$13,015,000 CITY OF CARLSBAD COMMUNITY FACILITIES ...cdiacdocs.sto.ca.gov/2016-2548.pdfrefund all of the City of Carlsbad Community Facilities District No. 3 2008 Special Tax Bonds

NEW ISSUE - BOOK-ENTRY ONLY UNRATED

In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described in this Official Statement, 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. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. See the caption “TAX EXEMPTION.”

County of San Diego State of California

$13,015,000CITY OF CARLSBAD COMMUNITY FACILITIES DISTRICT NO. 3

2016 SPECIAL TAX REFUNDING BONDS(IMPROVEMENT AREA 2)

Dated: Date of Delivery Due: September 1, as shown on the inside front cover page

The City of Carlsbad Community Facilities District No. 3 2016 Special Tax Refunding Bonds (Improvement Area 2) are being issued: (i) to refund all of the City of Carlsbad Community Facilities District No. 3 2008 Special Tax Bonds (Improvement Area 2), which are currently outstanding in the aggregate principal amount of $12,890,000; (ii) to fund a deposit to the Reserve Account; and (iii) to pay the costs of issuance of the Bonds. City of Carlsbad Community Facilities District No. 3 has been formed by and is located in the City of Carlsbad, California.

The Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California), and pursuant to a Bond Indenture, dated as of September 1, 2016, by and between the District and The Bank of New York Mellon Trust Company, N.A., as trustee. The Bonds are special obligations of the District and are payable solely from revenues derived from certain annual Special Taxes to be levied on and collected from the owners of certain taxable land within Improvement Area 2 of the District and from certain other funds pledged under the Indenture, all as further described in this Official Statement. The Special Taxes are to be levied according to the rate and method of apportionment approved by the City Council of the City and the qualified electors within the District. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes.” The City Council of the City is the legislative body of the District.

The Bonds are issuable in fully registered form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York. Individual purchases may be made in integral multiples of $5,000 and will be in book-entry form only. Purchasers of the Bonds will not receive certificates representing their beneficial ownership in the Bonds but will receive credit balances on the books of their respective nominees. The Bonds will not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described in this Official Statement. Interest on the Bonds will be payable on each March 1 and September 1, commencing March 1, 2017. Principal of and interest on the Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants, who are obligated to remit such payments to the Beneficial Owners of the Bonds. See the captions “THE BONDS—General Provisions” and “THE BONDS—Book-Entry Only System.”

Neither the faith and credit nor the taxing power of the City of Carlsbad, the County of San Diego, the State of California or any political subdivision of the State is pledged to the payment of the Bonds. Except for the Net Taxes, no other taxes are pledged to the payment of the Bonds. The Bonds are limited obligations of the District payable solely from Net Taxes and certain other amounts held under the Indenture, as more fully described in this Official Statement.

The Bonds are subject to optional redemption, mandatory sinking fund redemption and extraordinary redemption from Special Tax Prepayments prior to maturity. See the caption “THE BONDS—Redemption.”

CERTAIN EVENTS COULD AFFECT THE ABILITY OF THE DISTRICT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS WHEN DUE. THE PURCHASE OF THE BONDS INVOLVES SIGNIFICANT INVESTMENT RISKS, AND THE BONDS ARE NOT SUITABLE INVESTMENTS FOR MANY INVESTORS. SEE THE CAPTION “SPECIAL RISK FACTORS” FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER MATTERS SET FORTH IN THIS OFFICIAL STATEMENT, IN EVALUATING THE INVESTMENT QUALITY OF THE BONDS.

This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision.

______________________

MATURITY SCHEDULE(See Inside Cover Page)

______________________

The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, and subject to certain other conditions. Stradling Yocca Carlson & Rauth, a Professional Corporation, is serving as Disclosure Counsel with respect to the Bonds. Certain legal matters will be passed on for the City and the District by the City Attorney, for the Underwriter by Jones Hall, A Professional Law Corporation, San Francisco, California, and for the Trustee by its counsel. It is anticipated that the Bonds in book-entry form will be available for delivery in book-entry form through the facilities of DTC on or about September 1, 2016.

Dated: August 17, 2016

$13,015,000CITY OF CARLSBAD COMMUNITY FACILITIES DISTRICT NO. 3

2016 SPECIAL TAX REFUNDING BONDS(IMPROVEMENT AREA 2)

MATURITY SCHEDULE

Base CUSIP† 142661

Maturity Date (September 1)

Principal Amount Interest Rate Yield Price CUSIP†

$460,000 2.000% 101.263 DG92018 2.000 101.8352019 480,000 2.000 1.310 102.0232020 490,000 2.000 1.530 101.816 DK02021 500,000 2.000 101.3842022 510,000 2.000 1.930 100.394 DM62023 520,000 2.000 2.100 99.352 DN42024 525,000 2.000 2.240 98.251 DP92025 540,000 2.125 2.3802026 550,000 2.250 2.500 DR5

560,000 3.000 2.660 102.968(c) DS32028 580,000 2.800 99.493 DT12029 595,000 2.9202030 610,000 3.000 3.000 100.000 DV62031 630,000 3.000 3.050 99.401 DW42032 650,000 3.000 3.100 DX22033 3.000 3.150 DY02034 690,000 3.000 3.200

†

_____________________† ®

Bankers Association by S&P Capital IQ. Copyright© ® data herein is provided by

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accuracy of such numbers..

CITY OF CARLSBAD, CALIFORNIA

CITY COUNCIL

Matt Hall, Mayor Lorraine Wood, Mayor Pro Tem Mark Packard, Council Member

Keith Blackburn, Council Member Michael Schumacher, Council Member

CITY STAFF

Kevin Crawford, City Manager Gary Barberio, Assistant City Manager, Special Projects

Clay Phillips, Interim Assistant City Manager, Community Services Chuck McBride, Administrative Services Director

Celia Brewer, City Attorney Barbara Engleson, City Clerk

Craig Lindholm, City Treasurer

SPECIAL SERVICES

Bond Counsel and Disclosure Counsel

Stradling Yocca Carlson & Rauth, a Professional Corporation Newport Beach, California

Financial Advisor

Fieldman, Rolapp & Associates Irvine, California

Special Tax Consultant

NBS Temecula, California

Appraiser

Kitty Siino & Associates, Inc. Tustin, California

Trustee and Escrow Bank

The Bank of New York Mellon Trust Company, N.A. Los Angeles, California

Verification Agent

Causey Demgen & Moore P.C. Denver, Colorado

Except where otherwise indicated, all information contained in this Official Statement has been provided by the District and the City. No dealer, broker, salesperson or other person has been authorized by the District or the City to give any information or to make any representations in connection with the offer or sale of the Bonds other than those 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 District or the City. 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 a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness. The Underwriter has provided the following sentence for inclusion in this Official Statement:

The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of this information.

Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget,” “believe,” “anticipate” or other similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the caption “THE IMPROVEMENT AREA.”

The achievement of certain results or other expectations contained in such forward-looking statements involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described in this Official Statement to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The City does not plan to issue any updates or revisions to the forward-looking statements set forth in this Official Statement. In evaluating such statements, potential investors should specifically consider the various factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements.

In connection with the offering of the Bonds, the Underwriter may overallot or effect transactions that 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 and others at prices lower than the public offering prices stated on the inside cover page of this Official Statement, and the Underwriter may change those public offering prices from time to time.

The Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption contained in such act, and have not been registered or qualified under the securities laws of any state.

The City maintains a website. However, the information presented on such website is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds.

TABLE OF CONTENTS

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INTRODUCTION ................................................. 1 General ............................................................... 1 The District ......................................................... 1 Sources of Payment for the Bonds ..................... 2 Description of the Bonds .................................... 3 Tax Matters......................................................... 4 Professionals Involved in the Offering ............... 4 Continuing Disclosure ........................................ 4 Appraisal ............................................................ 4 Bond Owners’ Risks ........................................... 5 Other Information ............................................... 5

THE REFUNDING PLAN .................................... 5 General ............................................................... 5 Verification of Mathematical Computations ...... 6 Estimated Sources and Uses of Funds ................ 6

THE BONDS ......................................................... 6 General Provisions ............................................. 6 Book-Entry Only System ................................... 7 Authority for Issuance ........................................ 7 Redemption ........................................................ 8 Registration, Transfer and Exchange................ 10 Debt Service Schedule ...................................... 10

SOURCES OF PAYMENT FOR THE BONDS ................................................................ 11

Limited Obligations .......................................... 11 Special Taxes .................................................... 12 Reserve Account of the Special Tax Fund ....... 16 No Issuance of Parity Bonds Except for Refunding ......................................................... 17 No Acceleration ................................................ 17

THE IMPROVEMENT AREA ............................ 17 General Description .......................................... 17 Property Ownership .......................................... 17 Estimated Direct and Overlapping Indebtedness ..................................................... 23 Appraised Property Values ............................... 24 Estimated Value-to-Lien Ratio ......................... 25 Development Status .......................................... 28 Delinquency History ......................................... 30

SPECIAL RISK FACTORS ................................ 31 Concentration of Ownership ............................. 31 Limited Obligations .......................................... 32 Insufficiency of Special Taxes ......................... 32 Failure to Develop Properties ........................... 33 Endangered Species .......................................... 34 Natural Disasters .............................................. 34 Hazardous Substances ...................................... 34 Shapiro Decision .............................................. 35 Parity Taxes and Special Assessments ............. 36 Disclosures to Future Purchasers ...................... 36

Special Tax Delinquencies ............................... 37 Non-Cash Payments of Special Taxes ............. 37 Payment of the Special Tax is Not a Personal Obligation of the Owners ................................. 37 Land Values ..................................................... 38 Potential Early Redemption of Bonds from Prepayments ..................................................... 39 Billing of Special Taxes ................................... 39 Value-to-Lien Ratios ........................................ 39 IRS Audit of Tax-Exempt Bond Issues ............ 39 FDIC/Federal Government Interests in Properties ......................................................... 39 Bankruptcy and Foreclosure ............................ 41 No Acceleration Provision ............................... 42 Loss of Tax Exemption .................................... 42 Limitations on Remedies ................................. 43 Limited Secondary Market............................... 43 Proposition 218 ................................................ 43 Ballot Initiatives ............................................... 44

CONTINUING DISCLOSURE .......................... 44 District ............................................................. 44 Property Owners .............................................. 45

LEGAL MATTERS ............................................ 45

TAX EXEMPTION ............................................. 45

NO LITIGATION ............................................... 47

NO RATING ....................................................... 47

UNDERWRITING .............................................. 47

FINANCIAL ADVISOR ..................................... 48

FINANCIAL INTERESTS ................................. 48

PENDING LEGISLATION ................................ 48

ADDITIONAL INFORMATION ....................... 48 APPENDIX A RATE AND METHOD OF

APPORTIONMENT OF SPECIAL TAX ............................... A-1

APPENDIX B SUPPLEMENTAL INFORMATION CONCERNING THE CITY OF CARLSBAD AND THE COUNTY OF SAN DIEGO ............................................ B-1

APPENDIX C SUMMARY OF INDENTURE ...... C-1 APPENDIX D-1 FORM OF DISTRICT

CONTINUING DISCLOSURE AGREEMENT ............................ D-1-1

APPENDIX D-2 FORM OF PROPERTY OWNER CONTINUING DISCLOSURE CERTIFICATE ............................ D-2-1

APPENDIX E FORM OF OPINION OF BOND COUNSEL ....................................... E-1

APPENDIX F BOOK-ENTRY ONLY SYSTEM ... F-1 APPENDIX G APPRAISAL .................................. G-1

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Community Facilities District No. 3Improvement Area No. 2

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$13,015,000 CITY OF CARLSBAD COMMUNITY FACILITIES DISTRICT NO. 3

2016 SPECIAL TAX REFUNDING BONDS (IMPROVEMENT AREA 2)

INTRODUCTION

General

The purpose of this Official Statement, which includes the front cover page, the inside front cover page, the table of contents and the attached appendices (collectively, the “Official Statement”), is to provide certain information concerning the issuance of the $13,015,000 City of Carlsbad Community Facilities District No. 3 2016 Special Tax Refunding Bonds (Improvement Area 2) (the “Bonds”). The proceeds of the Bonds will be used: (i) to refund all of the City of Carlsbad Community Facilities District No. 3 2008 Special Tax Bonds (Improvement Area 2) (the “2008 Bonds”), which are currently outstanding in the aggregate principal amount of $12,890,000; (ii) to fund a deposit to the Reserve Account; and (iii) to pay the costs of issuance of the Bonds. See the captions “THE REFUNDING PLAN,” “ESTIMATED SOURCES AND USES OF FUNDS” and “SOURCES OF PAYMENT FOR THE BONDS—Reserve Account of the Special Tax Fund.”

This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The sale and delivery of Bonds to potential investors is made only by means of the entire Official Statement. All capitalized terms used in this Official Statement and not defined have the meanings set forth in Appendix C.

The Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Act”), and a Bond Indenture dated as of September 1, 2016 (the “Indenture”) by and between City of Carlsbad Community Facilities District No. 3 (the “District”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

The Bonds are secured under the Indenture by a pledge of and lien upon certain Net Taxes (as such term is defined in this Official Statement) and all moneys in the Special Tax Fund (other than the Administrative Expenses Account) as described under the Indenture.

The District

Formation Proceedings. The District was formed by the City of Carlsbad (the “City”) pursuant to the Act.

The Act was enacted by the State of California (the “State”) Legislature to provide an alternative method of financing certain public capital facilities and services, especially in developing areas of the State. Any local agency (as such term is defined in the Act) may establish a district to provide for and finance the cost of eligible public facilities and services. Generally, the legislative body of the local agency that forms a district acts on behalf of such district as its legislative body. Subject to approval by two-thirds of the votes cast at an election and compliance with the other provisions of the Act, a legislative body of a local agency may issue bonds for a district and may levy and collect a special tax within such district to repay such indebtedness.

Pursuant to the Act, the City Council adopted the necessary resolutions stating its intent to establish the District, to authorize the levy of Special Taxes (as such term is defined in this Official Statement) on taxable property within the boundaries of the District, and to have the District incur bonded indebtedness. Following public hearings conducted pursuant to the provisions of the Act, the City Council adopted

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resolutions establishing the District and calling special elections to submit the authorization of the levy of the Special Taxes and the incurring of bonded indebtedness to the qualified voters of the District, including: (i) Resolution No. 2005-329 adopted by the City Council of the City on November 8, 2005, pursuant to which the City formed the District and designated Improvement Area 2 (the “Resolution of Formation”); and (ii) Ordinance No. NS-777 adopted by the legislative body of the District on November 15, 2005, providing for the levying of the Special Taxes (the “Ordinance”).

On November 8, 2005, at elections held pursuant to the Act, the landowners who comprised the qualified voters of the District authorized the District to incur bonded indebtedness in an aggregate principal amount not to exceed $21,000,000 and approved the rate and method of apportionment of the Special Taxes (the “Rate and Method”) for the District to pay the principal of and interest on the bonds of the District. See the caption “THE BONDS—Authority for Issuance.” The City Council of the City acts as the legislative body of the District.

Description of the City, the District and Improvement Area 2. The City is located in northern San Diego County (the “County”) approximately 30 miles north of downtown San Diego. The City is bordered by the Pacific Ocean to the west, the City of Oceanside to the north, the Cities of Vista and San Marcos to the east, and the City of Encinitas to the south. See Appendix B for general information relating to the City. No funds of the City are available for payment of the Bonds.

The District, which is located entirely within the City, consists of Improvement Area 1 and Improvement Area 2. Special taxes or other moneys derived from Improvement Area 1 are not available for payment of the Bonds.

Improvement Area 2 of the District consists of approximately 413.91 gross acres, of which approximately 13.92 acres have completed buildings, approximately 13.28 acres have buildings under construction, approximately 144.84 acres remain without completed buildings and approximately 241.86 acres have been set aside for open space, public areas and roadways. Excluding public streets and other public improvements, Improvement Area 2 consists of approximately 392.27 net acres. Currently, the only completed structures in Improvement Area 2 consist of an approximately 176,000 square foot pharmaceutical company research and development facility. The property owners within Improvement Area 2 are referred to in this Official Statement as the “Property Owners.” See the caption “THE IMPROVEMENT AREA—General Description.” Improvement Area 2 is located north of Palomar Airport Road and west of Melrose Drive.

Sources of Payment for the Bonds

Special Taxes. As used in this Official Statement, the term “Special Taxes” means the taxes authorized to be levied by the District on property within Improvement Area 2 in accordance with the Ordinance, the Resolution of Formation, the Act and the voter approval obtained at the November 8, 2005 election in Improvement Area 2, including any scheduled payments and any Prepayments (as such term is defined in the Indenture) of Special Taxes, and the net 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 penalties and interest on such Special Taxes. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes” and Appendix A.

Under the Indenture, the District has pledged to repay the Bonds from: (i) the “Net Taxes,” which consist of the Special Taxes less amounts set aside to pay Administrative Expenses not to exceed $10,000 (the “Administrative Expenses Cap”); and (ii) amounts in the Special Tax Fund (other than the Administrative Expenses Account) established under the Indenture.

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The Net Taxes are the primary security for the repayment of the Bonds. In the event that the Special Taxes are not paid when due, the only sources of funds available to pay the debt service on the Bonds are amounts held by the Trustee in the Special Tax Fund, including amounts held in the Reserve Account. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Reserve Account of the Special Tax Fund.”

Foreclosure Proceedings. The District has covenanted for the benefit of the Owners of the Bonds that it will (i) commence judicial foreclosure proceedings against parcels with delinquent Special Taxes in excess of $10,000 by the October 1 following the close of each fiscal year of the District ending June 30 (each, a “Fiscal Year”) in which such Special Taxes were due; (ii) commence judicial foreclosure proceedings against all parcels with delinquent Special Taxes by the October 1 following the close of each Fiscal Year in which it receives Special Taxes in an amount which is less than 95% of the total Special Tax levied and the amount on deposit in the Reserve Account is at less than the Reserve Requirement; and (iii) diligently pursue such foreclosure proceedings until the delinquent Special Taxes are paid. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Proceeds of Foreclosure Sales.” There is no assurance that the property within the District can be sold for the assessed or appraised values described in this Official Statement, or for a price sufficient to pay the delinquent Special Taxes (plus related penalties and interest) in the event of a default in payment of Special Taxes by the current or future landowners within the District. See the caption “SPECIAL RISK FACTORS—Land Values.”

