or otherwise, all the information it deems necessary to make the loan;
(c)
the Purchaser is acquiring the Series B Bonds as a loan and not with a present
view to, or for resale in connection with, any distribution of the Series B Bonds; provided that the
Purchaser retains the right at any time to dispose of the Series B Bonds or any interest therein as it may
determine to be in its best interests and that any subsequent resale shall be made only in accordance
with the Resolution and applicable securities laws; and
(d)
the Purchaser will deliver a representation letter in substantially the form set
forth in Attachment 4 to the Resolution on the Closing Date and agrees to the terms thereof.
6.
As conditions to the Purchaser’s obligations hereunder:
(a)
From the time of the execution and delivery of this Purchase Agreement to the
Closing Date, there shall not have been any (i) material adverse change in the financial condition or
general affairs of the District including but not limited to any change in the District’s creditworthiness
that could have a material adverse effect on the financial condition of the District; (ii) event, court
decision, proposed law or rule that may have the effect of changing the state or federal income tax
treatment of the Series B Bonds or the contemplated transactions; (iii) a statement released by any
rating agency regarding a downgrading, suspension or withdrawal of any rating on any bonds of the
District which, in the reasonable opinion of the Purchaser, materially and adversely affects the value of
the Series B Bonds to the Purchaser; (iv) a default or Event of Default having occurred and continuing
under any of the District’s Documents; or (v) an international or national crisis, suspension of the stock
4
exchange trading or banking moratorium materially affecting, in the Purchaser’s reasonable opinion,
the value of the Series B Bonds to the Purchaser.
(b)
The Purchaser hereby enters into this Purchase Agreement in reliance upon its
own due diligence and the representations and warranties of the District contained herein and the
representations and warranties to be contained in the documents and instruments to be delivered on the
Closing Date and upon the performance by the District and the Paying Agent of their respective
obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations
of the Purchaser under this Purchase Agreement to purchase, to accept delivery of and to pay for the
Series B Bonds shall be subject, at the option of the Purchaser, to the accuracy in all material respects
of the representations and warranties of the District contained herein as of the date hereof and as of the
Closing Date, to the accuracy in all material respects of the statements of the officers and other
officials of the District, and the Paying Agent made in any certificate or document furnished pursuant
to the provisions hereof, to the performance by the District, and the Paying Agent of their respective
obligations to be performed hereunder and under the District’s Documents at or prior to the Closing
Date, and also shall be subject to the following additional conditions:
(i)
At the Closing, the District’s Documents shall have been duly
authorized, executed and delivered by the respective parties thereto, all in substantially the
forms heretofore submitted to the Purchaser, with only such changes as shall have been agreed
to in writing by the Purchaser, and shall be in full force and effect, and the Resolution shall
each be in full force and effect; and
(ii)
On the Closing Date, all necessary action of the District relating
to the execution and delivery of the Series B Bonds will have been taken and will be in full
force and effect and will not have been amended, modified or supplemented.
(c)
At or prior to the Closing Date, the Purchaser shall have received the following
documents, in each case satisfactory in form and substance to the Purchaser:
(i)
The District’s Documents, each duly executed and delivered by
the respective parties thereto and a certified copy of the Resolution;
(ii)
The approving opinion of Bond Counsel dated the Closing
Date, substantially in the form attached as Exhibit C hereto and a letter of Bond Counsel
addressed to the Purchaser to the effect that such approving opinion may be relied upon by the
Purchaser to the same extent as if such opinion were addressed to it;
(iii)
A supplemental opinion or opinions, dated the Closing Date
and addressed to the Purchaser, of Bond Counsel, to the effect that:
(1)
this Purchase Agreement has been duly authorized,
executed and delivered by the District and, assuming due authorization, execution and
delivery by the Purchaser, constitutes the legal, valid and binding agreement of the
District and is enforceable in accordance with its terms, except to the extent that
enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency
or other similar laws affecting creditors’ rights generally or by the exercise of judicial
discretion in accordance with general principles of equity or otherwise in appropriate
cases and by limitations on legal remedies against public agencies in the State;
5
(2)
the Series B Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and the Resolution is exempt
from qualification under the Trust Indenture Act of 1939, as amended; and
(3)
the Prior Bonds have been legally defeased in
accordance with the respective prior resolution pursuant to which such Prior Bonds
were issued.
(iv)
A certificate, dated the Closing Date and signed by an
authorized representative of the District or an authorized designee on behalf of the District, to
the effect that: (1) the representations and warranties made by the District contained herein are
true and correct in all material respects on and as of the Closing Date with the same effect as if
made on the Closing Date; and (2) the District has complied with all the agreements and
satisfied all the conditions on its part to be satisfied under the District Resolutions and the
District’s Documents at or prior to the Closing Date;
(v)
An opinion of counsel to the Paying Agent, dated the Closing
Date, addressed to the Purchaser and the District to the effect that the Paying Agent is
authorized to carry out corporate agency powers and has full power and is qualified to accept
and agree to the provisions of the Resolution and to act as Paying Agent under the Resolution;
(vi)
A certificate of the Paying Agent, addressed to the Purchaser,
and the District dated the Closing Date, to the effect that: (1) the Paying Agent is authorized to
carry out corporate agency powers, and has full power and authority to perform its duties under
the Resolution; (2) the Paying Agent is duly authorized to accept the obligations created by the
Resolution and to authenticate the Series B Bonds pursuant to the terms of the Resolution; and
(3) no consent, approval, authorization or other action by any governmental or regulatory
authority having jurisdiction over the Paying Agent that has not been obtained is or will be
required for the authentication of the Series B Bonds or the consummation by the Paying
Agent of the other transactions contemplated to be performed by the Paying Agent in
connection with the authentication of the Series B Bonds and the acceptance and performance
of the obligations created by the Resolution; and (5) to the best of its knowledge, compliance
with the terms of the Resolution will not conflict with, or result in a violation or breach of, or
constitute a default under, any loan agreement, indenture, bond, note, resolution or any other
agreement or instrument to which the Paying Agent is a party or by which it is bound, or any
law or any rule, regulation, order or decree of any court or governmental agency or body
having jurisdiction over the Paying Agent or any of its activities or properties;
(vii) Tax certifications by the District in form and substance
acceptable to Bond Counsel and the Purchaser;
(viii) Evidence of the preliminary and final filings with the California
Debt and Investment Advisory Commission pursuant to Section 8855 et seq. of the California
Government Code;
(ix)
Such additional legal opinions, certificates, instruments and
documents as the Purchaser may reasonably request to evidence the truth and accuracy, as of
the date hereof and as of the Closing Date, of the District’s representations and warranties
contained herein and the due performance or satisfaction by the District on or prior to the
6
Closing Date of all agreements then to be performed and all conditions then to be satisfied by
the District.
(x)
All of the opinions, letters, certificates, instruments and other
documents mentioned above or elsewhere in this Purchase Agreement shall be deemed to be in
compliance with the provisions hereof if, but only if, they are in form and substance
satisfactory to the Purchaser. Receipt of, and payment for, the Series B Bonds shall constitute
evidence of the satisfactory nature of such as to the Purchaser. The performance of any and all
obligations of the District hereunder and the performance of any and all conditions contained
herein for the benefit of the Purchaser may be waived by the Purchaser in the Purchaser’s sole
discretion.
If the District shall be unable to satisfy the conditions to the obligations of the Purchaser to
purchase, accept delivery of and pay for the Series B Bonds contained in this Purchase Agreement and
the Purchaser elects not to waive the same, or if the obligations of the Purchaser to purchase, accept
delivery of and pay for the Series B Bonds shall be terminated by the Purchaser for any reason
permitted by this Purchase Agreement, this Purchase Agreement shall terminate, and none of the
Purchaser or the District shall be under further obligation hereunder; provided, however, that the
respective obligations of the District and the Purchaser set forth in Section 7 and 10 hereof shall
continue in full force and effect. It is acknowledged that the foregoing are conditions to the
Purchaser’s obligations hereunder, that the Purchaser may elect to waive any of the foregoing, other
than the delivery of the opinion of Bond Counsel set forth in Section 6(c)(ii) above, and that the
District shall not have the option to terminate this Purchase Agreement upon a failure to satisfy any of
the foregoing in the event that the Purchaser chooses to waive the same. The District further agrees to
make best efforts to cause the satisfaction of all of the foregoing conditions and represents that it has
no present expectation that it will not be able to do so.
7.
At Closing, the fees and disbursements of counsel to the District and the Purchaser, and
Bond Counsel, the fees and disbursements of the financial advisor to the District, the cost of preparing
the Series B Bonds, the fees of the Paying Agent for the Series B Bonds and miscellaneous expenses
of the District incurred in connection with the offering and delivery of the Series B Bonds, including
but not limited to fees payable to the California Debt Investment Advisory Commission, shall all be
the obligation of the District. The Purchaser shall have no responsibility for any expenses associated
with the issuance of the Series B Bonds, including, but not limited to, the expenses identified above as
the obligation of the District.
8.
This Agreement is intended to benefit only the parties hereto, and the District’s
representations and warranties shall survive any investigation made by or for the Purchaser, delivery
and payment for the Series B Bonds and the termination of this Purchase Agreement.
9.
This Agreement may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
7
10.
The effectiveness of this Purchase Agreement is conditioned upon the concurrent
execution and delivery of a Bond Purchase Agreement for the purchase and sale of the Series A
Bonds, and in the event that the District fails to execute and deliver a Bond Purchase Agreement for
the Series A Bonds on the date hereof, this Purchase Agreement shall be null and void. The agreement
of the District to issue and sell the Series B Bonds is conditioned upon the simultaneous issuance of
the Series A Bonds. The District agrees to make best efforts to cause the satisfaction of all conditions
to the issuance of the Series A Bonds and represents that it has no present expectation that it will not
be able to do so.
8
IN WITNESS WHEREOF, the undersigned have executed and delivered the Bond Purchase
Agreement as of the date first written above.
Very truly yours,
Compass Mortgage Bank, as Purchaser
By _______________________________
Name: __________________________
Title: ___________________________
ACCEPTED AS OF [PURCHASE DATE], 2014
at _____ _.m. (PST)
COMMUNITY FACILITIES DISTRICT
NO. 2004-1 OF THE COUNTY OF
ORANGE (LADERA RANCH)
By:
Public Finance Manager of the County
of Orange, on behalf of Community
Facilities District No. 2004-1 of the
County of Orange (Ladera Ranch)
[Signature page of Bond Purchase Agreement]
EXHIBIT A
DESCRIPTION OF SERIES B BONDS
a.
PURCHASE PRICE: $________.
b. AUTHORIZED DENOMINATIONS: Equal to $100,000 and any integral multiple of $5,000
in excess thereof.
c. FORM: The Series B Bonds shall be delivered in the form of a single, certificated, fully
registered Series B Bond for the maturity set forth below without coupons, dated as of the date of
issuance thereof, and shall be registered in the name of the Purchaser, all as provided in the
Resolution. The Series B Bond shall be available, if so requested by the Purchaser, at such place as
the Purchaser and the District agree upon, for examination by the Purchaser at least 24 hours prior to
the Closing and at Closing shall be delivered to the Purchaser.
d.
INTEREST PAYABLE: February 15 and August 15 of each year, commencing August 15,
e.
MATURITY SCHEDULE AND INTEREST RATE:
2014.
f. REDEMPTION: The Series B Bonds maturing on or after August 15, 2024 may be
redeemed, at the option of the District from any source of funds, in whole but not in part, on any date
on or after August 15, 2023, at a redemption price equal to the principal amount of the Series B
Bonds to be redeemed plus accrued interest to the date of redemption, without premium.