Neither the faith and credit nor the taxing power of the City, the State or any political subdivision of the State is pledged to the payment of the Bonds or any Parity Bonds (as such term is defined in this Official Statement). Except for the Net Taxes, no other taxes are pledged to the payment of the Bonds or any Parity Bonds. The Bonds and any Parity Bonds are neither general or special obligations of the City nor general obligations of the District, but are limited obligations of the District payable solely from certain amounts deposited by the District in the Special Tax Fund (exclusive of the Administrative Expenses Account), as more fully described in this Official Statement.

No Issuance of Parity Bonds Except for Refunding. The District may, without the consent of the Owners of the Bonds, issue additional indebtedness secured by the Net Taxes on a parity with the Bonds (“Parity Bonds”), but only for the purpose of refunding all or a portion of the Bonds or any Parity Bonds then Outstanding. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Issuance of Parity Bonds for Refunding.”

Other taxes and/or special assessments with liens that are equal in priority to the continuing lien of the Special Taxes have been levied as described under the captions “THE IMPROVEMENT AREA—Estimated Direct and Overlapping Indebtedness” and “THE IMPROVEMENT AREA—Expected Tax Burden.” Additional other taxes and/or special assessments may also be levied in the future on the property within the District, which could adversely affect the willingness of the Property Owners to pay the Special Taxes when due. See the caption “SPECIAL RISK FACTORS—Parity Taxes and Special Assessments.”

Description of the Bonds

The Bonds will be issued and delivered as fully registered Bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to actual purchasers of the Bonds (the “Beneficial Owners”) in the integral multiples of $5,000, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described in this Official Statement. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. In the event that the book-entry only system described in this Official Statement is no longer used with respect to the Bonds, the Bonds will be registered and transferred in accordance with the Indenture. See Appendix C.

Principal of, premium, if any, and interest on the Bonds is payable by the Trustee to DTC. Disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such

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payments to the Beneficial Owners is the responsibility of DTC Participants. In the event that the book-entry only system is no longer used with respect to the Bonds, the Beneficial Owners will become the registered owners of the Bonds and will be paid principal and interest by the Trustee, all as described in this Official Statement. See Appendix F.

The Bonds are subject to optional redemption, mandatory sinking fund redemption and extraordinary redemption from Special Tax Prepayments as described under the caption “THE BONDS—Redemption.” For a more complete description of the Bonds and the basic documentation pursuant to which they are being sold and delivered, see the caption “THE BONDS” and Appendix C.

Tax Matters

In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California (“Bond Counsel”), based on existing statutes, regulations, rulings and judicial decisions and assuming compliance with certain covenants and requirements described in this Official Statement, 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. It is the further opinion of Bond Counsel that interest (and original issue discount) on the Bonds is exempt from State personal income tax. See the caption “TAX EXEMPTION.”

Professionals Involved in the Offering

The Bank of New York Mellon Trust Company, N.A. will act as Trustee under the Indenture. NBS (“NBS”) has acted as Special Tax Consultant to the District. Kitty Siino & Associates, Inc. (the “Appraiser”), has undertaken an appraisal of unimproved parcels within Improvement Area 2 (the “Appraisal”). See Appendix G. Stifel, Nicolaus & Company, Incorporated is the Underwriter of the Bonds. Certain proceedings in connection with the issuance and delivery of the Bonds are subject to the approval of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Bond Counsel and Disclosure Counsel to the District. Fieldman, Rolapp & Associates is acting as Financial Advisor to the District in connection with the Bonds. Certain legal matters will be passed on for the City and the District by the City Attorney, for the Underwriter by Jones Hall, A Professional Law Corporation, San Francisco, California, and for the Trustee by its counsel.

For information concerning the respects in which certain of the above-mentioned professionals, advisors, counsel and agents may have a financial or other interest in the offering of the Bonds, see the caption “FINANCIAL INTERESTS.”

Continuing Disclosure

The District and certain Property Owners have agreed to provide, or cause to be provided, to the Municipal Securities Rulemaking Board certain annual financial information and operating data and notice of certain enumerated events. The District’s covenants have been made in order to assist the Underwriter in complying with the Securities and Exchange Commission’s Rule 15c2-12 (“Rule 15c2-12”). See the caption “CONTINUING DISCLOSURE” and Appendices D-1 and D-2 for a description of the specific nature of the annual reports and notices of enumerated events to be filed by the District and such Property Owners.

Appraisal

An Appraisal of unimproved parcels within Improvement Area 2 dated July 19, 2016 was prepared by the Appraiser in connection with issuance of the Bonds. The purpose of the Appraisal was to ascertain the market value of the fee simple estate of unimproved parcels in Improvement Area 2 as of July 1, 2016. See the caption “THE IMPROVEMENT AREA—Appraised Property Value” and Appendix G. None of the City, the District or the Underwriter makes any representation as to the accuracy or completeness of the Appraisal.

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Bond Owners’ Risks

Certain events could affect the timely repayment of the principal of and interest on the Bonds when due. See the caption “SPECIAL RISK FACTORS” for a discussion of certain factors that should be considered, in addition to other matters set forth in this Official Statement, in evaluating an investment in the Bonds. The purchase of the Bonds involves significant investment risks, and the Bonds are not suitable investments for many investors.

Other Information

This Official Statement speaks only as of its date, and the information contained in this Official Statement is subject to change.

Brief descriptions of the Bonds and the Indenture are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references to the Indenture, the Bonds and the Constitution and laws of the State as well as the proceedings of the City Council, acting as the legislative body of the District, are qualified in their entirety by references to such documents, laws and proceedings, and with respect to the Bonds, by reference to the Indenture.

Copies of the Indenture, the Continuing Disclosure Agreement, the Escrow Agreement and other documents and information referred to in this Official Statement are available for inspection and (upon request and payment to the City of a charge for copying, mailing and handling) for delivery from the City at the Office of the City Clerk at 1200 Carlsbad Village Drive, Carlsbad, California 92008, Attention: City Clerk.

Changes have been made throughout this Official Statement since the Preliminary Official Statement dated August 4, 2016 to reflect the release of the Fiscal Year 2016-17 tax roll.

THE REFUNDING PLAN

General

The 2008 Bonds were issued pursuant to a Fiscal Agent Agreement, dated as of January 1, 2008 (the “2008 Fiscal Agent Agreement”), by and between the City, for and on behalf of the District, and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as fiscal agent (the “2008 Fiscal Agent”). The 2008 Bonds are subject to optional redemption on September 1, 2018. Concurrently with the issuance of the Bonds, the District will cause a portion of the proceeds of the sale of the Bonds to be deposited into an escrow fund (the “Escrow Fund”) established under the Escrow Agreement (2008 Bonds), dated as of September 1, 2016 (the “Escrow Agreement”), by and between the District and The Bank of New York Mellon Trust Company, N.A., as escrow bank and as 2008 Fiscal Agent (the “Escrow Bank”), to be applied, together with moneys that are held in the funds and accounts established in connection with the 2008 Bonds, to the payment and redemption of the 2008 Bonds. A portion of the amounts in the Escrow Fund will be invested in Defeasance Securities (as such term is defined in the 2008 Fiscal Agent Agreement). From the maturing principal of the Defeasance Securities and related investment income and any uninvested moneys on deposit in the Escrow Fund, the Escrow Bank will: (i) pay the regularly scheduled payments of principal of and interest on the 2008 Bonds through September 1, 2018; and (ii) on September 1, 2018, pay the principal of the 2008 Bonds maturing after September 1, 2018, plus interest accrued to such date, without premium.

Sufficiency of the deposits in the Escrow Fund for such purposes will be verified by Causey Demgen & Moore P.C. (the “Verification Agent”). Assuming the accuracy of such computations, as a result of the deposit and application of funds as provided in the Escrow Agreement, the 2008 Bonds will be defeased pursuant to the provisions of the 2008 Fiscal Agent Agreement as of the date of issuance of the Bonds.

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The amounts held by the Escrow Bank in the Escrow Fund are pledged solely to the payment of the 2008 Bonds and will not be available for the payments on the Bonds.

Verification of Mathematical Computations

Upon the issuance of the Bonds, the Verification Agent will deliver a report on the mathematical accuracy of certain computations based upon certain information and assertions provided to it by the Underwriter relating to: (a) the adequacy of the moneys deposited in the Escrow Fund to pay the redemption price of the 2008 Bonds; and (b) the computations of yield of the Series Bonds which support Bond Counsel’s opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes.

Estimated Sources and Uses of Funds

The following table sets forth the expected sources and uses of Bond proceeds:

Sources of Funds(1)

Principal Amount of Bonds $ 13,015,000 Less Net Original Issue Discount (81,032) Plus Available Funds(2) 2,166,812 TOTAL SOURCES $ 15,100,779 Uses of Funds(1)

Transfer to Escrow Bank for Deposit in Escrow Fund $ 13,926,893 Deposit in Reserve Account 810,513 Costs of Issuance(3) 363,373 TOTAL USES $ 15,100,779

(1) Amounts rounded to the nearest dollar. Totals may not add. (2) Reflects moneys held in funds and accounts established for the 2008 Bonds. (3) Includes fees for the Trustee, the Escrow Bank and the Verification Agent, the Appraiser, legal fees, the fees and

reimbursement of expenses to the Financial Advisor, printing costs, Underwriter’s discount and other costs of delivery.

THE BONDS

General Provisions

The Bonds will be dated their date of delivery and will bear interest at the rates per annum set forth on the inside front cover page of this Official Statement, payable semiannually on each March 1 and September 1, commencing on March 1, 2017 (each, an “Interest Payment Date”), and will mature in the amounts and on the dates set forth on the inside cover page of this Official Statement. The Bonds will be issued in fully registered form in integral multiples of $5,000.

Interest will be calculated on the basis of a 360-day year comprised of twelve 30-day months. Interest on any Bond will be payable from the Interest Payment Date next preceding the date of authentication of such Bond, unless: (i) such date of authentication is an Interest Payment Date, in which event interest will be payable from such date of authentication; (ii) the date of authentication is after a Record Date but prior to the immediately succeeding Interest Payment Date, in which event interest will be payable from the Interest Payment Date immediately succeeding the date of authentication; or (iii) the date of authentication is prior to the close of business on the first Record Date, in which event interest will be payable from the dated date of the Bonds; provided, however, that if at the time of authentication of a Bond, interest is in default, interest on such Bond will be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment on such Bond, interest on

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such Bond will be payable from its dated date. The term “Record Date” is defined to mean the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day.

Interest on any Bond will be paid to the person whose name appears as its owner in the registration books held by the Trustee on the close of business on the Record Date. Interest will be paid by check of the Trustee mailed by first class mail, postage prepaid, to the Owner at its address on the registration books. Pursuant to a written request prior to the Record Date of an Owner of at least $1,000,000 in aggregate principal amount of Bonds, payment will be made by wire transfer in immediately available funds to a designated account in the United States.

Principal of the Bonds and any premium due upon redemption is payable upon presentation and surrender of the Bonds at the principal corporate trust office of the Trustee in Los Angeles, California.

Book-Entry Only System

The Bonds are issued as fully registered bonds and will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository of the Bonds. Ownership interests in the Bonds may be purchased in book-entry form only in integral multiples of $5,000. The Trustee will make payments due with respect to the Bonds to DTC but assumes no responsibility for DTC’s disbursement of funds to its principals. See Appendix F.

Authority for Issuance

The Bonds are issued pursuant to the Act and the Indenture. As required by the Act, the City Council of the City has taken the following actions with respect to establishing the District and the Bonds:

Resolutions of Intention. On October 4, 2005 the City Council adopted Resolution No. 2005-301 stating its intention to establish the District, including Improvement Area 2, and to authorize the levy of a special tax in the District, including Improvement Area 2. On October 4, 2005, the City Council adopted Resolution No. 2005-302 stating its intention to incur bonded indebtedness in the District, including an amount not to exceed $21 million in Improvement Area 2.

Resolution of Formation. Following a noticed public hearing on November 8, 2005, the City Council, acting as legislative body of the District, adopted the Resolution of Formation, which established the District, including Improvement Area 2, and authorized the levy of a special tax within the District.

Resolution of Necessity. On November 8, 2005, the City Council adopted Resolution No. 2005-330, declaring the necessity to incur bonded indebtedness in an aggregate amount not to exceed $21 million within Improvement Area 2.

Landowner Election and Declaration of Results. On November 8, 2005, an election was held within each improvement area of the District in which the then-qualified electors within Improvement Area 2 approved a ballot proposition authorizing the improvement area to incur bonded indebtedness, including an amount not to exceed $21 million in Improvement Area 2, to finance the acquisition and construction of various road and other public capital improvements, the levy of a special tax and the establishment of an appropriations limit for Improvement Area 2. On November 8, 2005, the City Council adopted Resolution No. 2005-331 pursuant to which the City Council, acting as the legislative body of the District, approved the canvass of the votes and declared Improvement Area 2 to be fully formed with the authority to levy Special Taxes, to incur bonded indebtedness and to maintain an appropriations limit.

Ordinance Levying Special Taxes. On November 15, 2005, the City Council, acting as legislative body of the District, adopted the Ordinance levying the Special Tax within Improvement Area 2 in accordance with the Rate and Method beginning with Fiscal Year 2006-07.

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Special Tax Lien and Levy. A Notice of Special Tax Lien encumbering property in Improvement Area 2 was recorded in the real property records of the County on November 17, 2005 as Document No. 2005-0998003.

Issuance of 2008 Bonds. On February 21, 2008, the City, on behalf of the District, issued the 2008 Bonds in the initial aggregate principal amount of $18,175,000.

Resolution of Issuance. On July 26, 2016, the City Council of the City, acting as legislative body of the District, adopted a resolution authorizing the issuance of the Bonds for the purpose of refunding the 2008 Bonds for debt service savings.

Redemption

Optional Redemption. The Bonds are subject to redemption, at the option of the District, from any source of funds in whole, or in part by lot, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price

Any Interest Payment Date from (and including) September 1, 2021 through (and including) March 1, 2024

103%

September 1, 2024 and March 1, 2025 102 September 1, 2025 and March 1, 2026 101 September 1, 2026 and any Interest Payment Date thereafter 100

Mandatory Sinking Fund Redemption. The Bonds maturing on September 1, 2038 (the “Term Bonds”) will be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account, on September 1, 2035, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Term Bonds so called for redemption will be selected by the Trustee by lot and will be redeemed at a redemption price for each redeemed Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:

TERM BONDS MATURING SEPTEMBER 1, 2038

Redemption Date (September 1) Principal Amount

2035 $710,000 2036 735,000 2037 755,000 2038 785,000

If, during the Fiscal Year immediately preceding one of the redemption dates specified above, the

District purchases Bonds, at least 45 days prior to the redemption date the District will notify the Trustee as to the principal amount purchased and the amount of Bonds so purchased will be credited at the time of purchase, to the extent of the full principal amount thereof, to reduce such upcoming Sinking Fund Payment for the Bonds so purchased. All Bonds purchased pursuant to the foregoing sentence will be cancelled pursuant to the Indenture.

In the event of a partial optional redemption or extraordinary redemption of the Bonds, each of the remaining Sinking Fund Payments for such Bonds, as described above, will be reduced, as nearly as practicable, on a pro rata basis, in integral multiples of $5,000, as directed by the District.

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Extraordinary Redemption. The Bonds are subject to extraordinary redemption as a whole, or in part by lot, on any Interest Payment Date, and will be redeemed by the Trustee, from amounts paid by the District to the Trustee and designated by the District as a prepayment of Special Taxes for one or more parcels in Improvement Area 2 made in accordance with the Rate and Method (“Prepayments”) deposited to the Redemption Account, plus amounts transferred from the Reserve Account, among maturities as directed in writing by the District, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price

Any Interest Payment Date from (and including) March 1, 2017, through (and including) March 1, 2024

103%

September 1, 2024 and March 1, 2025 102 September 1, 2025 and March 1, 2026 101 September 1, 2026, and any Interest Payment Date thereafter 100

Notice of Redemption. So long as the Bonds are held in book-entry form, notice of redemption will be mailed by the Trustee to DTC and not to the Beneficial Owners of the Bonds under the DTC book-entry only system. Neither the District nor the Trustee is responsible for notifying the Beneficial Owners, who are to be notified in accordance with the procedures in effect for the DTC book-entry system. See Appendix F.

The Trustee shall give notice, in the name of the District, of the redemption of Bonds; provided, however, that a notice of a redemption to be made from other than from Sinking Fund Payments will be conditioned on there being on deposit on the redemption date sufficient money to pay the redemption price of the Bonds to be redeemed. Such notice of redemption will: (a) specify the CUSIP numbers (if any), the bond numbers and the maturity date or dates of the Bonds selected for redemption, except that where all of the Bonds are subject to redemption, or all of the Bonds of one maturity, are to be redeemed, the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds are to be redeemed; (e) in the case of Bonds to be redeemed only in part, state the portion of such Bond that is to be redeemed; (f) state the date of issue of the Bonds as originally issued; (g) state the rate of interest borne by each Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the Bonds being redeemed as specified by the Trustee. Such notice will further state that on the date fixed for redemption, there will become due and payable on each Bond or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon will cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the Trustee will mail a copy of such notice, by first class mail, postage prepaid, to the respective Owners thereof at their addresses appearing on the Bond Register. The actual receipt by the Owner of any Bond or the original purchaser of any Bond of notice of such redemption is not a condition precedent to redemption, and neither the failure to receive nor any defect in such notice will affect the validity of the proceedings for the redemption of such Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as provided in the Indenture will be conclusive as against all parties, and the Owner will not be entitled to show that he or she failed to receive notice of such redemption.