Mandatory Sinking Fund Redemption. The Series B Bonds maturing on August 15, 20__
shall be called before maturity and redeemed, from the Sinking Fund Payments that have been
deposited into the Redemption Account, on August 15, 20__, and on each August 15 thereafter prior
to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Series
B Bonds so called for redemption shall be selected by the Paying Agent by lot and shall be redeemed
at a redemption price for each redeemed Series B Bond equal to the principal amount thereof, plus
accrued interest to the redemption date, without premium, as follows:
Mandatory Sinking
Account Payment Date
(___ 1)
Mandatory Sinking
Account Payment
___________________
*Maturity
h.
CLOSING DATE: February __, 2014 or such other date mutually agreed to by the
District and the Purchaser.
A-1
i. DELIVERY: Payment shall be made by wire transfer to the Paying Agent of the
Purchase Price at Closing. Delivery of the Series B Bond and other documents shall be made at the
offices of Stradling Yocca Carlson & Rauth, a Professional Corporation, 660 Newport Center Drive,
Suite 1600, Newport Beach, CA 92660 or such other place as shall have been mutually agreed upon
by the District and the Purchaser.
A-2
EXHIBIT B
SERIES B BONDS INFORMATION
1.
Special Tax Report for Fiscal Year 2013-14
2.
Tables 1 through 9 as set forth in the follow pages of this Exhibit B
B-1
TABLE 1
FISCAL YEAR 2013-14 ASSIGNED SPECIAL TAXES
COMMUNITY FACILITIES DISTRICT NO. 2004-1
Description
Single-Family Detached
Single-Family Detached
Single-Family Detached
Single-Family Detached
Single-Family Detached
Single-Family Detached
Single-Family Detached
Single-Family Attached
Single-Family Attached
Apartment Property
Custom Lot Property
Custom Lot Property
Non-Residential Property
Undeveloped Property
Totals
Land
Use
Class
Residential
Floor Area/(Lot
Size)
1
2
3
4
5
6
7
8
9
10
11
12
13
N/A
4,850 sq. ft.
4,550 – 4,850 sq. ft.
4,250 – 4,549 sq. ft.
3,950 – 4,249 sq. ft.
3,650 – 3,949 sq. ft.
3,350 – 3,649 sq. ft.
< 3,350 sq. ft.
≥ 2,000 sq. ft.
< 2,000 sq. ft.
N/A
> (14,000 sq. ft.)
≤ (14,000 sq. ft.)
N/A
No. of
Units/
(Acres)
95
80
89
80
165
104
79
82
0
0
63(3)
69(4)
(0.00)
(33.02)
Fiscal Year
2013-14
Assigned/Maximum
Special Tax
Per Unit/(Acre)(1)
$
(1)
7,178.92
6,724.78
6,246.74
6,023.26
5,799.78
5,675.49
5,162.79
4,133.82
3,445.45
974.00
10,855.02
7,744.19
(16,304.64)
(43,746.36)
Fiscal Year
2013-14
Actual Special
Tax Per
Unit/(Acre)
$
5,957.55
5,580.68
5,183.97
4,998.51
4,813.05
4,709.90
4,284.43
3,430.52
0.00(2)
0.00(2)
9,008.23
6,426.65
(0.00)(2)
(0.00)
Aggregate
Fiscal Year
2013-14 Tax
Percent of
Total
$565,967.25
446,454.40
461,373.33
399,880.80
794,153.25
489,830.64
338,470.76
281,303.46
0.00
0.00
567,518.49
443,439.54
0.00
0.00
$4,788,391.92
Assigned Special Tax rates for Developed Property (Tax Classes 1-13) and Maximum Special Tax rate for Undeveloped Property. The
Maximum Special Tax for a parcel of Developed Property is equal to the greater of (i) the Backup Special Tax or (ii) the Assigned Special
Tax determined by reference to Table 1 of Section C of the Rate and Method. The Fiscal Year 2013-14 Backup Special Tax is $33,313.21
per acre for Developed Property. The Backup, Assigned, and Maximum Special Tax rates escalate at 2% per year.
(2)
For Fiscal Year 2013-14, there were no units/acres in these tax classes.
(3)
Of the 63 units in Tax Class 11, 41 had building permits as of January 1, 2013.
(4)
Of the 69 units in Tax Class 12, 46 had building permits as of January 1, 2013.
Source: David Taussig & Associates, Inc.
B-2
11.82%
9.32
9.64
8.35
16.58
10.23
7.07
5.87
0.00
0.00
11.85
9.26
0.00
0.00
100.00%
TABLE 2
ANNUAL CHANGE IN ASSESSED VALUE
COMMUNITY FACILITIES DISTRICT NO. 2004-1
Number of
Developed
Residential
Parcels With
Building
Permit(2)
Average
Assessed Value
Per Developed
Residential
Parcel With
Building
Permit(2)
Average Percent
Change
(Developed
Residential
Parcel With
Building
Permit)(2)
NA
Assessed Value(1)
Percent Change
(Overall)
Assessed Value
for Developed
Residential
Property With
Building
Permit(1)(2)
2007-2008
$1,140,247,423
NA
$1,029,797,273
768
$1,340,882
2008-2009
$1,185,127,115
3.94%
$1,102,841,779
818
$1,348,217
0.55%
2009-2010
$1,025,163,553
-13.50%
$952,697,676
835
$1,140,955
-15.37%
2010-2011
$974,431,343
-4.95%
$924,712,970
841
$1,099,540
-3.63%
2011-2012
$970,106,272
-0.44%
$928,057,520
847
$1,095,700
-0.35%
2012-2013
$957,608,780
-1.29%
$917,764,874
850
$1,079,723
-1.46%
2013-2014
$970,018,401
1.30%
$931,743,649
861
$1,082,165
0.23%
Year
(1)
As of January 1 of each year provided by the County of Orange Assessor. Assessed value is the sum of land value and improvement value.
Based on building permits issued as of January 1 of each year.
Source: David Taussig & Associates, Inc.
(2)
TABLE 3
DIRECT AND OVERLAPPING DEBT SUMMARY
COMMUNITY FACILITIES DISTRICT NO. 2004-1
Actual
Fiscal Year
2013-14
Total Levy
Amount of
Levy on
Parcels in
CFD No.