In addition to the foregoing notice, further notice will be given by the Trustee as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. In addition to providing any notice of redemption to the Owners, if the Bonds are held in book-entry form, each further notice of redemption will be sent not later than the date that notice of redemption is mailed to the Owners by registered or certified mail or overnight delivery service to the Depository and by electronic notice to the Municipal Securities Rulemaking Board.

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Upon the payment of the redemption price of any Bonds being redeemed, each check or other transfer of funds issued for such purpose will to the extent practicable bear the CUSIP number (if any) identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

With respect to any notice of optional redemption or extraordinary redemption of Bonds, such notice will state that such redemption will be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of moneys sufficient to pay the principal of, premium, if any, and interest on such Bonds to be redeemed and that, if such moneys have not been so received, said notice will be of no force and effect and the Trustee will not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption will not be made, and the Trustee will within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received.

Registration, Transfer and Exchange

Registration. The Trustee will keep sufficient books for the registration and transfer of the Bonds. The ownership of the Bonds will be established by the Bond registration books held by the Trustee.

Transfer or Exchange. The registration of any Bond may, in accordance with its terms, be transferred upon the Bond registration books by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office of the Trustee, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee and duly executed by the Owner or his or her duly authorized attorney.

Bonds may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of Bonds for other authorized denominations of the same maturity and issue. The Trustee will not collect from the Owner any charge for any new Bond issued upon any exchange or transfer, but will require the Owner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. Whenever any Bonds are surrendered for registration of transfer or exchange, the District will execute and the Trustee will authenticate and deliver a new Bond or Bonds, as applicable, of the same issue and maturity, for a like aggregate principal amount; provided that the Trustee is not required to register transfers or make exchanges of: (a) Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed; or (b) any Bonds chosen for redemption.

Debt Service Schedule

The following table presents the annual debt service on the Bonds (including sinking fund redemptions), assuming that there are no optional redemptions. See the caption “—Redemption.”

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Date (September 1) Principal Interest Total

2017 $ 460,000.00 $ 346,575.00 $ 806,575.00 2018 470,000.00 337,375.00 807,375.00 2019 480,000.00 327,975.00 807,975.00 2020 490,000.00 318,375.00 808,375.00 2021 500,000.00 308,575.00 808,575.00 2022 510,000.00 298,575.00 808,575.00 2023 520,000.00 288,375.00 808,375.00 2024 525,000.00 277,975.00 802,975.00 2025 540,000.00 267,475.00 807,475.00 2026 550,000.00 256,000.00 806,000.00 2027 560,000.00 243,625.00 803,625.00 2028 580,000.00 226,825.00 806,825.00 2029 595,000.00 210,875.00 805,875.00 2030 610,000.00 194,512.50 804,512.50 2031 630,000.00 176,212.50 806,212.50 2032 650,000.00 157,312.50 807,312.50 2033 670,000.00 137,812.50 807,812.50 2034 690,000.00 117,712.50 807,712.50 2035 710,000.00 97,012.50 807,012.50 2036 735,000.00 73,937.50 808,937.50 2037 755,000.00 50,050.00 805,050.00 2038 785,000.00 25,512.50 810,512.50 Total $ 13,015,000.00 $ 4,738,675.00 $ 17,753,675.00

SOURCES OF PAYMENT FOR THE BONDS

Limited Obligations

The Bonds are special, limited obligations of the District payable only from amounts pledged under the Indenture and from no other sources.

The Net Taxes are the primary security for the repayment of the Bonds. Under the Indenture, the District has pledged to repay the Bonds and any Parity Bonds from the Net Taxes (which are Special Taxes less amounts set aside to pay Administrative Expenses not to exceed the $10,000 Administrative Expenses Cap (as such term is defined in Appendix C)). Special Tax revenues include the proceeds of the taxes authorized to be levied by the District on property within Improvement Area 2 in accordance with the Ordinance, the Resolution of Formation, the Act and the voter approval obtained at the November 8, 2005 election in Improvement Area 2, including any scheduled payments and any Prepayments of Special Taxes, and the net 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 penalties and interest on such Special Taxes.

In the event that the Special Tax revenues are not received when due, the only sources of funds available to pay the debt service on the Bonds and any Parity Bonds are amounts held by the Trustee in the Special Tax Fund (other than the Administrative Expenses Account), including amounts held in the Reserve Account, for the exclusive benefit of the Owners of the Bonds and any Parity Bonds.

Neither the faith and credit nor the taxing power of the City, the State or any political subdivision of the State is pledged to the payment of the Bonds or any Parity Bonds. Except for the Net Taxes, no other taxes are pledged to the payment of the Bonds or any Parity Bonds. The Bonds and any Parity Bonds are neither general or special obligations of the City nor general obligations of the District, but are limited obligations of the District payable solely from certain amounts deposited by the District

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in the Special Tax Fund (exclusive of the Administrative Expenses Account), as more fully described in this Official Statement.

Special Taxes

Authorization and Pledge. In accordance with the provisions of the Act, the City Council established the District on November 8, 2005 for the purpose of financing the acquisition, construction and installation of various public improvements required in connection with the proposed development within the District. At a special election held on November 8, 2005, the owners of the property within Improvement Area 2 authorized the District to incur indebtedness in an amount not to exceed $21 million for Improvement Area 2, and approved the Rate and Method, which authorized the Special Tax to be levied to repay District indebtedness, including the Bonds.

The District has covenanted in the Indenture that, beginning in Fiscal Year 2016-17 and continuing so long as any Bonds or Parity Bonds issued under the Indenture are Outstanding, the legislative body of the District will levy the Special Tax in an amount sufficient, together with other amounts on deposit in the Special Tax Fund and available for such purpose, to pay: (i) the principal of and interest on the Bonds and any Parity Bonds when due; (ii) the Administrative Expenses; and (iii) any amounts required to replenish the Reserve Account of the Special Tax Fund to the Reserve Requirement. The District has further covenanted in the Indenture that it will take no actions that would discontinue or cause the discontinuance of the Special Tax levy or the District’s authority to levy the Special Tax for so long as the Bonds and any Parity Bonds are Outstanding. See the caption “—Special Taxes—Collection and Application of Special Taxes.”

The Special Taxes levied in any fiscal year may not exceed the maximum rates authorized pursuant to the Rate and Method. See Appendix A. There is no assurance that the Net Taxes will, in all circumstances, be sufficient to pay the principal of and interest on the Bonds and any Parity Bonds when due. See the caption “SPECIAL RISK FACTORS—Insufficiency of Special Taxes.”

Rate and Method of Apportionment of Special Taxes. The Special Taxes will be levied in accordance with the terms of the Rate and Method, the text of which is set forth in Appendix A. All capitalized terms used in this section shall have the meaning set forth in Appendix A. This section provides only a summary of the Rate and Method, and is qualified by more complete and detailed information contained in the entire Rate and Method.

Assignment to Land Use Categories. Prior to the beginning of each Fiscal Year, all property within Improvement Area 2 will be classified as either Taxable Property or Exempt Property. Taxable Property will be further classified as Final Map Property or Developable Property.

Maximum Special Tax. The Annual Maximum Special Tax per Acre for Fiscal Year 2016-17 for all Taxable Property is $13,367.34. Under the Rate and Method, the Annual Maximum Special Tax per Acre will no longer escalate above such amounts.

Method of Apportionment of the Special Tax. For each Fiscal Year, the CFD Administrator will determine the Special Tax Requirement. After any property has been classified as Final Map Property, the Special Tax will be levied on all Taxable Property within Improvement Area 2 as necessary to fund the Special Tax Requirement as follows:

First: The Special Tax will be levied in equal percentages on each Assessor’s Parcel of Taxable Property, exclusive of Open Space Property and Public Property, up to 100% of the applicable Annual Maximum Special Tax.

Second: If additional Special Taxes are needed after the first step, the Special Tax will be levied in equal percentages on each remaining Assessor’s Parcel of Taxable Property (i.e., Open Space Property and

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Public Property which is not exempt from the Special Tax), up to 100% of the applicable Annual Maximum Special Tax.

Exemptions. The CFD Administrator will classify the following as Exempt Property: (i) Public Property; (ii) Open Space; and (iii) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; provided however, that no such classification will reduce the sum of all Taxable Property to less than 150.57 Acres. Assessor’s Parcels that cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than the amount stated above will be classified as Taxable Property and will be taxed.

The Annual Maximum Special Tax obligation for any property that would be classified as Public Property upon its transfer or dedication to a public agency but which is classified as Taxable Property pursuant to the preceding paragraph will be prepaid in full by the seller prior to the transfer/dedication of such property to such public agency. Until the Annual Maximum Special Tax obligation for any such Public Property is prepaid, the property will continue to be subject to the levy of the Special Tax as Taxable Property. If the use of an Assessor’s Parcel of previously classified Exempt Property changes so that such Assessor’s Parcel is no longer classified as Exempt Property, such Assessor’s Parcel will cease to be classified as Exempt Property and will be deemed to be Taxable Property.

Prepayment of Special Taxes. The Annual Maximum Special Tax for any Assessor’s Parcel may be prepaid and permanently satisfied as described in the Rate and Method, provided that a prepayment may be made only if at the time of the prepayment there are no delinquent Special Taxes with respect to such Assessor’s Parcel and all other Assessor’s Parcels which are under the same ownership and located within Improvement Area 2. See Appendix A for a detailed description of the method of calculating Special Tax prepayments.

Collection and Application of Special Taxes. The Special Taxes are levied and collected by the Treasurer-Tax Collector of the County in the same manner and at the same time as ad valorem property taxes. The District may, however, collect the Special Taxes at a different time or in a different manner if necessary to meet its financial obligations.

The District has made certain covenants in the Indenture for the purpose of ensuring that the current Maximum Special Tax rates and method of collection of the Special Taxes are not altered in a manner that would impair the District’s ability to collect sufficient Special Taxes to pay debt service on the Bonds, any Parity Bonds and Administrative Expenses when due. In particular, the District has covenanted that it will not initiate proceedings to reduce the maximum Special Tax rates for the District, unless, in connection therewith: (i) the District receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the District as of the July 1 preceding the reduction, the maximum amount of the Special Tax which may be levied on then-existing Taxable Property (as such term is defined in the Rate and Method) in each Bond Year for any Bonds and Parity Bonds Outstanding will equal at least 110% of the sum of the estimated Administrative Expenses and gross debt service in each Bond Year on all Bonds and Parity Bonds to remain Outstanding after the reduction is approved; (ii) the District finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the Bonds and Parity Bonds; and (iii) the District is not delinquent in the payment of the principal of or interest on the Bonds or any Parity Bonds. For purposes of estimating Administrative Expenses for the foregoing calculation, the Independent Financial Consultants will compute the Administrative Expenses for the current Fiscal Year and escalate such amount by 2% in each subsequent Fiscal Year.

See the captions “SPECIAL RISK FACTORS—Proposition 218” and “SPECIAL RISK FACTORS—Non-Cash Payments of Special Taxes.”

Although the Special Taxes constitute liens on taxable parcels within the District, they do not constitute a personal indebtedness of the owners of property within the District. Moreover, other liens for

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taxes and assessments already exist on the property located within the District and others could come into existence in the future in certain situations without the consent or knowledge of the City, the District or the Property Owners. See the captions “SPECIAL RISK FACTORS—Parity Taxes and Special Assessments.”

Under the terms of the Indenture, all Special Tax revenues received by the District are to be deposited in the Special Tax Fund. Special Tax revenues deposited in the Special Tax Fund each Fiscal Year are to be applied by the Trustee under the Indenture in the following order of priority: (i) to deposit an amount up to the Administrative Expenses Cap in the Administrative Expense Fund to pay Administrative Expenses (although a greater amount may be deposited in the Administrative Expense Fund if necessary to collect Delinquent Special Taxes); (ii) to pay the interest on, the principal of and redemption premium on the Bonds and any Parity Bonds when due; (iii) to replenish the Reserve Account to the Reserve Requirement; (iv) to make any required transfers to the Rebate Fund; (v) to pay Administrative Expenses of the District above the Administrative Expenses Cap referenced in clause (i) above; and (vi) for any other lawful purpose of the District. See Appendix C.

Debt Service Coverage from Net Special Taxes. Table 1 below shows the estimated debt service coverage on the Bonds.

TABLE 1 ESTIMATED DEBT SERVICE COVERAGE(1)

CITY OF CARLSBAD COMMUNITY FACILITIES DISTRICT NO. 3 IMPROVEMENT AREA 2

Bond Year Ending

September 1

Maximum Special Tax Revenues(2)

Annual Administrative

Expenses(3)

Maximum Net Special Tax Revenues

Bond Debt Service

Debt Service Coverage

2017 $2,299,717 $(10,000) $2,289,717 $806,575 283.9% 2018 2,299,717 (10,000) 2,289,717 807,375 283.6 2019 2,299,717 (10,000) 2,289,717 807,975 283.4 2020 2,299,717 (10,000) 2,289,717 808,375 283.2 2021 2,299,717 (10,000) 2,289,717 808,575 283.2 2022 2,299,717 (10,000) 2,289,717 808,575 283.2 2023 2,299,717 (10,000) 2,289,717 808,375 283.2 2024 2,299,717 (10,000) 2,289,717 802,975 285.2 2025 2,299,717 (10,000) 2,289,717 807,475 283.6 2026 2,299,717 (10,000) 2,289,717 806,000 284.1 2027 2,299,717 (10,000) 2,289,717 803,625 284.9 2028 2,299,717 (10,000) 2,289,717 806,825 283.8 2029 2,299,717 (10,000) 2,289,717 805,875 284.1 2030 2,299,717 (10,000) 2,289,717 804,513 284.6 2031 2,299,717 (10,000) 2,289,717 806,213 284.0 2032 2,299,717 (10,000) 2,289,717 807,313 283.6 2033 2,299,717 (10,000) 2,289,717 807,813 283.4 2034 2,299,717 (10,000) 2,289,717 807,713 283.5 2035 2,299,717 (10,000) 2,289,717 807,013 283.7 2036 2,299,717 (10,000) 2,289,717 808,938 283.1 2037 2,299,717 (10,000) 2,289,717 805,050 284.4 2038 2,299,717 (10,000) 2,289,717 810,513 282.5

(1) Dollar amounts rounded to the nearest dollar. (2) Represents Maximum Special Tax on all property within Improvement Area 2 that is classified as Taxable Property except for Open Space

Property and Public Property (primarily, dedicated easements), as such terms are defined in the Rate and Method. (3) Based on the Administrative Expenses Cap of $10,000. Sources: NBS (Special Tax information); Stifel, Nicolaus & Company, Incorporated (debt service information).

Covenant to Foreclose; Proceeds of Foreclosure Sales. The net proceeds received following a judicial foreclosure sale of land within the District resulting from a Property Owner’s failure to pay the Special

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Taxes when due are included within the Net Taxes pledged to the payment of principal of and interest on the Bonds under the Indenture.

Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of any Special Tax or receipt by the District of Special Taxes in an amount which is less than the Special Tax levied, the City Council, as the legislative body of the District, may order that Special Taxes be collected by a superior court action to foreclose the lien within specified time limits. In such an action, the real property subject to the unpaid amount may be sold at a judicial foreclosure sale. Under the Act, the commencement of judicial foreclosure following the nonpayment of a Special Tax is not mandatory. However, the District has covenanted for the benefit of the Owners of the Bonds and any Parity Bonds that it will: (i) commence judicial foreclosure proceedings against parcels with delinquent Special Taxes in excess of $10,000 by the October 1 following the close of each Fiscal Year in which such Special Taxes were due; (ii) commence judicial foreclosure proceedings against all parcels with delinquent Special Taxes by the October 1 following the close of each Fiscal Year in which it receives Special Taxes in an amount which is less than 95% of the total Special Tax levied and the amount on deposit in the Reserve Account is at less than the Reserve Requirement; and (iii) diligently pursue such foreclosure proceedings until the delinquent Special Taxes are paid.

The District covenants that it will deposit the net proceeds of any foreclosure to the Special Tax Fund and will apply such proceeds remaining after the payment of Administrative Expenses to make current payments of principal of and interest on the Bonds and any Parity Bonds, to bring the amount on deposit in the Reserve Account up to the Reserve Requirement and to pay any delinquent installments of principal or interest due on the Bonds and any Parity Bonds.

If foreclosure is necessary and other funds (including amounts in the Reserve Account) have been exhausted, debt service payments on the Bonds could be delayed until the foreclosure proceedings have ended with the receipt of any foreclosure sale proceeds. Judicial foreclosure actions are subject to the normal delays associated with court cases and may be further slowed by bankruptcy actions, involvement by agencies of the federal government and other factors beyond the control of the City and the District. See the captions “SPECIAL RISK FACTORS—Bankruptcy and Foreclosure” and “SPECIAL RISK FACTORS—FDIC/Federal Government Interests in Properties.”

Moreover, no assurances can be given that the real property that is 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 Tax installment. See the caption “SPECIAL RISK FACTORS—Land Values.” Although the Act authorizes the District to cause such an action to be commenced and diligently pursued to completion, the Act does not impose on the District or the City any obligation to purchase or acquire any lot or parcel of property sold at a foreclosure sale if there is no other purchaser at such sale. Moreover, if the District chooses to purchase the property sold at foreclosure using a “credit bid” (where the District submits a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax), as permitted under Section 53356.5 of the Act, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale. The Act provides that, in the case of a delinquency, the Special Tax will have the same lien priority as is provided for ad valorem taxes. See the caption “SPECIAL RISK FACTORS—Parity Taxes and Special Assessments.”

Because the County has not elected to follow the procedures of the “Teeter Plan” (which is the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds, as provided for in Section 4701 et seq. of the Revenue and Taxation Code of the State of California) with respect to special taxes, collections of Special Taxes will reflect actual delinquencies.