2004-1
Capistrano Unified School District CFD No. 98-2
$10,137,865
$1,990,507
Metropolitan Water District G.O. Bonds
Percent of
Levy on
Parcels in
CFD No.
2004-1
Total Debt
Outstanding(1)
CFD No.
2004-1
Share of
Total Debt
Outstanding
19.6344%
$104,839,491
$20,584,582
Overlapping District
$94,962,540
$33,832
0.0356%
$165,085,000
$58,814
Santa Margarita Water District ID No. 4B
$892,969
$108,801
12.1842%
$11,095,000
$1,351,837
Santa Margarita Water District ID No. 4(2)
$2,739,572
$429,323
15.6712%
$26,926,767
$4,219,743
Estimated Share of Overlapping Debt Allocable
to the District:
(3)
Plus the CFD No. 2004-1 Series 2014 Refunding Bonds :
Estimated Share of Direct and Overlapping Debt Allocable to the
District:
(1)
$26,214,975
$67,545,000
$93,759,975
As of September 2, 2013.
Based on allocation by the Santa Margarita Water District to the Ladera Ranch area for Fiscal Year 2013-14 and on information provided
by the Santa Margarita Water District staff.
(3)
Based on preliminary bond sizing dated November 18, 2013.
Source: David Taussig & Associates, Inc.
(2)
B-3
TABLE 4
ESTIMATED FISCAL YEAR 2013-14(1)
EFFECTIVE TAX RATE RANGES
Property Classification
Single-Family Property
Custom Lot Property with Building Permit and
Improvement Value
Custom Lot Property without Building Permit
Number
of
Parcels
774
Expected Effective
Tax Rate Range
Maximum Effective
Tax Rate Range
1.70% – 1.99%
1.91% – 2.13%
87
45
1.57% – 1.64%
2.69% – 3.13%
1.72% – 1.81%
4.73% – 5.10%
(1)
Based on ownership status as of January 1, 2013.
Source: David Taussig & Associates, Inc.
B-4
TABLE 5A
SAMPLE PROPERTY TAX BILL
PROJECTED FOR FISCAL YEAR 2013-14
FOR RESIDENTIAL PROPERTY
TAX CLASS 5 (SFD 3,650 – 3,949 SF)
Percent of
Net AV
Assessed Valuation and Property Taxes
TOTAL ASSESSED VALUE(1)
NET ASSESSED VALUE(1)
LAND ASSESSED VALUE(1)
Maximum
Amount
$955,931
$948,931
$221,996
Unit Size for Single Family Detached Property(2)
3,788 sq. ft.
Lot Size for Single Family Detached Property(3)
9,375 sq. ft.
AD VALOREM PROPERTY TAXES(4)
Basic Levy
Metropolitan Water District G.O. Bonds
Santa Margarita Water District ID No. 4
Santa Margarita Water District ID No. 4D(11)
Total General Property Taxes and Overrides
Expected
Amount
0.16060% of land value
0.04070% of land value
ASSESSMENTS, SPECIAL TAXES AND PARCEL CHARGES
Mosquito & Fire Ant Assessment(5)
Vector Control Charge(6)
Metropolitan Water District West Standby Charge(7)
Santa Margarita Water District ID No. 4 D/S Charge(8)
Capistrano Unified School District CFD No. 98-2(9)
County of Orange CFD No. 2004-1(10)
Total Assessments and Parcel Charges
1.00000%
0.00350%
0.03757%
0.00952%
1.05059%
$9,486.31
$33.21
$356.53
$90.35
$9,969.40
$5.02
$1.92
$10.08
$16.71
$2,109.41
$4,813.05
$6,956.19
$2,109.41
$7,169.42
$9,312.56
PROJECTED TOTAL PROPERTY TAXES
$16,925.59
$19,281.96
Projected Total Effective Tax Rate (as % of Assessed Value)
1.77059%
2.01709 %
(1)
Based on average assessed value for 165 Tax Class 5 units as of January 1, 2013 provided by the County Assessor. Net Assessed Value
includes $7,000 homeowner's exemption. Total Assessed Value used to determine the Total Effective Tax Rate.
(2)
Based on the average unit size for 165 Tax Class 5 units.
(3)
Based on the average lot size for 165 Tax Class 5 units.
(4)
Based on actual Fiscal Year 2013-14 ad valorem rates.
(5)
Based on the Fiscal Year 2013-14 rate of $5.02 per benefit unit. Residential parcels are assessed at 1 benefit unit.
(6)
Based on the Fiscal Year 2013-14 rate of $1.92 per benefit unit. Residential parcels are assessed at 1 benefit unit.
(7)
Based on the Fiscal Year 2013-14 rate of $10.08 per parcel or per acre, whichever is greater.
(8)
Based on the Fiscal Year 2013-14 rate of $16.71 per parcel.
(9)
Projected and maximum amount based on the Capistrano Unified School District CFD No. 98-2 Fiscal Year 2013-14 average Special Tax
levy for 165 Tax Class 5 units. The Assigned and Backup Special Tax rates escalate at 2% per year once a parcel has been classified as
Developed Property.
(10)
Projected amount based on the CFD No. 2004-1 Fiscal Year 2013-14 actual Special Tax rate of $4,813.05 per unit for Tax Class 5 property.
Maximum amount based on the greater of the Assigned Special Tax or the Backup Special Tax, where the Fiscal Year 2013-14 Assigned
Special Tax rate is $5,799.78 per unit and the Fiscal Year 2013-14 Backup Special Tax rate is $33,313.21 per parcel acre. The Assigned and
Backup Special Tax rates escalate at 2% per year.
(11)
ID 4D ad valorem property taxes are applied to repay ID 4B general obligation bonds.
Source: David Taussig & Associates, Inc.; the County; Metropolitan Water District; Santa Margarita Water District.