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Reserve Account of the Special Tax Fund

In order to secure further the payment of principal of and interest on the Bonds and any Parity Bonds, the District will maintain in the Reserve Account an amount equal to the least of: (a) Maximum Annual Debt Service (as such term is defined in Appendix C) on the Bonds and any Parity Bonds; (b) 125% of average Annual Debt Service (as such term is defined in Appendix C) on the then-Outstanding Bonds and any Parity Bonds; or (c) 10% of the initial outstanding principal amount of the Bonds and any Parity Bonds (the “Reserve Requirement”). The initial Reserve Requirement is $810,512.50.

Moneys in the Reserve Account will be used solely for the purpose of paying the principal of, including Sinking Fund Payments, and interest on the Bonds and any Parity Bonds when due in the event that the moneys in the Interest Account and the Principal Account of the Special Tax Fund are insufficient or moneys in the Redemption Account of the Special Tax Fund are insufficient to make a Sinking Fund Payment when due, and for the purpose of making any required transfer to the Rebate Fund pursuant to the Indenture upon written direction from the District. If the amounts in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund are insufficient to pay the principal of, including Sinking Fund Payments, or interest on any Bonds and Parity Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to the Rebate Fund when required, the Trustee will withdraw from the Reserve Account for deposit in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund or the Rebate Fund, as applicable, moneys necessary for such purposes.

Whenever moneys are withdrawn from the Reserve Account, after making the required transfers to the Administrative Expenses Account, the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund, the Trustee will transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds that the District elects to apply to such purpose, the amount needed to restore the amount of such Reserve Account to the Reserve Requirement. Moneys in the Special Tax Fund will be deemed available for transfer to the Reserve Account only if the Trustee determines that such amounts will not be needed to make the deposits required to be made to the Administrative Expenses Account, the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund on or before the next September 1. If amounts in the Special Tax Fund, together with any other amounts transferred to replenish the Reserve Account, are inadequate to restore the Reserve Account to the Reserve Requirement, then the District will include the amount necessary fully to restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum permitted Special Tax rates.

In connection with an optional redemption of Bonds or Parity Bonds, an extraordinary redemption of Bonds or Parity Bonds from Prepayments or a partial defeasance of Bonds or Parity Bonds, amounts in the Reserve Account may be applied to such redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such redemption or partial defeasance equals the Reserve Requirement. The District will set forth in a Certificate of an Authorized Representative the amount in the Reserve Account to be transferred to the Redemption Account on a redemption date or to be transferred to partially defease Bonds, and the Trustee will make such transfer on the applicable redemption or defeasance date, subject to the limitation in the preceding sentence.

To the extent that the Reserve Account is at the Reserve Requirement as of the first day of the final Bond Year for the Bonds or an issue of Parity Bonds, amounts in the Reserve Account may be applied to pay the principal of and interest due on the Bonds and Parity Bonds, as applicable, in the final Bond Year for such issue. Moneys in the Reserve Account in excess of the Reserve Requirement that are not transferred in accordance with the preceding provisions will be withdrawn from the Reserve Account on the Business Day before each March 1 and September 1 and transferred to the Interest Account of the Special Tax Fund.

The Reserve Requirement may be satisfied in whole or part by the deposit of a reserve fund surety policy or similar instrument therein.

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No Issuance of Parity Bonds Except for Refunding

Subject to the limitations set forth in the Indenture, the District may, at any time after the issuance and delivery of the Bonds, and without the consent of the Owners of the Bonds, issue Parity Bonds payable from the Net Taxes and other amounts deposited in the Special Tax Fund (other than in the Administrative Expenses Account therein) and secured by a lien and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds and any other Parity Bonds theretofore issued pursuant to the Indenture or under any Supplemental Indenture; provided, however, that Parity Bonds may only be issued for the purpose of refunding all or a portion of the Bonds or any Parity Bonds then Outstanding. See Appendix C under the caption “DEFEASANCE AND PARITY BONDS—Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness” for the conditions that must be met in order for the District to issue Parity Bonds.

No Acceleration

The principal of and interest on the Bonds are not subject to acceleration under the Indenture in the event of a default relating to the Bonds. See Appendix C under the caption “EVENTS OF DEFAULT—Remedies of Owners” for a description of remedies that are available to the Bond Owner if the District defaults under the Indenture.

THE IMPROVEMENT AREA

General Description

The District, which is located entirely within the City, consists of Improvement Area 1 and Improvement Area 2. Special taxes or other moneys derived from the City or Improvement Area 1 are not available for payment of the Bonds.

Improvement Area 2 of the District consists of approximately 413.91 gross acres, of which approximately 13.92 acres have completed buildings, approximately 13.28 acres have buildings under construction, approximately 144.84 acres remain without completed buildings and approximately 241.86 acres have been set aside for open space, public areas and roadways. Excluding public streets and other public improvements, Improvement Area 2 consists of approximately 392.27 net acres. Currently, the only completed structures in Improvement Area 2 consist of one parcel that contains an approximately 176,000 square foot pharmaceutical company research and development facility. Improvement Area 2 is located north of Palomar Airport Road and west of Melrose Drive. Development within Improvement Area 2 commenced in 2008. After initial development, construction largely stalled as a result of the economic downturn that began in 2008. As described under the caption “—Property Ownership,” development activity in Improvement Area 2 has recommenced.

Property Ownership

Except as otherwise noted, the table below identifies all Property Owners within Improvement Area 2 as of January 1, 2016, the date of the Fiscal Year 2016-17 tax roll. See the caption “SPECIAL RISK FACTORS—Concentration of Ownership.” As described below, the City is aware of certain changes of ownership since January 1, 2016. Current information about the Property Owners and their plans with respect to their respective parcels in Improvement Area 2 is set forth below the table.

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TABLE 2 PROPERTY OWNER SUMMARY(1)


Owner Parcels Owned

Assessed Value(2)

Appraised Value(3)

Adjusted Valuation(4)

Share of Bonds(5)

Adjusted Value-to-

Lien Ratio(6)

Fiscal Year 2016-17

Special Tax Levy(7)

% of Fiscal Year 2016-17 Special Tax Levy

Carlsbad Oaks North Partners, L.P.(8) 1(9) $ 2,008,403 $ 30,930,656 $ 30,930,656 $ 4,291,682 7.21:1 $ 268,464 32.97% Carlsbad Oaks North Ventures, L.P.(8) 7(9) 10,466,631 25,823,696 25,823,696 3,155,403 8.18:1 197,384 24.24 Kilroy Realty Finance Partnership LP 4(10) 17,896,174 19,408,600 19,408,600 2,420,076 8.02:1 151,386 18.59 Ionis Pharmaceuticals Inc. 1 60,873,356 N/A 60,873,356 1,053,062 57.81:1 65,874 8.09 SR22 Carlsbad Oaks Distribution, LLC 1 6,262,163 9,981,494 9,981,494 1,004,646 9.94:1 62,845 7.72 Moorpark Venture LP 1 3,980,186 4,900,500 4,900,500 607,478 8.07:1 38,000 4.67 Techbilt Construction Corp.(8) 1 1,707,368 3,917,959 3,917,959 482,653 8.12:1 30,192 3.71 Totals: 16 $103,194,281 $ 94,962,906 $155,836,262 $ 13,015,000 11.97:1 $ 814,146 100.00%

(1) Dollar amounts rounded to the nearest dollar. (2) Assessed valuations are based on County secured roll data as of July 2016, reflecting assessed valuations as of January 1, 2016. The data does not reflect any appeals or other changes to value that

may have been updated after January 1, 2016. (3) Source: Appraisal dated July 19, 2016 prepared by Kitty Siino & Associates, Inc. Appraised value as of July 1, 2016. (4) Reflects Appraised Value for property without completed structures and Assessed Value for improved property. (5) Represents the share of the Bonds that is allocable to the indicated ownership interests based on their respective shares of Special Taxes. (6) Adjusted Valuation divided by Bonds. (7) All property within Improvement Area 2 is classified as Taxable Property except for Open Space Property and Public Property (primarily, dedicated easements), as such terms are defined in the

Rate and Method. (8) These entities are affiliated. See the caption “—The Techbilt Companies.” (9) Certain of these parcels have been sold to other parties since January 1, 2016, as described below. (10) These parcels have been sold to other parties since January 1, 2016, as described below. Source: NBS.

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The District notes that Kilroy Realty Finance Partnership LP sold all four of its parcels in Improvement Area 2 in the three transactions described below:

(i) Kilroy Realty Finance Partnership LP sold an approximately 7.60 acre parcel in Improvement Area 2, Lot 7, to Hughes Whiptail, LLC, a California limited liability company, in January 2016. The District is unaware of Hughes Whiptail, LLC’s plans with respect to such parcel;

(ii) Kilroy Realty Finance Partnership LP sold two parcels in Improvement Area 2, Lots 4 and 5, comprising a total of approximately 11.22 gross acres, to Victory Carlsbad Oaks Innovation Center L.P., an entity that is controlled by Badiee Development Inc. in June 2016. The District understands that Badiee Development Inc. proposes to construct a 52,800 square foot multi-tenant industrial building on Lot 5 and a 50,100 square foot building on Lot 4. There can be no assurance as to whether or when such improvements will be constructed; and

(iii) Kilroy Realty Finance Partnership LP sold an approximately 13.20 gross acre parcel in Improvement Area 2, Lot 8, to RAF Group Lot 8 LLC, an entity that is controlled by RAF Pacifica Group, in June 2016. See the caption “—RAF Pacifica Group.” RAF Pacifica Group proposes to construct a Class A 168,000 square foot industrial building on Lot 8, with delivery expected to occur in 2017. There can be no assurance as to whether or when such improvements will be constructed.

The District also notes that Carlsbad Oaks North Ventures, L.P. sold two of its seven parcels in Improvement Area 2, Lots 18 and 19, comprising a total of approximately 9.31 gross acres, to Carlsbad Oaks Partners LLC, a California limited liability company, in January 2016. The District is unaware of Carlsbad Oaks Partners LLC’s plans with respect to such parcel.

The table below contains a summary of each parcel in Improvement Area 2 as of July 1, 2016, based on the information contained in the Appraisal and other sources.

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TABLE 3 PARCEL SUMMARY AS OF JULY 1, 2016


Lot Number

Assessor’s Parcel Number

Improvement Status Owner(1)

Gross Acreage

Entitlement Status(1)

Fiscal Year 2016-17

Special Tax Levy(2)

1 209-120-01-00 Unimproved(3) Techbilt Construction Corp. 6.38 Entitled $ 30,192

2 209-121-01-00 Unimproved(3) Carlsbad Oaks North Ventures, L.P. 7.52 Entitled 35,587


4 209-120-03-00 Unimproved(3) Victory Carlsbad Oaks Innovation Center L.P.

5.98 Entitled 28,299

5 209-120-04-00 Unimproved(3) Victory Carlsbad Oaks Innovation Center L.P.

5.24 Entitled 24,797


7 209-120-06-00 Unimproved(3) Hughes Whiptail, LLC 7.57 Entitled 35,824

8 209-120-07-00 Unimproved(3)(4)

RAF Pacifica Group Lot 8 13.20 Awaiting grading permit

62,466

13 209-120-10-00 Under construction(5)

SR22 Carlsbad Oaks Distribution, LLC

13.28 Entitled 62,845

14(6) 209-120-20-00 Improved Ionis Pharmaceuticals Inc. 13.92 N/A 65,874



17 209-120-14-00 Unimproved(3) Moorpark Venture LP 8.03 Entitled 38,000

18 209-120-15-00 Unimproved(3) Carlsbad Oaks Partners LLC 5.13 Entitled 24,277

19 209-120-16-00 Unimproved(3) Carlsbad Oaks Partners LLC 4.18 Entitled 19,781

20-25(7) 209-120-18-00 Unimproved(3)(8) Carlsbad Oaks North Partners, L.P.(9)

56.73 Awaiting final map

268,464

(1) As of July 1, 2016. (2) All property within Improvement Area 2 is classified as Taxable Property except for Open Space Property and Public Property (primarily,

dedicated easements), as such terms are defined in the Rate and Method. Figures are rounded to the nearest dollar. (3) No buildings have been constructed on this lot, but sheet grading and sewer, water, storm drain and dry utility hookups have been

completed and the lot is ready for vertical construction. (4) Construction of an industrial/distribution facility is expected to be completed in late 2017. See the caption “—RAF Pacifica Group.” (5) Construction of two corporate headquarters/manufacturing/distribution facilities is expected to be completed by December 2016. See the

caption “—RAF Pacifica Group.” (6) This parcel has completed structures on it and was not evaluated in the Appraisal. (7) This parcel is being subdivided into six lots. (8) Construction of a corporate headquarters/distribution facility is expected to be completed by early 2018. See the caption “—RAF Pacifica

Group.” (9) RAF Pacifica Group – Development Fund I, LLC has entered into a contract to purchase Lot 24. The purchase is expected to close in or

about September 2016. Source: NBS (Fiscal Year 2016-17 Special Tax Levy information); Kitty Siino & Associates, Inc. (all other information).

The Techbilt Companies.

Development Experience. Techbilt Construction Corp., Carlsbad Oaks North Ventures, L.P. and Carlsbad Oaks North Partners, L.P. (collectively the “Techbilt Owners”), which are collectively responsible for approximately 55.5% of the Fiscal Year 2016-17 Special Tax levy, as shown in Table 2 above,

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are a California corporation and California limited partnerships, respectively. Each entity is part of the Techbilt Companies family of real estate businesses, which are owned by the Tchang family. The first company in the Techbilt Companies family was incorporated in 1957. Techbilt Construction Corp., Carlsbad Oaks North Ventures L.P. and Carlsbad Oaks North Partners, L.P. were incorporated in 1960, 2008 and 2000, respectively. The Techbilt Companies have developed and built over 10,000 homes throughout southern California, including the communities of Lomas Santa Fe, the Lomas Santa Fe Country Club and La Jolla Alta. In addition, the Techbilt Companies have developed the 180-acre Carlsbad Oaks and Carlsbad Oaks East Business Parks, the 86-acre Poway Corporate Center and Poway Tech Center business parks and the 108-acre Tech Business Center business park in Poway. Corporate occupants of Techbilt Companies’ business parks include Costco, Home Depot, Bilstein, J.B. Hunt, Best Buy, Grace Digital, Pacificare, Ferguson Waterworks, Rollins Co. and Kone Elevator.

In addition to business park land developments, the Techbilt Companies have also built and currently own 19 light industrial and office buildings in Poway and Carlsbad and currently have another 9 buildings totaling approximately 250,000 square feet under planning and construction. The Techbilt Companies currently own and manage approximately 450,000 square feet of leased office and industrial space.

The Techbilt Owners report that:

• In the Techbilt Companies’ nearly 60-year history of developing land and building homes and industrial buildings, there has never been a valid mechanics’ lien or lien default filed on any Techbilt Companies project or property.

• The Techbilt Owners have not defaulted to any material extent in the payment of special taxes or assessments in connection with the District or any other community facilities districts or assessment districts in the State within the past five years.

• The Techbilt Owners are not currently in default on any loans, lines of credit or other obligations, the result of which could materially adversely affect the development or sale of property owned by the Techbilt Owners in Improvement Area 2.

• The Techbilt Owners are solvent and no proceedings are pending or, to the actual knowledge of the Techbilt Owners, threatened in which the Techbilt Owners may be adjudicated as bankrupt, become the debtor in a bankruptcy proceeding, be discharged from all of their respective debts or obligations or be granted an extension of time to pay their respective debts or a reorganization or readjustment of their respective debts.

• There is no litigation or administrative proceeding of any nature in which the Techbilt Owners have been served, or is pending or threatened against the Techbilt Owners which, if successful, would materially adversely affect the ability of the Techbilt Owners to pay the Special Taxes or ordinary ad valorem property tax obligations when due on their respective properties within Improvement Area 2, or which challenges or questions the validity or enforceability of the Bonds, the resolution authorizing the issuance of the Bonds or related documents.

Ownership. As of July 1, 2016: (i) Techbilt Construction Corp. owns one parcel in Improvement Area 2, Lot 1; (ii) Carlsbad Oaks North Ventures, L.P. owns five parcels in Improvement Area 2, Lots 2, 3, 6, 15 and 16; and (iii) Carlsbad Oaks North Partners, L.P. owns one parcel in Improvement Area 2, consisting of Lots 20-25, which is currently being subdivided into separate legal parcels for each lot.

Lot 1 comprises approximately 6.38 gross acres. No buildings have been constructed on this lot, but sheet grading and sewer, water, storm drain and dry utility hookups have been completed and the lot is ready for vertical construction. Techbilt Construction Corp. is currently exploring potential development, sale and ground lease opportunities with respect to Lot 1, which is entitled for business park/industrial uses, but does not currently have any plans to build improvements on this parcel.

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Lot 2 comprises approximately 7.52 gross acres. No buildings have been constructed on this lot, but sheet grading and sewer, water, storm drain and dry utility hookups have been completed and the lot is ready for vertical construction. Carlsbad Oaks North Ventures, L.P. is currently exploring potential development, sale and ground lease opportunities with respect to Lot 2, which is entitled for business park/industrial uses, but does not currently have any plans to build improvements on this parcel.




Lot 16 comprises approximately 4.09 gross acres. No buildings have been constructed on this lot, but sheet grading and sewer, water, storm drain and dry utility hookups have been completed and the lot is ready for vertical construction. Carlsbad Oaks North Ventures L.P. is currently exploring potential development, sale and ground lease opportunities with respect to Lot 16, which is entitled for business park/industrial uses, but does not currently have any plans to build improvements on this parcel.

Lots 20-25 comprise a single legal parcel that consists of approximately 56.73 gross acres. No buildings have been constructed on these lots, but sheet grading and sewer, water, storm drain and dry utility hookups have been completed and the lots are ready for vertical construction (except for Lot 23, for which sheet grading has not yet been completed). Carlsbad Oaks North Partners, L.P. is currently engaged in the subdivision of the parcel into six separate parcels and expects to record final maps with respect thereto in August 2016.