B-5
TABLE 5B
SAMPLE PROPERTY TAX BILL
PROJECTED FOR FISCAL YEAR 2013-14
CUSTOM LOT PROPERTY
TAX CLASS 12 (LOT SIZE ≤ 14,000 SF)
INDIVIDUALLY-OWNED WITH BUILDING PERMIT
Percent of
Net AV
Assessed Valuation and Property Taxes
TOTAL ASSESSED VALUE(1)
NET ASSESSED VALUE(1)
LAND ASSESSED VALUE(1)
$1,881,360
$1,874,360
$446,911
Unit Size for Single Family Detached Property(2)
5,811 sq. ft.
Lot Size for Single Family Detached Property(3)
12,145 sq. ft.
AD VALOREM PROPERTY TAXES(4)
Basic Levy
Metropolitan Water District G.O. Bonds
Santa Margarita Water District ID No. 4
Santa Margarita Water District ID No. 4D(11)
Total General Property Taxes and Overrides
0.16060% of land value
0.04070% of land value
ASSESSMENTS, SPECIAL TAXES AND PARCEL CHARGES
Mosquito & Fire Ant Assessment(5)
Vector Control Charge(6)
Metropolitan Water District West Standby Charge(7)
Santa Margarita Water District ID No. 4 D/S Charge(8)
Capistrano Unified School District CFD No. 98-2(9)
County of Orange CFD No. 2004-1(10)
Total Assessments and Parcel Charges
1.00000%
0.00350%
0.03829%
0.00970%
1.05150%
Expected
Amount
Maximum
Amount
$18,743.60
$65.60
$717.74
$181.89
$19,708.83
$5.02
$1.92
$10.08
$16.71
$3,292.44
$6,426.65
$9,752.82
$3,292.44
$9,288.44
$12,614.61
PROJECTED TOTAL PROPERTY TAXES
$29,461.65
$32,323.44
Projected Total Effective Tax Rate (as % of Assessed Value)
1.56598%
1.71809%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Based on average assessed value for 40 individually-owned Tax Class 12 units with building permits and improvement value as of January
1, 2013 provided by the County Assessor. Net Assessed Value includes $7,000 homeowner's exemption. Total Assessed Value used to
determine the Total Effective Tax Rate.
Based on the average unit size for 40 individually-owned Tax Class 12 units with building permits and improvement value as of January 1,
2013.
Based on the average lot size for 40 individually-owned Tax Class 12 units with building permits and improvement value as of January 1,
2013.
Based on actual Fiscal Year 2013-14 ad valorem rates.
Based on the Fiscal Year 2013-14 rate of $5.02 per benefit unit. Residential parcels are assessed at 1 benefit unit.
Based on the Fiscal Year 2013-14 rate of $1.92 per benefit unit. Residential parcels are assessed at 1 benefit unit.
Based on the Fiscal Year 2013-14 rate of $10.08 per parcel or per acre, whichever is greater.
Based on the Fiscal Year 2013-14 rate of $16.71 per parcel.
Projected and maximum amount based on the Capistrano Unified School District CFD No. 98-2 Fiscal Year 2013-14 average Special Tax
levy for 40 individually-owned Tax Class 12 units with building permits and improvement value as of January 1, 2013. The Assigned and
Backup Special Tax rates escalate at 2% per year once a parcel has been classified as Developed Property.
Projected amount based on the CFD No. 2004-1 Fiscal Year 2013-14 actual Special Tax rate of $6,426.65 per unit for Tax Class 12
property. Maximum amount based on the greater of the Assigned Special Tax or the Backup Special Tax, where the Fiscal Year 2013-14
Assigned Special Tax rate is $7,744.19 per unit and the Fiscal Year 2013-14 Backup Special Tax rate is $33,312.21 per parcel acre. The
Assigned and Backup Special Tax rates escalate at 2% per year.
B-6
(11)
ID 4D ad valorem property taxes are applied to repay ID 4B general obligation bonds.
Source: David Taussig & Associates, Inc.; the County; Metropolitan Water District; Santa Margarita Water District.
TABLE 5C
SAMPLE PROPERTY TAX BILL
PROJECTED FOR FISCAL YEAR 2013-14
CUSTOM LOT PROPERTY
TAX CLASS 12 (LOT SIZE ≤ 14,000 SF)
INDIVIDUALLY-OWNED WITH NO BUILDING PERMIT
Percent of
Net AV
Assessed Valuation and Property Taxes
TOTAL ASSESSED VALUE(1)
NET ASSESSED VALUE(1)
LAND ASSESSED VALUE(1)
Maximum
Amount
$368,576
$368,576
$368,576
Unit Size for Single Family Detached Property(2)
0 sq. ft.
Lot Size for Single Family Detached Property(3)
AD VALOREM PROPERTY TAXES(4)
Basic Levy
Metropolitan Water District G.O. Bonds
Santa Margarita Water District ID No. 4
Santa Margarita Water District ID No. 4D(11)
Total General Property Taxes and Overrides
Expected
Amount
12,172 sq. ft.
0.16060% of land value
0.04070% of land value
ASSESSMENTS, SPECIAL TAXES AND PARCEL CHARGES
Mosquito & Fire Ant Assessment(5)
Vector Control Charge(6)
Metropolitan Water District West Standby Charge(7)
Santa Margarita Water District ID No. 4 D/S Charge(8)
Capistrano Unified School District CFD No. 98-2(9)
County of Orange CFD No. 2004-1(10)
Total Assessments and Parcel Charges
1.00000%
0.00350%
0.16060%
0.04070%
1.20480%
$3,685.76
$12.90
$591.93
$150.01
$4,440.60
$2.50
$0.10
$10.08
$16.71
$0.00
$6,426.65
$6,456.04
$3,650.57
$9,308.84
$12,988.80
PROJECTED TOTAL PROPERTY TAXES
$10,896.64
$17,429.40
Projected Total Effective Tax Rate (as % of Assessed Value)
2.95642%
4.72885%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Based on average assessed value for 22 individually-owned Tax Class 12 units with no building permits as of January 1, 2013 provided by
the County Assessor. Net Assessed Value includes $7,000 homeowner's exemption. Total Assessed Value used to determine the Total
Effective Tax Rate.