Carlsbad Oaks North Partners, L.P. has entered into an agreement to sell Lot 24 to an entity that is controlled by RAF Pacifica Group. The sale is expected to close in or about September 2016. See the caption “—RAF Pacifica Group.” Upon the recordation of final maps, Carlsbad Oaks North Partners, L.P. expects to sell Lots 20-23 and 25 to another Techbilt Companies entity, which will complete Phase 3 improvements (primarily consisting of grading on Lot 23) and explore potential development, sale and ground lease opportunities. There are no current plans to construct buildings on Lots 20-23 and 25.

Carlsbad Oaks North Partners, L.P., on behalf of itself and the other Techbilt Owners, will enter into a Property Owner Disclosure Certificate in substantially the form set forth in Appendix D-2. See the caption “CONTINUING DISCLOSURE—Property Owners.”

RAF Pacifica Group. RAF Pacifica Group, which was established in 2015 by Adam Robinson, Steve Leonard and Matt Burton, is a privately-held commercial real estate investment company that acquires, owns and develops income-producing industrial and office properties. RAF Pacifica Group owns a total of approximately 2.4 million square feet of industrial and office properties in California. Its principals collectively have over 70 years of experience in owning and managing commercial real estate properties.

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As of July 1, 2016: (i) SR22 Carlsbad Oaks Distribution, LLC (“SR22”), a California limited liability company that is part of the RAF Pacifica Group family of companies, owns one parcel in Improvement Area 2, Lot 13; (ii) RAF Group Lot 8 LLC, a California limited liability company that is part of the RAF Pacifica Group family of companies, owns one parcel in Improvement Area 2, Lot 8; and (iii) RAF Pacifica Group – Development Fund I, LLC, a California limited liability company that is part of the RAF Pacifica Group family of companies is in escrow to purchase one parcel in Improvement Area 2, Lot 24, from Carlsbad Oaks North Partners, L.P.; the escrow is expected to close in or about September 2016. Such entities will be collectively responsible for approximately 15.4% of the Fiscal Year 2016-17 Special Tax levy, as shown in Table 2 above.

Lot 13 comprises approximately 13.287 gross acres. SR22 is currently constructing an approximately 114,976 square foot corporate headquarters/manufacturing/distribution facility and an approximately 42,292 square foot corporate headquarters/manufacturing/distribution facility on Lot 13. Construction is expected to be completed by December 2016. All entitlements and building permits have been received for these improvements. The facilities contain a total of 19 suites, with suite sizes ranging from approximately 3,611 square feet to 36,408 square feet. SR 22 has entered into lease commitments with respect to approximately 34% of the square footage, with initial occupancy expected in 2017.

Lot 8 comprises approximately 13.205 gross acres. RAF Group Lot 8 LLC currently plans to develop an approximately 168,000 square foot Class A industrial/distribution facility on Lot 8, with suites divisible to 60,000 square feet, by late 2017. RAF Group Lot 8 LLC is working with the City to secure a grading permit for Lot 8 and currently expects to receive such permit in or about November 2016. All other entitlements have been received with the exception of an occupancy permit that will be received upon the completion of construction.

Lot 24 comprises approximately 10.94 gross acres. RAF Pacifica Group currently plans to develop an approximately 144,000 square foot corporate headquarters/distribution facility on Lot 24, by early 2018. Carlsbad Oaks North Partners, L.P., the current owner, is expected to record a final map for Lot 24, which is being subdivided from a parcel that currently comprises all of Lots 20-25, in or about September 2016.

SR22 will enter into a Property Owner Disclosure Certificate in substantially the form set forth in Appendix D-2. See the caption “CONTINUING DISCLOSURE—Property Owners.”

Estimated Direct and Overlapping Indebtedness

Numerous local agencies provide public services within Improvement Area 2’s boundaries. However, only the City, on behalf of the District, has issued bonds secured by a special tax levy on property, which represented $12,890,000 of bonds in the 2015-16 tax year. Some of these local agencies have outstanding general obligation bonds that are secured by taxes on the parcels within Improvement Area 2 and others have authorized but unissued general obligation bonds that, if issued, will be secured by taxes levied on parcels within Improvement Area 2. The approximate amount of the direct and overlapping debt secured by such taxes and assessments on the parcels within Improvement Area 2 for Fiscal Year 2016-17 is shown in the table below. At present, two different jurisdictions have issued general obligation debt, of which Improvement Area 2’s allocable share is approximately $879,187. Increases in assessed valuations in Improvement Area 2 relative to assessed valuations in the overlapping jurisdiction can increase the ad valorem tax levy on Improvement Area 2 parcels; similarly, a decrease in assessed valuations in Improvement Area 2 relative to assessed valuations in the overlapping jurisdiction can decrease the ad valorem tax levy on Improvement Area 2 parcels.

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TABLE 4 DIRECT AND OVERLAPPING DEBT(1)


2015-16 Local Secured Assessed Valuation: $96,543,100 (Land and Improvements) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 6/1/16 Metropolitan Water District (General Obligation Bonds) 0.004% $ 3,658 Carlsbad Unified School District (General Obligation Bonds) 0.500 875,529 City of Carlsbad Community Facilities District No. 3 (Improvement Area 2) 100.000 12,890,000(2) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $13,769,187 Ratios to 2015-16 Assessed Valuation: Direct Debt ($12,890,000) .................................................. 13.35% Total Direct and Overlapping Tax and Assessment Debt .... 14.26% (1) Dollar amounts rounded to the nearest dollar. (2) Reflects the 2008 Bonds. Excludes the Bonds. Source: California Municipal Statistics, Inc.

Appraised Property Values

The following is a summary of certain provisions of the Appraisal, which should be read in conjunction with the full text of the Appraisal set forth in Appendix G. None of the City, the District or the Underwriter makes any representation as to the accuracy or completeness of the Appraisal.

Appraisal. An Appraisal of all parcels within Improvement Area 2 other than Lot 14 dated July 19, 2016 was prepared by the Appraiser in connection with issuance of the Bonds. The purpose of the Appraisal was to ascertain the market value of the fee simple estate of unimproved parcels in Improvement Area 2 as of July 1, 2016.

Lot 14, which consists of a 176,000 square foot pharmaceutical company research and development facility that is owned by Ionis Pharmaceuticals Inc., was not evaluated in the Appraisal, and the Appraisal does not include an appraised valuation for Lot 14. The Fiscal Year 2016-17 assessed valuation of Lot 14 was $60,873,356.

The Appraisal was based on certain assumptions and limiting conditions as described in detail beginning on page i. See Appendix G.

Valuation Methods. The Appraisal determined the market value of the unimproved parcels within Improvement Area 2 using the Sales Comparison Approach and (for Lots 1-3, 6, 15-16 and 20-25) a Discounted Cash Flow Analysis, each of which are discussed below.

Under the Sales Comparison Approach, market value is estimated by comparing properties that are similar to the subject which have recently been sold, are listed for sale or are under contract for sale. Sales were compared on a per-square foot basis.

Under the Discounted Cash Flow Analysis, a bulk value is determined by taking into consideration the fair market value of the lots, any remaining development costs, the marketing and carrying costs associated with selling the lots and a discount factor which reflects a profit to the developer, the risk associated with the project and takes into consideration the time value of money during the absorption period.

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Value Estimate. Subject to the various conditions and assumptions set forth in the Appraisal, the Appraiser estimated that, as of the July 1, 2016 date of value, the fee simple interest in the unimproved parcels within Improvement Area 2 had the following value:

Lot Number Owner Appraised Value

4, 5 Victory Carlsbad Oaks Innovation L.P. $6,008,673 7 Hughes Whiptail LLC 4,539,823 8 RAF Group Lot 8 LLC 8,860,104

13 APG Carlsbad I LLC/PRE IV C Oaks LLC/SR 22 Carlsbad Oaks Distribution

9,981,494

17 Moorpark Ventures L.P. 4,900,500 18, 19 Carlsbad Oaks Partners LLC 6,978,312

1, 2, 3, 6, 15, 16, 20-25

Techbilt Construction Corp / Carlsbad Oaks North Ventures / Carlsbad Oaks North Partners (related entities)

53,694,000

Total Aggregate Appraised Value $94,962,906

The Appraisal is set forth in full in Appendix G.

Estimated Value-to-Lien Ratio

The projected assessed value net of exemptions of the land within Improvement Area 2 for Fiscal Year 2016-17 (reflecting updates to Fiscal Year 2015-16 assessed values and not reflecting appraised values for unimproved parcels as described in Appendix G) is $103,194,281, while the “Adjusted Valuation” (reflecting appraised values for parcels with no structures on them as set forth in the Appraisal and the assessed value for Lot 14, upon which a 176,000 square foot pharmaceutical company research and development facility has been constructed) is $155,836,262. Dividing this projected assessed value by the $13,015,000 principal amount of the Bonds results in an assessed value-to-lien ratio of approximately 7.93 to 1, while dividing the Adjusted Valuation by the $13,015,000 principal amount of the Bonds results in a value-to-lien ratio of approximately 11.97 to 1. When the $879,187 amount of additional overlapping debt (all general obligation bond debt) that is payable from taxes levied on the property within the District (as set forth under the caption “—Estimated Direct and Overlapping Indebtedness”) is included in the calculation of the Adjusted Valuation, the Adjusted Valuation value-to-lien ratio equals approximately 11.22 to 1.

Table 5 below sets forth a summary of historical assessed values in Improvement Area 2. From 2008 to 2016, no assessed values in Improvement Area 2 were reduced without a change in ownership. Although neither the City nor the District has any specific knowledge with respect to valuation appeals, it is likely that the foregoing indicates that there were no Proposition 8 or other property tax appeals in Improvement Area 2. In the event of a successful property tax appeal in the future, reduced assessed values would not affect the amount of Special Taxes that can be levied under the Rate and Method but may alter the amount of overlapping general obligation bond tax levies.

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TABLE 5 SUMMARY OF HISTORICAL ASSESSED VALUES(1)


Fiscal Year Land Value(2) Structure Value(2) Total Assessed

Value(2) % Change in Total

Assessed Value

2008-09(3) $38,306,937 $ 0 $38,306,937 --% 2009-10 39,073,073 0 39,073,073 2.00 2010-11 38,980,461 0 38,980,461 (0.24) 2011-12 45,892,205 16,000,000 61,892,205 58.78 2012-13 51,310,042 48,820,000 100,130,042 61.78 2013-14 52,336,234 49,796,400 102,132,634 2.00 2014-15 52,573,833 50,022,475 102,596,308 0.45 2015-16 52,363,100 44,180,000 96,543,100 (5.90) 2016-17 56,114,453 47,079,828 103,194,281 6.89

(1) Assessed valuations are provided for each parcel that was subject to the Special Tax levy in each Fiscal Year. Dollar

amounts rounded to the nearest dollar. (2) Assessed valuations are based on County secured roll data as of July 2016, reflecting assessed valuations as of January 1,

2016. The data does not reflect any appeals or other changes to value that may have been updated after January 1, 2016. (3) First year of Special Tax levy. Source: NBS.

Table 6 below sets forth the Adjusted Valuation value-to-lien ratio distribution within Improvement Area 2 with reference to the Bonds based on the Fiscal Year 2016-17 Special Tax levy. The Special Tax levy for Fiscal Year 2016-17 is $814,146.

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TABLE 6 DIRECT DEBT VALUE-TO-LIEN RATIO(1)


Estimated Adjusted Value-to-Lien Ratio

Number of

Parcels

Assessed Value(2)

Appraised Value(3)

Adjusted

Valuation(4) Share of Bonds

Fiscal Year 2016-17 Special

Tax Levy(5)

% of Fiscal Year 2016-17 Special Tax

Levy

5.00 to 9.99:1 15 $ 42,320,925 $ 94,962,906 $ 94,962,906 $ 11,961,938 $ 748,272 91.91% Greater than 10.00:1 1 60,873,356 0 60,873,356 1,053,062 65,874 8.09 Total 16 $ 103,194,281 $ 94,962,906 $ 155,836,262 $ 13,015,000 $ 814,146 100.00%

(1) Dollar amounts rounded to the nearest dollar. (2) Assessed valuations are based on County secured roll data as of July 2016, reflecting assessed valuations as of January 1, 2016. The data does not reflect any appeals or other

changes to value that may have been updated after January 1, 2016. (3) Source: Appraisal dated July 19, 2016 prepared by Kitty Siino & Associates, Inc. Appraised value as of July 1, 2016. (4) Reflects Appraised Value for property without completed structures and Assessed Value for improved property. (5) All property within Improvement Area 2 is classified as Taxable Property except for Open Space Property and Public Property (primarily, dedicated easements), as such terms

are defined in the Rate and Method. Source: NBS.

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Development Status

The table below summarizes the development status of property within Improvement Area 2. Under the Rate and Method, all property within Improvement Area 2 is categorized as Taxable Property that is subject to the Special Taxes up to the Annual Maximum Special Tax amount except Open Space Property and Public Property (primarily, dedicated easements). Property may be either “Final Map Property” (Taxable Property that is included within a Final Subdivision Map that is approved by City Council prior to March 1 of each Fiscal Year) or “Developable Property” (Taxable Property other than Final Map Property). Currently, all Taxable Property within Improvement Area 2 is Final Map Property. As shown below, based on development status as of January 1, 2016, approximately 91.91% of the Special Taxes that will be levied in Fiscal Year 2016-17 will be levied on undeveloped Final Map Property. This percentage is expected to decrease to approximately 84.19% upon the completion of the two buildings that are currently under construction on Lot 13. See the caption “—Property Ownership—RAF Pacifica Group.”

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TABLE 7 DEVELOPMENT STATUS(1)


Development Status as of January 1, 2016

Number of

Parcels Assessed Value(2) Appraised Value(3)

Adjusted Valuation(4)

Fiscal Year 2016-17

Maximum Special Tax

Fiscal Year 2016-17 Special

Tax Levy(5)

% of Fiscal Year 2016-17 Special

Tax Levy

Developed Non-Residential(6) 1 $ 60,873,356 $ N/A $ 60,873,356 $ 186,073 $ 65,874 8.09% Undeveloped Non-Residential(7) 15 42,320,925 94,962,906 94,962,906 2,113,644 748,272 91.91 Totals: 16 $ 103,194,281 $ 94,962,906 $ 155,836,262 $ 2,299,717 $ 814,146 100.00% (1) Dollar amounts rounded to the nearest dollar. (2) Assessed valuations are based on County secured roll data as of July 2016, reflecting assessed valuations as of January 1, 2016. The data does not reflect any appeals or other

changes to value that may have been updated after January 1, 2016. (3) Source: Appraisal dated July 19, 2016 prepared by Kitty Siino & Associates, Inc. Appraised value as of July 1, 2016. (4) Reflects Appraised Value for property without completed structures and Assessed Value for improved property. (5) All property within Improvement Area 2 is classified as Taxable Property except for Open Space Property and Public Property (primarily, dedicated easements), as such terms

are defined in the Rate and Method. (6) Reflects Lot 14, a 176,000 square foot pharmaceutical company research and development facility that is owned by Ionis Pharmaceuticals Inc. (7) Reflects all parcels other than Lot 14. Two buildings are currently under construction on Lot 13. See the caption “—Property Ownership—RAF Pacifica Group.” Source: NBS.

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Delinquency History

Under the provisions of the Act, the Special Taxes, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, will be billed to the Property Owners on their regular property tax bills. Such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. Special Tax installment payments cannot generally be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax installment payments in the future. See the caption “SPECIAL RISK FACTORS—Special Tax Delinquencies.”

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TABLE 8 SPECIAL TAX COLLECTIONS, DELINQUENCIES AND DELINQUENCY RATES


Delinquencies as of June 30 of Fiscal Year Delinquencies as of June 30, 2016

Fiscal Year

Amount Levied(1)

Number of

Parcels Levied

Number of Parcels

Delinquent Amount

Delinquent

Percent of Amount

Delinquent

Number of Parcels

Delinquent Amount

Delinquent

Percent of Amount

Delinquent

2011-12 $1,068,299.92 16 0 $0.00 0.00% 0 $0.00 0.00% 2012-13 1,067,550.12 16 0 0.00 0.00 0 0.00 0.00 2013-14 1,066,432.72 16 0 0.00 0.00 0 0.00 0.00 2014-15 1,069,013.32 16 0 0.00 0.00 0 0.00 0.00 2015-16 1,066,129.72 16 0 0.00 0.00 0 0.00 0.00

(1) The amounts shown are higher than the Fiscal Year 2016-17 Special Tax levy of $814,146 because such amounts were

levied to pay the 2008 Bonds. The District expects to achieve debt service savings from the refunding of the 2008 Bonds and the issuance of the Bonds and, consequently, a reduction in the Special Tax that will be levied to pay the Bonds. See the caption “THE REFUNDING PLAN.”

Source: NBS.

See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Covenant to Foreclose; Proceeds of Foreclosure Sales” for a discussion of the provisions that apply, and procedures that the District is obligated to follow, in the event of delinquency in the payment of Special Tax installments.

SPECIAL RISK FACTORS

The following is a discussion of certain risk factors that should be considered, in addition to other matters set forth in this Official Statement, in evaluating the investment quality of the Bonds. This discussion does not purport to be comprehensive or definitive. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. The occurrence of one or more events discussed below could adversely affect the value of the property in Improvement Area 2. Moreover, the occurrence of one or more of the events discussed below could adversely affect the ability or willingness of property owners in the District to pay their Special Taxes when due. Such a failure to pay Special Taxes could result in the inability of the District to make full and punctual payments on the Bonds.

Concentration of Ownership

Improvement Area 2 has a significant concentration of ownership. As of July 1, 2016, the sixteen parcels in Improvement Area 2 are owned by fewer than ten Property Owners, several of which are related corporate entities. The Techbilt Companies family of entities collectively represent over 50% of the Special Tax levy. See the caption “THE IMPROVEMENT AREA—Property Ownership.” Failure of the Property Owners, or any successor, to pay the annual Special Taxes when due could result in a default in payments of the principal of, and interest on, the Bonds, when due.