Based on the average unit size for 22 individually-owned Tax Class 12 units with no building permits as of January 1, 2013.
Based on the average lot size for 22 individually-owned Tax Class 12 units with no building permits as of January 1, 2013
Based on actual Fiscal Year 2013-14 ad valorem rates.
Based on the Fiscal Year 2013-14 rate of $2.50 per benefit unit. Vacant residential parcels are assessed at 0.5 benefit units per vacant
parcel.
Based on the Fiscal Year 2013-14 rate of $0.10 per benefit unit. Vacant residential parcels are assessed at 0.5 benefit units per vacant
parcel.
Based on the Fiscal Year 2013-14 rate of $10.08 per parcel or per acre, whichever is greater.
Based on the Fiscal Year 2013-14 rate of $16.71 per parcel.
Expected amount is $0.00 as there is no Capistrano Unified School District CFD No. 98-2 FY 2013-14 levy on Undeveloped Property.
Maximum amount based on the Fiscal Year 2013-14 Maximum Special Tax rate of $13,064.15 per acre for Undeveloped Property. The
Maximum Special Tax Rate escalates at 2% per year.
B-7
(10)
Expected amount based on the CFD No. 2004-1 Fiscal Year 2013-14 actual Special Tax rate of $6,426.65 per unit for Tax Class 12
property. Maximum amount based on the greater of the Assigned Special Tax or the Backup Special Tax, where the Fiscal Year 2013-14
Assigned Special Tax rate is $7,744.19 per unit and the Fiscal Year 2013-14 Backup Special Tax rate is $33,313.21 per parcel acre. The
Assigned and Backup Special Tax rates escalate at 2% per year.
(11)
ID 4D ad valorem property taxes are applied to repay ID 4B general obligation bonds.
Source: David Taussig & Associates, Inc.; the County; Metropolitan Water District; Santa Margarita Water District.
TABLE 6
COMMUNITY FACILITIES DISTRICT NO. 2004-1
TAXPAYER SUMMARY
Owner(1)
Warmington Legacy
Individual Owners
Total
Number of
Parcels
Taxed
Actual Fiscal
Year 2013-14
Special Tax
Levy
Percent of
Total Levy
Delinquent
Special Tax as of
November 15,
2013(2)
14
892
906
$110,626
$4,677,766
$4,788,392
2.31%
97.69%
100.00%
$0
$29,708
$29,708
Delinquency
Rate(2)
0.00%
0.63%
0.63%
(1)
Ownership as of January 1, 2013, provided by the County Assessor. No owner responsible for more than 2.50% of the FY 2013-14 Special
Tax levy.
(2)
Total amount delinquent for Fiscal Year 2012-13. Delinquency data as of November 15, 2013 provided by the County Assessor.
Source: David Taussig & Associates, Inc.
TABLE 7
COMMUNITY FACILITIES DISTRICT NO. 2004-1
SPECIAL TAX DELINQUENCY HISTORY
Fiscal Year
2007-08
2008-09
2009-10
2010-11
2011-12
2012-13
Amount Levied
$3,864,148
3,909,286
4,228,467
4,320,995
4,257,369
4,697,119
Parcels
Levied
831
873
886
892
892
892
Delinquencies at Fiscal Year End
Parcels
Amount
Percent
Delinquent
Delinquent
Delinquent
N/A
142
76
31
40
23
$692,635
562,284
311,452
128,443
145,468
95,026
17.92%
14.38
7.37
2.97
3.42
2.02
Delinquencies as of November 15, 2013
Parcels
Amount
Percent
Delinquent
Delinquent
Delinquent
0
0
2
1
6
9
$
0.00
0.00
6,039
4,792
26,384
29,708
0.00%
0.00
0.14
0.11
0.62
0.63
The District a participant in the County’s Teeter Plan pursuant to which the County pays the District 100% of the amount levied with regard
to delinquencies.
(2)
As of fiscal year end of year levied.
(3)
Delinquency data as of November 15, 2013 provided by the County Tax Collector.
Source: David Taussig & Associates, Inc.
(1)
B-8
TABLE 8
ESTIMATED ASSESSED VALUE-TO-LIEN RATIOS
BY LAND USE TYPE
Property
Classification/Owner(1)
CFD No. 20041 Actual Fiscal
Year 2013-14
Levy
CFD No.
2004-1 Bonds
Outstanding(2)
Capistrano
Unified
School
District CFD
No. 98-2
Bonds
Outstanding(3)
774
$3,777,434
$53,284,438
$17,442,362
$43,631
$935,490
$2,920,120
$74,629,041
$769,584,959
10.31
8
59,158
834,482
190,540
286
15,733
49,110
1,090,152
4,703,664
4.31
6
51,468
726,004
0
141
11,741
36,650
774,536
2,321,786
3.00
79
605,806
8,545,489
2,951,679
9,568
207,062
646,342
12,360,140
157,455,026
12.74
Number of
Parcels
Metropolitan
Water District
Bonds
Outstanding(3)
Santa
Margarita
Water District
ID No. 4B
Bonds
Outstanding(3)
Santa Margarita
Water District ID No.
4 Bonds
Outstanding(3)
Total Direct
and
Overlapping
Debt
Assessed
Value(1)
Estimated Assessed
Value to Lien
Ratios
Developed Property(4)
Residential Property
Single-Family Property
Custom Lot Property(6)
Warmington Legacy:
With Building Permit(2)
With No Building
Permit(2)
Individual Owners:
With Building Permit(2)
With No Building
Permit(2)
Subtotal Custom Lot
Subtotal Developed
Property
39
294,526
4,154,586
0
979
81,376
254,015
4,490,957
16,092,092
3.58
132
1,010,958
14,260,562
3,142,219
10,974
315,913
986,117
18,715,786
180,572,568
9.65
906
$4,788,392
$67,545,000
$20,584,582
$57,606
$1,251,402
$3,906,237
$93,344,827
$950,157,527
10.18
100
0
0
0
1,208
100,435
313,506
415,149
19,860,874
47.84
1,006
$4,788,392
$67,545,000
$20,584,582
$58,814
$1,351,837
$4,219,743
$93,759,975
$970,018,401
10.35
Undeveloped Property(5)
Proposed Custom Lot
Total Developed
Property
(1)
Ownership and assessed values as of January 1, 2013 provided by the County Assessor. Assessed value calculated as land value plus improvement value.