None of the Property Owners is obligated in any manner to continue to own, or to develop, any of such property. The Special Taxes are not a personal obligation of the owners of the property on which such Special Taxes are levied, and no assurances can be given that the current Property Owners within Improvement Area 2 will be financially able to pay the Special Taxes levied on such property or that they will choose to pay even if financially able to do so. See the caption “—Payment of the Special Tax is Not a Personal Obligation of the Owners.” Such risk is greater and its consequence more severe when ownership is concentrated and may be expected to decrease when ownership is diversified.

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Limited Obligations

The Bonds are revenue bonds, payable exclusively from Net Taxes and other funds provided in the Indenture. The Bonds are not payable from the general funds or other moneys of the City or moneys derived from Improvement Area 2 of the District. Except with respect to the Net Taxes from Improvement Area 2, neither the credit nor the taxing power of the District or the City is pledged for the payment of the Bonds or the interest on the Bonds, and, except as provided in the Indenture, no Owner of the Bonds may compel the exercise of any taxing power by the District or the City or force the forfeiture of any City or District property. The principal of, premium, if any, and interest on the Bonds are not a debt of the City or a legal or equitable pledge, charge, lien or encumbrance upon any of the City’s or the District’s property or upon any of the City’s or the District’s income, receipts or revenues, except the Net Taxes and other amounts pledged under the Indenture. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Limited Obligations.”

Insufficiency of Special Taxes

Based on current projections, the maximum Special Taxes that may be levied within Improvement Area 2 exceed Maximum Annual Debt Service on the Bonds plus the Administrative Expenses Cap. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Debt Service Coverage from Net Special Taxes.” Notwithstanding the fact that the maximum Special Taxes that may be levied in Improvement Area 2 exceed debt service on the Bonds, the Special Taxes collected could be inadequate to make timely payment of debt service either because of nonpayment or, as described under the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Rate and Method of Apportionment of Special Taxes,” because property becomes exempt from taxation.

The Special Taxes will be billed to the properties within the District on the ad valorem property tax bills sent to owners of such properties. The Act provides that such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do ad valorem property tax installments. Significant delinquencies in the payment of Special Tax installments, or delays in the prosecution of foreclosure proceedings to collect such Special Taxes, could result in depletion of the Reserve Account and a default in the payment of the Bonds. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Covenant to Foreclose; Proceeds of Foreclosure Sales” for a discussion of the provisions that apply, and the procedures that the District has covenanted to follow, in the event of delinquencies in the payment of Special Taxes. See the captions “—FDIC/Federal Government Interests in Properties” and “—Bankruptcy and Foreclosure” for a discussion of the policy of the Federal Deposit Insurance Corporation (the “FDIC”) regarding the payment of special taxes and assessments and limitations on the District’s ability to foreclose on the lien of the Special Taxes in certain circumstances.

The annual levy of the Special Tax is subject to the maximum tax rates authorized. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the Bonds. Other funds that might be available include moneys and reserve fund surety policies or similar instruments deposited in the Reserve Account, funds derived from the payment of penalties on delinquent Special Taxes and funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent.

The levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular property and the amount of the levy of the Special Tax against such property. Thus, there will rarely, if ever, be a uniform relationship between the value of such property and the proportionate share of debt service on the Bonds, and certainly not a direct relationship.

Public Property, Open Space and Assessor’s Parcels (as such terms are defined in the Rate and Method) with public or utility easements making impractical their utilization for other than the purposes set forth in the easement are currently exempt from Special Taxes.

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The Act provides that if any property within the District that is not otherwise exempt from the Special Tax is acquired by a public entity through a negotiated transaction, or by gift or devise, the Special Taxes will continue to be levied on and enforceable against the public entity that acquired the property. In addition, the Act provides that if property that is subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to such property is to be treated as if it were a special assessment and paid from the eminent domain award. The constitutionality and operative effect of these provisions has not been tested in the courts. If for any reason property subject to the Special Tax becomes exempt from taxation by reason of ownership by a nontaxable entity such as the federal government, or another public agency that asserts immunity from the Special Tax, subject to the limitation of the maximum Special Tax rates, the Special Taxes will be reallocated to the remaining properties within the District. This would result in the owners of such properties paying a greater amount of the Special Tax and could have an adverse effect on the timely payment of the Special Tax. Due to the problems associated with collecting taxes from public agencies, if a substantial portion of land within the District were to become owned by public agencies, collection of the Special Tax might become more difficult and could result in collections of the Special Tax which might not be sufficient to pay principal of and interest on the Bonds when due, and a default could occur with respect to the payment of such principal and interest.

Failure to Develop Properties

As of July 1, 2016, only one parcel within Improvement Area 2 has completed structures on it, although all but two parcels are in finished condition and ready for vertical construction, with two buildings currently under construction on one parcel (Lot 13). Of the two parcels that are not yet in finished condition, one (Lot 8) is awaiting a grading permit, which the property owner expects to receive in late 2016, and the other (Lot 23) is not yet fully graded.

Unimproved or partially improved land is inherently less valuable than land with improvements on it, especially if there are restrictions on development, and provides less security to the Owners should it be necessary for the District to foreclose on the property due to the nonpayment of Special Taxes. Any delays in developing unimproved property, or the decision not to construct improvements on such property, may affect the willingness and ability of the owners of property within Improvement Area 2 to pay the Special Taxes when due.

Land development is subject to comprehensive federal, State and local regulations. Approval is required from various agencies in connection with the layout and design of developments, the nature and extent of improvements, construction activity, land use, zoning, school and health requirements, as well as numerous other matters. There is always the possibility that such approvals will not be obtained or, if obtained, will not be obtained on a timely basis. Failure to obtain any such agency approval or to satisfy such governmental requirements could adversely affect planned land development. In addition, there is a risk that future governmental restrictions, including, but not limited to, governmental policies restricting or controlling development within the District, will be enacted, and a risk that future voter approved land use initiatives could add more restrictions and requirements on development within the District.

Moreover, there can be no assurance that the means and incentive to conduct land development operations within the District will not be adversely affected by a deterioration of the real estate market and economic conditions or future local, State and federal governmental policies relating to real estate development, the income tax treatment of real property ownership or the national economy.

The Property Owners who own unimproved property are likely to need continued financing to complete the development of the property within Improvement Area 2. No assurance can be given that the required funding will be secured or that the proposed development will be partially or fully completed, and it is possible that cost overruns will be incurred that will require additional funding beyond what the Property Owners have projected, which may or may not be available.

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Owners of the Bonds should assume that any event that significantly impacts the ability to complete the development of the land in Improvement Area 2 would cause the property values within Improvement Area 2 to decrease substantially and could affect the willingness and ability of the Property Owners to pay the Special Taxes when due.

Endangered Species

In recent years, there has been an increase in activity at the State and federal level related to the possible listing of certain plant and animal species found in the Southern California area as endangered or threatened species. An increase in the number of endangered or threatened species is expected to curtail development in a number of areas. At present, none of the unimproved property within Improvement Area 2 is known to be inhabited by any plant or animal species that any State or federal agency has listed or has proposed for listing on the endangered or threatened species lists. The City is not aware of the current existence of any endangered species within Improvement Area 2. Notwithstanding this fact, new species are proposed to be added to the State and federal protected lists on a regular basis. Any action by the State or federal government to protect species located on or adjacent to the property within Improvement Area 2 could have an adverse effect on the ability of the owners of unimproved property to construct improvements on such property. Any such action could reduce the likelihood of timely payment of the Special Taxes which might be levied upon such property and would likely reduce the market value of such property and, therefore, the potential revenues available at foreclosure sales for delinquent Special Tax installments. See the caption “—Land Values.”

Natural Disasters

The District, like all California communities, may be subject to unpredictable seismic activity, drought, fires, high winds, landslides, floods or other natural disasters. Southern California is a seismically active area. No known active faults underlie the District. The nearest fault to the City is the Newport-Inglewood-Rose Canyon Fault, which runs offshore of the western edge of the city and is considered active. Other faults in the region include the Coronado Bank, La Nacion, Elsinore, Agua Caliente, and San Jacinto faults. Seismic activity represents a potential risk for damage to buildings, roads, bridges and property within the District. In addition, land susceptible to seismic activity may be subject to liquefaction during the occurrence of such event.

North San Diego County, in which the District is located, has previously experienced large scale wildfires that resulted in the destruction of homes and businesses, most recently in 2007 and 2014; however, no property in Improvement Area 2 has been damaged as the result of such wildfires.

In the event of a natural disaster, there may be significant damage to both property and infrastructure in Improvement Area 2. As a result, a substantial portion of the Property Owners may be unable or unwilling to pay the Special Taxes when due. In addition, the value of land in the District could be diminished in the aftermath of such a natural disaster, reducing the resulting proceeds of foreclosure sales in the event of delinquencies in the payment of the Special Taxes.

Hazardous Substances

The presence of hazardous substances on a parcel may result in a reduction in the value of a parcel. In general, the owners and operators of a parcel may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws, but State laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator had anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the

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taxed parcels be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

The District has not independently verified, but is not aware, that any owner (or operator) of any of the parcels within Improvement Area 2 has a liability related to hazardous substances with respect to any such parcel. However, it is possible that such liabilities do currently exist and that the District is not aware of them.

Further, it is possible that liabilities may arise in the future with respect to any of the parcels within Improvement Area 2 resulting from the existence, currently, on the parcel of a substance that is presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance that is not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. Any of these possibilities could significantly affect the willingness or ability of the owner of any parcel to pay the Special Taxes or the value of a parcel that is realizable upon a delinquency.

As described under the caption “THE IMPROVEMENT AREA—Appraised Property Value—Conditions and Assumptions,” the Appraisal assumes that no hazardous materials exist on the property. Accordingly, the Appraisal does not take into account the possible reduction in marketability and value of any of the unimproved parcels within Improvement Area 2 by reason of the possible liability of the owner or operator for hazardous materials on such parcels.

Shapiro Decision

On August 1, 2014, the California Court of Appeal, Fourth Appellate District, Division One (the “Court”), issued its opinion in City of San Diego v. Melvin Shapiro, et al. (D063997). The case involved a Convention Center Facilities District (the “CCFD”) established by the City of San Diego. The CCFD was a financing district established under the City of San Diego’s charter (the “Charter”) and was intended to function much like a community facilities district established under the provisions of the Act. The CCFD was comprised of all of the real property in the entire City of San Diego. However, the special tax to be levied within the CCFD was to be levied only on properties improved with a hotel located within the CCFD.

At the election to authorize such special tax, the Charter proceeding limited the electorate to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel is located. Thus, the election was an election limited to owners and lessees of properties on which the special tax would be levied, and not a registered voter election. Such approach to determining who would constitute the qualified electors of the CCFD was based on Section 53326(c) of the Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote will be by the landowners of the proposed district whose property would be subject to the special tax. The Court held that the CCFD special tax election did not comply with applicable requirements of Article XIIIA, Section 4, and Article XIIIC, Section 2, of the State Constitution, or with applicable provisions of the City of San Diego’s Charter, because the electors in such an election were not the registered voters residing within the district.

In the case of the CCFD, at the time of the election there were several hundred thousand registered voters within the CCFD (viz., all of the registered voters in the City of San Diego). In the case of Improvement Area 2, there were no registered voters within Improvement Area 2 at the time of the elections to authorize the special tax levy for Improvement Area 2. In City of San Diego, the Court expressly stated that it was not addressing the validity of landowner voting to impose special taxes pursuant to the Act in situations where there are fewer than 12 registered voters. Thus, by its terms, the Court’s holding does not apply to the special tax election in Improvement Area 2. Moreover, Section 53341 of the Act provides that any “action or proceeding to attack, review, set aside, void or annul the levy of a special tax … shall be commenced within 30

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days after the special tax is approved by the voters.” Similarly, Section 53359 of the Act provides that any action to determine the validity of bonds issued pursuant to the Act or the levy of special taxes authorized pursuant to the Act be brought within 30 days of the voters approving the issuance of such bonds or the special tax. Voters approved the Special Tax and the issuance of bonds for Improvement Area 2 in compliance with all applicable requirements of the Act at the time of formation of the District in 2005. Therefore, under the provisions of Sections 53341 and 53359 of the Act, the statute of limitations period to challenge the validity of the Special Tax for Improvement Area 2 has expired.

Parity Taxes and Special Assessments

Property within the District is subject to taxes and assessments imposed by other public agencies that have jurisdiction over the land within the District. See the caption “THE IMPROVEMENT AREA—Estimated Direct and Overlapping Indebtedness.”

The Special Taxes and any penalties thereon constitute a lien against the lots and parcels of land on which they have been levied. Such lien is on a parity with all special taxes and special assessments levied by the City and 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 except, possibly, for liens or security interests held by the Federal Deposit Insurance Corporation and other federal government entities. See the captions “—Bankruptcy and Foreclosure” and “—FDIC/Federal Government Interests in Properties” below.

Neither the City nor the District has control over the ability of other entities and districts to issue indebtedness secured by special taxes, ad valorem taxes or assessments that are payable from all or a portion of the property within the District. In addition, the Property Owners within the District may, without the consent or knowledge of the District, petition other public agencies to issue public indebtedness secured by special taxes, ad valorem taxes or assessments. Any such special taxes, ad valorem taxes or assessments may have a lien on such property on a parity with the Special Taxes and could reduce the estimated value-to-lien ratios for property within the District or the willingness of property owners to pay the Special Tax.

Disclosures to Future Purchasers

The willingness or ability of an owner of a parcel to pay the Special Tax even if the value of the parcel is sufficient may be affected by whether or not the owner was given due notice of the Special Tax authorization when the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and the risk of such a levy, and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The District has caused a notice of the Special Tax lien to be recorded in the Office of the Recorder for the County against each parcel. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of a property within the District or lending of money secured by such property.

The Act requires the subdivider (or its agent or representative) of a subdivision to notify a prospective purchaser or long-term lessor of any lot, parcel, or unit that is subject to a Mello-Roos special tax of the existence and maximum amount of such special tax using a statutorily prescribed form. California Civil Code § 1102.6b requires that in the case of transfers other than those covered by the above requirement, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due.

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Special Tax Delinquencies

Under provisions of the Act, the Special Taxes, from which funds necessary for the payment of principal of and interest on the Bonds and any Parity Bonds are derived, are customarily billed to the properties within the District on the ad valorem property tax bills sent to owners of such properties. The Act currently provides that such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do ad valorem property tax installments.

Significant delinquencies in the payment of annual Special Tax installments, or delays in the prosecution of foreclosure proceedings to collect such Special Taxes, could result in default in depletion of the Reserve Account and default in payment of debt service on the Bonds. See the caption “THE IMPROVEMENT AREA—Delinquency History” for historical Special Tax delinquency information in Improvement Area 2. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Covenant to Foreclose; Proceeds of Foreclosure Sales” for a discussion of the provisions that apply, and the procedures that the District is obligated to follow under the Indenture, in the event of delinquencies in the payment of Special Taxes. See the captions “—FDIC/Federal Government Interests in Properties” and “—Bankruptcy and Foreclosure” for a discussion of the policy of the FDIC and the rights of federal government entities regarding the payment of special taxes and assessment and limitations on the District’s ability to foreclosure on the lien of the Special Taxes in certain circumstances.

The Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (known as the Teeter Plan), as provided for in Section 4701 et seq. of the State Revenue and Taxation Code, is not available for community facilities districts such as the District. The collection of Special Taxes is therefore subject to the risk of delinquency, while the District is also entitled to collect penalties and interest on delinquent Special Taxes.

Non-Cash Payments of Special Taxes

Under the Act, the City Council, as the legislative body of the District, may reserve to itself the right and authority to allow the owner of any taxable parcel to tender a Bond or Parity Bond in full or partial payment of any installment of the Special Taxes or the interest or penalties thereon. A Bond or Parity Bond so tendered is to be accepted at par and credit is to be given for any interest accrued thereon to the date of the tender. Thus, if Bonds or Parity Bonds can be purchased in the secondary market at a discount, it may be to the advantage of an owner of a taxable parcel to pay the Special Taxes applicable thereto by tendering a Bond or Parity Bond. Such a practice would decrease the cash flow available to the District to make payments with respect to other Bonds or Parity Bonds then outstanding; and, unless the practice was limited by the District, the Special Taxes paid in cash could be insufficient to pay the debt service due with respect to such other Bonds or Parity Bonds.

In order to provide some protection against the potential adverse impact on cash flows that might be caused by the tender of Bonds or Parity Bonds in payment of Special Taxes, the Indenture includes a covenant pursuant to which the District will not adopt any policy pursuant to Section 53341.1 of the Act permitting the tender of Bonds or Parity Bonds in full payment or partial payment of any Special Taxes unless the District has first received a certificate from an Independent Financial Consultant that the acceptance of such a tender will not result in the District having insufficient Special Tax revenues to pay the principal of and interest on the Bonds and Parity Bonds when due.

Payment of the Special Tax is Not a Personal Obligation of the Owners

The obligation to pay Special Taxes levied within Improvement Area 2 does not constitute a personal obligation of the current or subsequent owners of the property in Improvement Area 2. Enforcement of Special Tax payment obligations by the District is limited to judicial foreclosure in the County Superior Court. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Covenant to Foreclose;

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Proceeds of Foreclosure Sales.” There is no assurance that any current or subsequent owner of a parcel subject to Special Taxes will be able to pay the Special Taxes, or that such owner will choose to pay such installments even though financially able to do so.

Land Values

The value of the property within the District is a critical factor in determining the investment quality of the Bonds. If a property owner is delinquent in the payment of Special Taxes, the District’s only remedy is to commence foreclosure proceedings against the delinquent parcel in an attempt to obtain funds to pay the Special Taxes. Reductions in property values due to a downturn in the economy, natural disasters, stricter land use regulations, delays in development or other events could adversely impact the security underlying the Special Taxes. See the caption “THE IMPROVEMENT AREA—Estimated Value-to-Lien Ratio” herein.

Assessed Values. The assessed values set forth in this Official Statement do not represent market values arrived at through an appraisal process and generally reflect only the sales price of a parcel when acquired by its current owner, adjusted annually by an amount determined by the County Assessor, generally not to exceed an increase of more than 2% per fiscal year, and value increases attributable to new construction. In the last several years such upward adjustment has been less than 2% annually and in certain years, the assessed value for specific parcels within Improvement Area 2 may have been revised downwards. In recent years, many counties in the State, including the County, have reassessed certain properties acquired in recent years at the peak of the real estate market. The District cannot predict whether the County will reduce assessed values within Improvement Area 2 in future years. If the County did decide to broadly reassess assessed valuations in the County, it is possible that in future years the assessed values shown in this Official Statement could be adjusted downward from the values reflected in this Official Statement. Prospective purchasers of the Bonds should not assume that the property within Improvement Area 2 could be sold for the assessed values described in this Official Statement at a foreclosure sale for delinquent Special Taxes or for an amount adequate to pay delinquent Special Taxes.

No assurance can be given that any bid will be received for a parcel with delinquent Special Taxes offered for sale at foreclosure or, if a bid is received, that such bid will be sufficient to pay all delinquent Special Taxes. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Tax—Covenant to Foreclose; Proceeds of Foreclosure Sales.”

Appraised Values. The Appraisal set forth in Appendix G estimates the market value of the unimproved parcels within Improvement Area 2. This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions that are stated in the Appraisal. The District has not sought the present opinion of any other appraiser of the value of the taxed parcels. A different present opinion of value might be rendered by a different appraiser.

The opinion of value that is set forth in the Appraisal relates to sale by a willing seller to a willing buyer, each having similar information and neither being forced by other circumstances to sell or to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information. In addition, the opinion is a present opinion, based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised value is not evidence of future value because future facts and circumstances may differ significantly from those that are in existence as of the date of the Appraisal.

No assurance can be given that any of unimproved parcels in Improvement Area 2 could be sold for the estimated market value that is contained in the Appraisal if such parcels should become delinquent in the payment of Special Taxes and be foreclosed upon.

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Potential Early Redemption of Bonds from Prepayments

Property owners within Improvement Area 2 are permitted to prepay their Special Taxes at any time. Such prepayments will result in a redemption of Bonds. See the caption “THE BONDS—Redemption—Extraordinary Redemption.”

Billing of Special Taxes

A special tax formula can result in a substantially heavier property tax burden being imposed upon properties within a community facilities district than elsewhere in a city or county, and this in turn can lead to problems in the collection of the special tax. In some community facilities districts (although not in the District), taxpayers have refused to pay the special tax and have commenced litigation challenging the special tax, the community facilities district and bonds issued by the community facilities district.

Under provisions of the Act, the Special Taxes are to be billed to the properties within Improvement Area 2 that were entered on the Assessment Roll of the County Assessor by January 1 of the previous Fiscal Year. Such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. These Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills may also indicate an unwillingness or inability to make regular property tax payments and installment payments of Special Taxes in the future. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Covenant to Foreclose; Proceeds of Foreclosure Sales” for a discussion of the provisions that apply, and that procedures that the District is obligated to follow, in the event of delinquency in the payment of installments of Special Taxes.

Value-to-Lien Ratios

The estimated value-to-lien ratios set forth under the caption “THE IMPROVEMENT AREA—Estimated Value-to-Lien Ratio” are based on the assessed or appraised values of property in Improvement Area 2 and the direct and overlapping debt currently allocable to such property, as of January 1, 2016. No assurance can be given that such value-to-lien ratios will be maintained over time. As discussed herein, many factors that are beyond the control of the City and the District could adversely affect the property values within Improvement Area 2. Neither the City nor the District has any control over the amount of additional indebtedness that may be issued by other public agencies, the payment of which, through the levy of a tax or an assessment, is on a parity with the Special Taxes. See the captions “—Parity Taxes and Special Assessments” and “THE IMPROVEMENT AREA—Estimated Direct and Overlapping Indebtedness.” A decrease in the property values in Improvement Area 2 or an increase in the parity liens on property in Improvement Area 2, or both, could result in a lowering of the value-to-lien ratios of the property in Improvement Area 2.

IRS Audit of Tax-Exempt Bond Issues

The Internal Revenue Service (the “IRS”) has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit (or by an audit of similar bonds or securities).

FDIC/Federal Government Interests in Properties

General. The ability of the District to collect the Special Taxes and interest and penalties specified by State law, and to foreclose the lien of delinquent Special Taxes, may be limited in certain respects with regard to properties in which the FDIC, the Federal National Mortgage Association (“FNMA”), the IRS, the Drug Enforcement Administration or other similar federal governmental agencies has or obtains an interest.

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Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government’s interest. This means that, unless the United States Congress has otherwise provided, if a federal government entity owns a parcel of taxable property but does not pay taxes (including Special Taxes) and assessments levied on the parcel, the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless the United States Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount that is sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson, 597 F.2d 174 (9th Cir. 1979), the United States Court of Appeal, Ninth Circuit (the “Ninth Circuit”), held that FNMA is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States. For a discussion of risks associated with taxable parcels within the District becoming owned by the federal government, federal government entities or federal government sponsored entities, see the caption “—Insufficiency of Special Taxes.”

The District has not undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding.

FDIC. In the event that any financial institution making any loan which is secured by real property within the District is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default, resulting in ownership of the property by the FDIC, then the ability of the District to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited. On June 4, 1991, the FDIC issued a Statement of Policy Regarding the Payment of State and Local Property Taxes (the “1991 Policy Statement”). The 1991 Policy Statement was revised and superseded by new Policy Statement effective January 9, 1997 (the “Policy Statement”). The Policy Statement provides that real property that is owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property’s value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution’s affairs, unless abandonment of the FDIC’s interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent that the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will neither pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC-owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC’s consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC’s consent.

The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent that such lien purports to secure the payment of any such amounts. Special taxes imposed under the Act and a special tax formula that determines the special tax due each year are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC’s federal immunity. The Ninth Circuit issued a ruling on August 28, 2001 in which it determined that the FDIC, as a federal agency, is exempt

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from special taxes under the Act. With respect to property in the State owned by the FDIC on January 9, 1997 and that was owned by the Resolution Trust Company (the “RTC”) on December 31, 1995, or that became the property of the FDIC through foreclosure of a security interest held by the RTC on that date, the FDIC will continue the RTC’s prior practice of paying special taxes imposed pursuant to the Act if the taxes were imposed prior to the RTC’s acquisition of an interest in the property. All other special taxes may be challenged by the FDIC.

The City and the District are unable to predict what effect the FDIC’s application of the Policy Statement would have in the event of a delinquency on a parcel within the District in which the FDIC has an interest, although prohibiting the lien of the FDIC to be foreclosed at a judicial foreclosure sale would reduce or eliminate the persons willing to purchase a parcel at a foreclosure sale. Owners of the Bonds should assume that the District will be unable to foreclose on any parcel owned by the FDIC. Such an outcome could cause a draw on the Reserve Account and perhaps, ultimately, a default in payment on the Bonds.

Bankruptcy and 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.

The payment of Special Taxes and the ability of the District to foreclose the lien of a delinquent Special Tax may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of the State relating to judicial foreclosure.

Bankruptcy, insolvency and other laws generally affecting creditors’ rights could adversely impact the interests of owners of the Bonds in at least two ways. First, the payment of property owners’ taxes and the ability of the District to foreclose the lien of delinquent unpaid Special Taxes pursuant to its covenant to pursue judicial foreclosure proceedings may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights (such as the Soldiers’ and Sailors’ Relief Act of 1940 discussed below) or by the laws of the State relating to judicial foreclosure. See the caption “SOURCES OF PAYMENT FOR THE BONDS—Special Taxes—Covenant to Foreclose; Proceeds of Foreclosure Sales.” In addition, the prosecution of a foreclosure could be delayed for many reasons, including crowded local court calendars or lengthy procedural delays.

Second, the United States Bankruptcy Code might prevent moneys on deposit in the Special Tax Fund from being applied to pay interest on the Bonds and/or to redeem Bonds if bankruptcy proceedings were brought by or against a landowner in the District and if the court found that any of such landowners had an interest in such moneys within the meaning of Section 541(a)(1) of the United States Bankruptcy Code.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, the amount and priority of any lien on property securing the payment of delinquent Special Taxes could be reduced or modified if the value of the property were determined by the bankruptcy court to have become less than the amount of the lien, and the amount of the delinquent Special Taxes in excess of the reduced lien would then be treated as an unsecured claim by the court. Further, bankruptcy of a property owner could result in an unwillingness to pay Special Taxes, a stay or other delay in prosecuting Superior Court foreclosure proceedings. Such a 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 Special Tax installments not being paid in full.

On July 30, 1992, the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine Industries (“Glasply”). In that case, the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on the property. Although the

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court upheld the priority of unpaid taxes imposed before the bankruptcy petition, unpaid taxes imposed after the filing of the bankruptcy petition were declared to be “administrative expenses” of the bankruptcy estate, payable after all secured creditors. As a result, the secured creditor was able to foreclose on the property and retain all the proceeds of the sale except the amount of the pre-petition taxes.

The Bankruptcy Reform Act of 1994 included a provision which excepts from the United States Bankruptcy Code’s automatic stay provisions, “the creation of a statutory lien for an ad valorem property tax imposed by . . . a political subdivision of a state if such tax comes due after the filing of the petition [by a debtor in bankruptcy court].” This amendment effectively makes the Glasply holding inoperative as it relates to ad valorem real property taxes. However, it is possible that the original rationale of the Glasply ruling could still result in the treatment of post-petition special taxes as “administrative expenses,” rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings.

According to the court’s ruling, as administrative expenses, post-petition taxes would be paid, assuming that the debtor had sufficient assets to do so. In certain circumstances, payment of such administrative expenses may be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise), it would at that time become subject to current ad valorem taxes.

The Act provides that the Special Taxes are secured by a continuing lien which is subject to the same lien priority in the case of delinquency as ad valorem taxes. No case law exists with respect to how a bankruptcy court would treat the lien for Special Taxes levied after the filing of a petition in bankruptcy. Glasply is controlling precedent on bankruptcy courts in the State. If the Glasply precedent was applied to the levy of the Special Taxes, the amount of Special Taxes received from parcels whose owners declare bankruptcy could be reduced.

Other laws generally affecting creditors’ rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if a court concludes that the ability to pay such taxes or assessments is materially affected by reason of such service.

No Acceleration Provision

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 Bonds or the Indenture. See Appendix C under the caption “EVENTS OF DEFAULT—Remedies of Owners” for a description of remedies that are available to the Bond Owner if the District defaults under the Indenture.

Loss of Tax Exemption

As discussed under the caption “TAX EXEMPTION,” the interest on the Bonds could become includable in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds as a result of a failure of the District to comply with certain provisions of the Internal Revenue Code of 1986, as amended, or certain legislative changes that occur subsequent to the issuance of the Bonds. Should such an event of taxability occur, the Bonds are not subject to early redemption and will remain outstanding to maturity or until redeemed under the redemption provisions of the Indenture.

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Limitations on Remedies

Remedies available to the owners of the Bonds may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the Bonds or to preserve the tax-exempt status of the Bonds.

Bond Counsel has limited its opinion as to the enforceability of the Bonds and of the Indenture to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditors’ rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the owners of the Bonds.

Limited Secondary Market

There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Although the District has committed to provide certain financial and operating information on an annual basis, there can be no assurance that such information will be available to Owners of the Bonds on a timely basis. See the caption “CONTINUING DISCLOSURE.” The failure to provide the required annual financial information does not give rise to monetary damages but merely an action for specific performance. Occasionally, because of general market conditions, lack of current information, or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price.

Proposition 218

An initiative measure, Proposition 218, which is commonly referred to as the “Right to Vote on Taxes Act” (the “Initiative”) was approved by the voters of the State at the November 5, 1996 general election. The Initiative added Articles XIIIC and XIIID to the State Constitution. According to the “Title and Summary” of the Initiative prepared by the State Attorney General, the Initiative limits “the authority of local governments to impose taxes and property-related assessments, fees and charges.” The provisions of the Initiative have not yet been interpreted by the courts, although several lawsuits have been filed requesting that the courts interpret various aspects of the Initiative. The Initiative could potentially impact the Special Taxes available to the District to pay the principal of and interest on the Bonds as described below.

Among other things, Section 3 of Article XIIIC states that “. . . the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge.” The Act provides for a procedure which includes notice, hearing, protest and voting requirements to alter the rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. On July 1, 1997, a bill was signed into law by the Governor of the State enacting Government Code Section 5854, which states that:

“Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996, general election, shall not be construed to mean that any owner or beneficial owner of a municipal security, purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights protected by Section 10 of Article I of the United States Constitution.”

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Accordingly, although the matter is not free from doubt, it is likely that the Initiative has not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely retirement of the Bonds. The provisions of the Initiative relating to the exercise of the initiative power have not been interpreted by the courts, and no assurance can be given as to the outcome of any such litigation.

It may be possible, however, for voters or the City Council, acting as the legislative body of the District, to reduce the Special Taxes in a manner that does not interfere with the timely repayment of the Bonds, but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels. Furthermore, no assurance can be given with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the timely retirement of the Bonds. Therefore, no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses.

Nevertheless, to the maximum extent that the law permits it to do so, the District has covenanted that it will not initiate proceedings to reduce the maximum Special Tax rates for the District, unless, in connection therewith: (i) the District receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the District as of the July 1 preceding the reduction, the maximum amount of the Special Tax which may be levied on then-existing Taxable Property (as such term is defined in the Rate and Method) in each Bond Year for any Bonds and Parity Bonds Outstanding will equal at least 110% of the sum of the estimated Administrative Expenses and gross debt service in each Bond Year on all Bonds and Parity Bonds to remain Outstanding after the reduction is approved; (ii) the District finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the Bonds and Parity Bonds; and (iii) the District is not delinquent in the payment of the principal of or interest on the Bonds or any Parity Bonds. For purposes of estimating Administrative Expenses for the foregoing calculation, the Independent Financial Consultants will compute the Administrative Expenses for the current Fiscal Year and escalate such amount by 2% in each subsequent Fiscal Year. However, no assurance can be given as to the enforceability of the foregoing covenants.

The interpretation and application of Articles XIIIC and XIIID will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination or the timeliness of any remedy afforded by the courts. See the caption “—Limitations on Remedies.”

Ballot Initiatives

Article XIIIC was adopted pursuant to a measure that qualified for the ballot pursuant to the State’s Constitutional initiative process, and the State Legislature has in the past enacted legislation that has altered the spending limitation or established minimum funding provisions for particular activities. On March 6, 1995, in the case of Rossi v. Brown, the State Supreme Court held that an initiative can repeal a tax ordinance and prohibit the imposition of further such taxes and that the exemption from the referendum requirements does not apply to initiative. From time to time, other initiative measures could be adopted by State voters or legislation enacted by the State Legislature. The adoption of any such initiative or enactment of legislation might place limitations on the ability of the State, the County or local districts to increase revenues or appropriations or on the ability of a property owner to complete the development of property within the District.

CONTINUING DISCLOSURE

District

Pursuant to a Continuing Disclosure Agreement, dated as of September 1, 2016 (the “District Disclosure Agreement”), the District has agreed to provide, or cause to be provided, to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (“EMMA”) system certain annual

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financial information and operating data concerning the District and notice of certain enumerated events (the “District Annual Report”). The District Annual Report is to be filed not later than March 31 of each year, beginning March 31, 2017.

The District entered into its first undertaking under Rule 15c2-12 in connection with a financing that closed in August 2016 with respect to Improvement Area 1 of the District. The District has not yet made any continuing disclosure filings under such undertaking.

The proposed form of the District Disclosure Agreement is set forth in Appendix D-1.

Property Owners

Pursuant to separate continuing disclosure certificates, dated as of September 1, 2016 (the “Property Owner Disclosure Certificates”), certain Property Owners listed under the caption “THE IMPROVEMENT AREA—Property Ownership” have agreed to provide, or cause to be provided, to the EMMA system certain annual financial information and operating data concerning such Property Owners and the parcels that they own within Improvement Area 2 and notice of certain enumerated events (the “Property Owner Annual Reports”). Each Property Owner Annual Report is to be filed not later than March 31 of each year, beginning March 31, 2017.

The obligations under each Property Owner Disclosure Certificate will terminate upon the earlier of: (i) legal defeasance, prior redemption or payment in full of all of the Bonds; (ii) the date on which the applicable Property Owner’s property in Improvement Area 2 is no longer responsible for 10% or more of the annual Special Tax levy; (iii) the date on which the applicable Property Owner prepays in full all of the Special Taxes that are attributable to its property in Improvement Area 2; or (iv) the date on which the applicable Property Owner has completed construction of all buildings to be constructed on property that it owns in Improvement Area 2.

The proposed form of the Property Owner Disclosure Certificate is set forth in Appendix D-2.

LEGAL MATTERS

The validity of the Bonds and certain other legal matters are subject to the approving opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel. The form of Bond Counsel’s opinion with respect to the Bonds is set forth in Appendix E. In addition to serving as Bond Counsel in connection with the issuance and sale of the Bonds, Stradling Yocca Carlson & Rauth, a Professional Corporation, has served as Disclosure Counsel to the District. Certain legal matters will be passed on for the City and the District by the City Attorney, for the Underwriter by Jones Hall, A Professional Law Corporation, and for the Trustee by its counsel.

TAX EXEMPTION

In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described in this Official Statement, 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. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. Bond Counsel notes that, with respect to corporations, interest on the Bonds may be included as an adjustment in calculation of alternative minimum taxable income, which may affect the alternative minimum tax liability of such corporations.

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Bond Counsel’s opinion as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on the Bonds is based upon certain representations of fact and certifications made by the District, the Underwriter and others and is subject to the condition that the District complies with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”) that must be satisfied subsequent to the issuance of the Bonds to assure that interest (and original issue discount) on the Bonds 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 will covenant to comply with all such requirements.