Based on preliminary bond sizing dated November 18, 2013. Allocated based on Fiscal Year 2013-14 levy.
(3)
As of September 2, 2013. Allocated based on Fiscal Year 2013-14 levy.
(4)
Per the Rate and Method, Developed Property is Custom Lot Property or property for which a building permit was issued as of January 1, 2013.
(5)
Per the Rate and Method, Undeveloped Property is property that is not Custom Lot Property or for which a building permit was not issued as of January 1, 2013.
(6)
Per the Rate and Method, Custom Lot Property is property (i) for which a Final Map was recorded prior to January 1, 2013; (ii) for which (a) escrow has closed prior to January 1, 2013 to an owner
other than DMB Ladera, LLC, or (b) a building permit was issued prior to January 1, 2013; and (iii) that is a Proposed Custom Lot.
Source: David Taussig & Associates, Inc.
(2)
B-9
TABLE 9
ESTIMATED ASSESSED VALUE-TO-LIEN RATIOS
FOR DEVELOPED PROPERTY BY RANGES
Estimated
Assessed
Value-to-Lien
Ratio Range
Number
of
Parcels
Fiscal Year
2013-14
Special Tax
0 – 2.99
3.00 – 4.99
5.00 – 9.99
10.00 – 19.99
20.00 or more
Total
18(4)
38(5)
346
504
0
906
$ 149,240
278,698
1,588,567
2,771,887
0
$ 4,788,392
CFD No.
2004-1 Bonds
Outstanding(2)
Capistrano
Unified School
District CFD
No. 98-2 Bonds
Outstanding(3)
$
$
2,105,182
3,931,308
22,408,308
39,100,202
0
$ 67,545,000
120,632
223,478
6,910,754
13,329,717
0
$ 20,584,582
Metropolitan
Water District
Bonds
Outstanding(3)
Santa
Margarita
Water District
ID No. 4B
Bonds
Outstanding(3)
Santa
Margarita
Water District
ID No. 4
Bonds
Outstanding(3)
$
$
$
$
396
1,024
16,856
39,330
0
57,606
(1)
32,871
79,524
313,448
825,560
0
$ 1,251,402
102,605
248,233
978,424
2,576,975
0
$ 3,906,237
Total Direct
and
Overlapping
Debt
$
2,361,685
4,483,567
30,627,791
55,871,784
0
$ 93,344,827
Assessed Value(1)
$
6,500,132
16,841,262
278,441,786
648,374,347
0
$ 950,157,527
Estimated
Assessed
Value-toLien Ratio
2.75
3.76
9.09
11.60
NA
10.18
Assessed values as of January 1, 2013 provided by the County Assessor. Assessed value calculated as land value plus improvement value.
Based on preliminary bond sizing dated November 18, 2013. Allocated based on fiscal year 2013-14 levy.
As of September 2, 2013. Allocated based on Fiscal Year 2013-14 levy.
(4)
14 parcels are Custom Lot Property that have not been issued building permits and had no improvement value as of January 1, 2013. Of the 14, nine were owned by individuals, and five were
owned by Warmington Legacy as of January 1, 2013. Four parcels are Custom Lot Property that had building permits issued in July 2008 and October 2012, but had no improvement value as of
January 1, 2013. Of the four, one was owned by an individual, and three were owned by Warmington Legacy as of January 1, 2013.
(5)
30 parcels are Custom Lot Property that have not been issued building permits or and had no improvement value as of January 1, 2013. Of the 30, 29 were owned by individuals, and one was
owned by Warmington Legacy as of January 1, 2013. Six parcels are Custom Lot Property that had building permits issued in September 2008, October 2012, and November 2012, but had no
improvement value as of January 1, 2013. Of the six, three were owned by individuals, and three were owned by Warmington Legacy as of January 1, 2013. Two parcels have reduced assessed
value due to Proposition 60/90, which allows property owners aged 55 and older to transfer the base year value of a sold home to a replacement home of equal or lesser value within the same
county (Proposition 60), or to another county in California (Proposition 90). Said properties are owned by individuals and have base year values of 1985 and 1997.
Source: David Taussig & Associates, Inc.
(2)
(3)
B-10
EXHIBIT C
FORM OF OPINION OF BOND COUNSEL
___________, 2014
Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch)
Santa Ana, California
Re:
$__________ Community Facilities District No. 2004-1 (Ladera Ranch) Series 2014A
Special Tax Refunding Bonds
$__________ Community Facilities District No. 2004-1 (Ladera Ranch) Series 2014B
Special Tax Refunding Bonds
Ladies and Gentlemen:
We have examined the Constitution and the laws of the State of California, a certified record of the
proceedings of the County of Orange taken in connection with the authorization and issuance by the
Community Facilities District No. 2004-1 of the County of Orange (Ladera Ranch) (the “District”) of its
Series 2014A Special Tax Refunding Bonds in the aggregate principal amount of $________ (the “Series A
Bonds”) and its Series 2014B Special Tax Refunding Bonds in the aggregate principal amount of $________
(the “Series B Bonds” and together with the Series A Bonds, the “Bonds”) and such other information and
documents as we consider necessary to render this opinion. In rendering this opinion, we have relied upon
certain representations of fact and certifications made by the District, the initial purchasers of the Bonds and
others. We have not undertaken to verify through independent investigation the accuracy of the
representations and certifications relied upon by us.
The Bonds have been issued pursuant to the Mello Roos Community Facilities Act of 1982, as
amended (comprising Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of
California), Resolution No. _____, adopted by the Board of Supervisors of the County of Orange, acting in its
capacity as the legislative body of the District (the “Board”) on [January __, 2014], and the Supplement to
Resolution No. _____ executed pursuant to the terms thereof (the foregoing resolution and supplement being
collectively referred to herein as the “Resolution”). All capitalized terms not defined herein shall have the
meaning set forth in the Resolution.
The Bonds are dated their date of delivery and mature on the dates and in the amounts set forth in the
Resolution. The Bonds bear interest payable semiannually on each February 15 and August 15, commencing
on August 15, 2014, at the rates per annum set forth in the Resolution. The Bonds are registered Bonds in the
form set forth in the Resolution, redeemable in the amounts, at the times and in the manner provided for in the
Resolution.
Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we
deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that:
(1)
The Bonds have been duly and validly authorized by the District and are legal, valid and
binding limited obligations of the District, enforceable in accordance with their terms and the terms of the
Resolution, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other similar laws affecting creditors’ rights generally, or by the exercise of judicial
discretion in accordance with general principles of equity or otherwise in appropriate cases, or by the
limitations on legal remedies against public agencies in the State of California. The Bonds are limited
C-1
obligations of the District but are not a debt of the County of Orange, the State of California or any other
political subdivision thereof within the meaning of any constitutional or statutory limitation, and, except for
the Special Taxes, neither the faith and credit nor the taxing power of the County of Orange, the State of
California, or any of its political subdivisions is pledged for the payment thereof.
(2)
The execution and delivery of the Resolution has been duly authorized by the District, and the
Resolution is valid and binding upon the District and is enforceable in accordance with its terms, except to the
extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws affecting creditors’ rights generally, or by the exercise of judicial discretion
in accordance with general principles of equity or otherwise in appropriate cases, or by the limitations on legal
remedies against public agencies in the State of California; provided, however, we express no opinion as to the
enforceability of the covenant of the District contained in the Resolution to levy Special Taxes for the payment
of Administrative Expenses and we express no opinion as to any provisions with respect to indemnification,
penalty, contribution, choice of law, choice of forum or waiver provisions contained therein.
(3)
The Resolution creates a valid pledge of that which the Resolution purports to pledge, subject
to the provisions of the Resolution, except to the extent that enforceability of the Resolution may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting
creditors’ rights generally, or by the exercise of judicial discretion in accordance with general principles of
equity or otherwise in appropriate cases, or by the limitations on legal remedies against public agencies in the
State of California.
(4)
Under existing statutes, regulations, rulings and judicial decisions, interest (and original issue
discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of
tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and
corporations; however, it should be noted that, with respect to corporations, such interest (and original issue
discount) will be included as an adjustment in the calculation of alternative minimum taxable income, which
may affect the alternative minimum tax liability of corporations.
(5)
income tax.
Interest (and original issue discount) on the Bonds is exempt from State of California personal
(6)
The difference between the issue price of a Bond (the first price at which a substantial amount
of the Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect
to such Bond constitutes original issue discount. Original issue discount accrues under a constant yield
method, and original issue discount will accrue to a Bondowner before receipt of cash attributable to such
excludable income. The amount of original issue discount deemed received by a Bondowner will increase the
Bondowner’s basis in the applicable Bond. Original issue discount that accrues for the Bondowner is excluded
from the gross income of such owner for federal income tax purposes, is not an item of tax preference for
purposes of calculating the federal alternative minimum tax imposed on individuals or corporations (as
described in paragraph 4 above) and is exempt from State of California personal income tax.
(7)
The amount by which a Bondowner’s original basis for determining loss on sale or exchange
in the applicable Bond (generally the purchase price) exceeds the amount payable on maturity (or on an earlier
call date) constitutes amortizable Bond premium which must be amortized under Section 171 of the Internal
Revenue Code of 1986, as amended (the “Code”); such amortizable Bond premium reduces the Bondowner’s
basis in the applicable Bond (and the amount of tax-exempt interest received), and is not deductible for federal
income tax purposes. The basis reduction as a result of the amortization of Bond premium may result in a
Bondowner realizing a taxable gain when a Bond is sold by the owner for an amount equal to or less (under
certain circumstances) than the original cost of the Bond to the owner.
The opinion expressed in paragraph (4) above as to the exclusion from gross income for federal
income tax purposes of interest (and original issue discount) on the Bonds is subject to the condition that the
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District complies with all requirements of the Code, that must be satisfied subsequent to the issuance of the
Bonds to assure that such interest (and original issue discount) will not become includable in gross income for
federal income tax purposes. Failure to comply with such requirements of the Code might cause interest (and
original issue discount) on the Bonds to be included in gross income for federal income tax purposes
retroactive to the date of issuance of the Bonds. The District has covenanted to comply with all such
requirements. Except as set forth in paragraphs (4), (5), (6) and (7) above, we express no opinion as to any tax
consequences related to the Bonds.
Certain requirements and procedures contained or referred to in the Resolution may be changed, and
certain actions may be taken, under the circumstances and subject to the terms and conditions set forth in the
Resolution, upon the advice or with the approving opinion of counsel nationally recognized in the area of taxexempt obligations. We express no opinion as to the exclusion of interest on the Bonds from gross income for
federal income tax purposes on and after the date on which any such change occurs or action is taken upon the
advice or approval of counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation.
We are admitted to the practice of law only in the State of California and our opinion is limited to
matters governed by the laws of the State of California and federal law. We assume no responsibility with
respect to the applicability or the effect of the laws of any other jurisdiction and express no opinion as to the
enforceability of the choice of law provisions contained in the Resolution.
The opinions expressed herein are based upon an analysis of existing statutes, regulations, rulings and
judicial decisions and cover certain matters not directly addressed by such authorities.
We call attention to the fact that the foregoing opinions may be affected by actions taken (or not
taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to
inform any person, whether such actions or events are taken (or not taken) or do occur (or do not occur).
We express no opinion herein as to the accuracy, completeness or sufficiency of the Official
Statement or other offering material relating to the Bonds and expressly disclaim any duty to advise the owners
of the Bonds with respect to the matters contained in the Official Statement.
Respectfully submitted,
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