In the opinion of Bond Counsel, the difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is to be sold to the public) and the stated redemption price at maturity of such Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Beneficial Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Beneficial Owner will increase the Beneficial Owner basis in the applicable Bond. The amount of original issue discount that accrues to the Beneficial Owner of a Bond is excluded from the gross income of such Beneficial Owner for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and is exempt from State of California personal income tax.

The amount by which an Owner’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 Code; such amortizable bond premium reduces the Owner’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 an Owner 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. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable bond premium.

The IRS has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of similar municipal obligations). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation thereof) subsequent to the issuance of the Bonds to the extent that it adversely affects the exclusion from gross income of interest (and original issue discount) on the Bonds or their market value.

SUBSEQUENT TO THE ISSUANCE OF THE BONDS, THERE MIGHT BE FEDERAL, STATE OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY INTERPRETATIONS OF FEDERAL, STATE OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE OR LOCAL TAX TREATMENT OF THE INTEREST ON THE BONDS OR THE MARKET VALUE OF THE BONDS. LEGISLATIVE CHANGES HAVE BEEN PROPOSED IN CONGRESS, WHICH, IF ENACTED, WOULD RESULT IN ADDITIONAL FEDERAL INCOME TAX BEING IMPOSED ON CERTAIN OWNERS OF TAX-EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE BONDS. THE INTRODUCTION OR ENACTMENT OF ANY OF SUCH CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE BONDS. NO ASSURANCE CAN BE GIVEN THAT, SUBSEQUENT TO THE ISSUANCE OF THE BONDS, SUCH CHANGES (OR OTHER CHANGES) WILL NOT BE INTRODUCED OR ENACTED OR THAT SUCH INTERPRETATIONS WILL NOT OCCUR. BEFORE PURCHASING ANY OF THE BONDS, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY

47

CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE BONDS.

Bond Counsel’s opinion may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to the Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on the exclusion from gross income for federal income tax purposes of interest (and original issue discount) with respect to any Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation.

Although Bond Counsel will render an opinion that interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes provided that the District continues to comply with certain requirements of the Code, the accrual or receipt of interest (and original issue discount) on the Bonds may otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, before purchasing any of the Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Bonds.

A copy of the proposed form of opinion of Bond Counsel for the Bonds is set forth in Appendix E.

NO LITIGATION

At the time of delivery of and payment for the Bonds, the District will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the District, threatened against the District affecting the existence of the District or the titles of its directors or officers to their respective offices or seeking to restrain or to enjoin the sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Indenture, or in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture, or any action of 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 District or its authority with respect to the Bonds or any action of the District contemplated by any of said documents, nor to the knowledge of the District, is there any basis therefor.

NO RATING

The Bonds have not been rated by any credit rating agency.

UNDERWRITING

The Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated (the “Underwriter”). The Underwriter has agreed to purchase the Bonds at a price of $12,757,327.11 (being $13,015,000.00 aggregate principal amount of the Bonds, less Underwriter’s discount of $176,640.64 and less a net original issue discount of $81,032.25). The purchase agreement relating to the Bonds provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation to make such purchase is subject to certain terms and conditions set forth in such purchase agreement, the approval of certain legal matters by counsel and certain other conditions.

The initial offering prices stated on the inside front cover page of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts), dealer banks, banks acting as agent and others at prices lower than said public offering prices.

48

FINANCIAL ADVISOR

The District has retained Fieldman, Rolapp & Associates, Irvine, California, as financial advisor (the “Financial Advisor”) in connection with the sale of the Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume any responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement.

The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities.

FINANCIAL INTERESTS

The fees being paid to the Financial Advisor, the Underwriter, Underwriter’s Counsel and Bond Counsel/Disclosure Counsel are contingent upon the issuance and delivery of the Bonds. From time to time, Bond Counsel represents the Underwriter on matters unrelated to the Bonds.

PENDING LEGISLATION

The District is not aware of any significant pending legislation that would have material adverse consequences on the Bonds or the ability of the District to pay the principal of and interest on the Bonds when due.

ADDITIONAL INFORMATION

The purpose of this Official Statement is to supply information to prospective buyers of the Bonds. Quotations and summaries and explanations of the Bonds and documents contained in this Official Statement do not purport to be complete, and reference is made to such documents for full and complete statements and their provisions.

This Official Statement is submitted only in connection with the sale of the Bonds by the District. This Official Statement does not constitute a contract with the purchasers of the Bonds.

The execution and delivery of this Official Statement by the City Manager of the City has been duly authorized by the City Council, acting in its capacity as the legislative body of the District.

CITY OF CARLSBAD COMMUNITY FACILITIES DISTRICT NO. 3

By: /s/Kevin Crawford City Manager

A-1

APPENDIX A

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

(THIS PAGE INTENTIONALLY LEFT BLANK)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX COMMUNITY FACILITIES DISTRICT NO. 3

IMPROVEMENT AREA 2 OF THE CITY OF CARLSBAD

A Special Tax shall be levied and collected in Improvement Area 2 ("IA 2") of Community Facilities District No. 3 (the "CFD No. 3") of the City of Carlsbad each Fiscal Year, in an amount determined by the City Council of the City of Carlsbad acting in its capacity as the legislative body of CFD No. 3 through the application of the procedures described below. All of the real property in IA 2, unless exempted by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided.

A. DEFINITIONS

The terms used herein shall have the following meanings:

"Acquisition Agreement" means that certain Acquisition/Financing Agreement pursuant to which public improvements, authorized to be financed by CFD No. 3, are acquired by the City from the proceeds of Bonds or Special Taxes, as such agreement may be modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same.

"Acreage" or "Acre" of an Assessor's Parcel means (i) prior to the recordation of a Final Subdivision Map that acreage shown on the Assessor's Parcel Map for each such Assessor's Parcel less the acreage, as shown on a tentative map or similar land use entitlement approved by the City, to be owned by, irrevocably offered or dedicated to, or for which an easement for purposes of public right-of-way or other public purpose will be granted to the federal government, the State of California, the County, the City, or any local government or other public agency or designated with specific boundaries and acreage as open space and (ii) after recordation of a Final Subdivision Map that acreage shown on or determined from the applicable Final Subdivision Map for each such Assessor's Parcel. For Condominiums, the Acreage applicable to each Condominium shall be determined by allocating the acreage of the underlying lot on which the Condominiums are or are to be constructed in proportion to each such Condominium's building square footage.

"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2 of Title 5 of the Government Code of the State of California.

"Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of IA 2, including, but not limited to, the costs of

IA 2 ofCFD No. 3 Page 1 of 11 September 2, 2005

computing the Special Taxes and of preparing the annual Special Tax collection schedules; the costs of collecting the Special Taxes; the costs of remitting the Special Taxes to the fiscal agent or trustee for any Bonds; the costs of the fiscal agent or trustee (including its legal counsel) in the discharge of the duties required of it under any Indenture; the costs of the City, or designee thereof, in complying with the disclosure requirements of applicable federal and state securities laws and of the Act, including public inquiries regarding the Special Taxes, the costs associated with the release of funds from any escrow account (to the extent not paid from other sources).

"Annual Maximum Special Tax" means the maximum Special Tax, determined in accordance with Section C and escalated in accordance with Section D that can be levied by the Council in any Fiscal Year on any Assessor's Parcel.

"Assessor's Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number.

"Assessor's Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor's Parcel number.

"Bonds" means any bonds or other debt (as defined in the Act), whether in one or more series, secured by the levy of Special Taxes within IA 2.

"CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of Special Taxes.

"CFD No. 3" or "District" means Community Facilities District No. 3 of the City of Carlsbad.

"City" means the City of Carlsbad, California.

"Condominium" means a separate interest or unit meeting the statutory definition of a condominium contained in the California Civil Code, Section 1351, and for which a condominium plan has been recorded pursuant to California Civil Code, Section 1352.

"Council" means the City Council of the City, acting as the legislative body of CFD No. 3.

"County" means the County of San Diego, California.

"Developable Property" means all Taxable Property, exclusive of Final Map Property.


"Exempt Property" means all property located within the boundaries of IA 2 that is exempt from the Special Tax pursuant Section F below.

"Final Map Property" means all Taxable Property included within a Final Subdivision Map which is approved by City Council prior to March 1 of each Fiscal Year.

"Final Subdivision Map" means a subdivision of property created by recordation of a final map or parcel map approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.), a lot line adjustment or recordation of a condominium plan pursuant to California Civil Code 1352.

"Fiscal Year" means the period starting on each July 1 and ending on the following June 30.

"IA 2" or "Improvement Area 2" means Improvement Area No. 2 of the District.

"Improvement" or "Improvements" means an improvement or improvements authorized to be acquired by the City pursuant to the terms and conditions of the Acquisition Agreement.

"Improvement Costs" means the estimated cost to construct the Improvements as set forth in Exhibit B to the Acquisition Agreement.

"Indenture" means the indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same.

"Index" means for the purpose of calculating the escalation of the Annual Maximum Special Tax each Fiscal Year, the lesser of (a) the annual percentage increase, if any, in the "Construction Cost Index for ENR 20 Cities" for the City of Los Angeles as published in the "Engineering News Record" for the twelve-month period ending with the month of March preceding each Fiscal Year or (b) 3%.

"Open Space" means property within the boundaries of IA 2 in which prior to March 1st of the preceding Fiscal Year (a) has been designated with specific boundaries and acreage on a tentative map or Final Subdivision Map as open space, (b) is classified by the County Assessor as open space by the County assigning a zero assessed value, ( c) has been irrevocably offered for dedication as open space to the federal government, the State of California, the County, the City, or any other public agency or (d) is encumbered by an easement or other restriction required by the City limiting the use of such property to open space.


"Public Property" means property within the boundaries oflA 2 which prior to March 1st

of the preceding Fiscal Year is owned by, irrevocably offered or dedicated by Final Subdivision Map or other recorded document, or for which an easement for purposes of public right-of-way, habitat mitigation preserve, pedestrian trails or other public purpose has been granted to the federal government, the State of California, the County, the City, or any local government or other public agency. Notwithstanding the foregoing, the leasehold interest or other possessory interest granted by any public agency in property owned by such public agency to a private entity or person shall be subject to taxation under Section 53340.1 of the Act and shall be classified as Taxable Property.

"Special Tax" means the Special Tax to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax Requirement.

"Special Tax Requirement" means:

(a) that amount required in any Fiscal Year prior to the issuance of Bonds to:

(1) pay the Administrative Expenses; and

(2) pay directly for acquisition or construction of the aggregate Improvements in proportion to the allocation of the Improvement Costs to IA 2 specified in Appendix A attached hereto but only to the extent such costs are not expected to be funded with the proceeds of the Bonds;

or (b) that amount required in any Fiscal Year after the issuance of Bonds to:

(1) pay the Administrative Expenses,

(2) pay debt service on any outstanding Bonds,

(3) replenish any reserve funds attributable to IA 2 and established in connection with Bonds,

( 4) pay the costs of remarketing, credit enhancement and liquidity facility fees (including such fees for instruments that serve as the basis of a reserve fund in lieu of cash related to any Bonds),

( 5) pay directly for acquisition or construction of the Improvements of IA 2, but only to the extent such costs cannot be funded with the proceeds of Bonds, and


(6) less available funds as directed under the Indenture.

"Taxable Property" means all property located within the boundaries of IA 2 that is not Exempt Property.

B. CLASSIFICATION OF PROPERTY Prior to the beginning of each Fiscal Year, all property within IA 2 shall be classified as either Taxable Property or Exempt Property. Taxable Property shall be further classified as Final Map Property or Developable Property.

C. ANNUAL MAXIMUM SPECIAL TAX

The Annual Maximum Special Tax per Acre for Fiscal Year 2005-2006 for all Taxable Property is shown in Table 1 below:

Table 1 Annual Maximum Special Tax per Acre

For Fiscal Year 2005-2006

$12,600.00

D. ESCALATION OF THE ANNUAL MAXIMUM SPECIAL TAX

Each Fiscal Year beginning Fiscal Year 2006-2007, the Annual Maximum Special Tax shall escalate at the applicable Index. The escalation shall cease in the Fiscal Year following the earlier of (1) the completion of the construction and acquisition of all of the Improvements pursuant to the Acquisition Agreement or (2) the sale of the final series of Bonds.

E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX

Commencing with Fiscal Year 2006-2007 and for each following Fiscal Year, the CFD Administrator shall determine the Special Tax Requirement. No Special Tax shall be levied until any property is classified as Final Map Property. After any property has been classified as Final Map Property, the Special Tax shall be levied on all Taxable Property within the Improvement Area as necessary to fund the Special Tax Requirement as follows:


First: The Special Tax shall be levied in equal percentages on each Assessor's Parcel of Taxable Property, exclusive of Open Space Property and Public Property, up to 100% of the applicable Annual Maximum Special Tax; and

Second: If additional Special Taxes are needed after the first step, the Special Tax shall be levied in equal percentages on each remaining Assessor's Parcel of Taxable Property (i.e., Open Space Property and Public Property which is not exempt from the Special Tax), up to 100% of the applicable Annual Maximum Special Tax.

F. EXEMPTIONS

The CFD Administrator shall classify the following as Exempt Property: (i) Public Property, (ii) Open Space and (iii) Assessor Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; provided however, that no such classification shall reduce the sum of all Taxable Property to less than 150.57 Acres. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than the amount stated above will be classified as Taxable Property and shall be taxed pursuant to Section E. Exempt status for purposes of this paragraph will be assigned by the CFD administrator in the chronological order in which property becomes Exempt Property.

The Annual Maximum Special Tax obligation for any property which would be classified as Public Property upon its transfer or dedication to a public agency but which is classified as Taxable Property pursuant to the preceding paragraph shall be prepaid in full by the seller pursuant to Section J prior to the transfer/ dedication of such property to such public agency. Until the Annual Maximum Special Tax obligation for any such Public Property is prepaid, the property shall continue to be subject to the levy of the Special Tax as Taxable Property.

If the use of an Assessor's Parcel of previously classified Exempt Property changes so that such Assessor Parcel is no longer classified as Exempt Property as defined above, such Assessor Parcel shall cease to be classified as Exempt Property and shall be deemed to be Taxable Property.

G. TERM

The Special Tax may not be levied (a) longer than the tenth Fiscal Year following the final maturity of the last series of Bonds or (b) longer than is needed to pay the cost and incidental expenses of the construction of the Improvements, whichever is later.


H. APPEALS

Any landowner or resident who feels that the amount of the Special Tax levied on their Assessor's Parcel is in error shall first consult with the CFD Administrator regarding such error. If following such consultation, the CFD Administrator determines that an error has occurred the CFD Administrator may amend the amount of the Special Tax levied on such Assessor's Parcel. If following such consultation and action (if any by the CFD Administrator), the landowner or resident believes such error still exists, such person may file a written notice with the Finance Director of the City who shall establish, as part of the proceedings and administration of CFD No. 3, a special three-member Review/Appeal Committee. The Review/ Appeal Committee may establish such procedures, as it deems necessary to undertake the review of any such appeal. The Review/ Appeal Committee shall interpret this Rate and Method of Apportionment of Special Tax and make determinations relative to the annual administration of the Special Tax and any landowner or resident appeals, as herein specified. The decision of the Review/ Appeal Committee shall be final and binding as to all persons.

I. MANNER OF COLLECTION

The Special Tax will be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that the CFD Administrator may directly bill the Special Tax, or may collect Special Taxes at a different time or in a different manner if necessary to meet the financial obligation of CFD No. 3 for IA 2 or as otherwise determined appropriate by the CFD Administrator.

J. PREPAYMENT OF SPECIAL TAX

1. Prepayment in Full

The Annual Maximum Special Tax for any Assessor's Parcel may be prepaid and permanently satisfied as described herein, provided that a prepayment may be made only if at the time of the prepayment there are no delinquent Special Taxes with respect to such Assessor's Parcel and all other Assessor's Parcels which are under the same ownership and located within IA 2. An owner of an Assessor's Parcel intending to prepay the Special Tax shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount for such Assessor's Parcel and the date through which the amount any such prepayment shall be valid.


The "Prepayment" shall be an amount equal to the sum of (1) Principal, (2) Premium, (3) Defeasance, (4) Fees, and (5) Unfunded Improvements minus the Reserve Fund Credit, as such terms are defined as follows:

"Principal" means the principal amount of Bonds to be redeemed from the proceeds of such Prepayment and equals the quotient derived by dividing (a) the applicable Annual Maximum Special Tax for the Assessor's Parcel intending to prepay by (b) the expected aggregate Annual Maximum Special Taxes for all Taxable Property within IA 2 (and excluding from (b) any Annual Maximum Special Taxes for Assessor's Parcels which have fully prepaid the Annual Maximum Special Tax), and multiplying the quotient by the portion of the principal amount of Bonds outstanding.

"Premium" means an amount equal to the Principal multiplied by the applicable redemption premium, if any, for the Bonds established pursuant to the Indenture so redeemed with the proceeds of any such Prepayment.

"Defeasance" means an amount equal to the amount needed to pay interest on the Principal to be redeemed until the earliest redemption date for the outstanding Bonds permitted under the Indenture less the amount of earnings estimated to be received from the reinvestment of the Prepayment and the Fees to such date. Credit shall also be given for any Special Tax heretofore paid and received by the City which has not yet been utilized to pay the Special Tax Requirement or which is remaining after having paid the Special Tax Requirement.

"Fees" equal the fees and expenses of CFD No. 3 directly related to the Prepayment.

"Unfunded Improvements" means an amount equal to the estimated cost of the unfunded Improvements authorized to be financed from the proceeds of the Bonds or Special Taxes allocable to the Assessor's Parcel for which the Prepayment is being calculated and is computed by multiplying the quotient calculated when determining Principal by the Improvement Costs allocable to IA 2, as set forth in the Acquisition Agreement, less the estimated cost of any Improvements financed by previously issued Bonds or the proceeds of Special Taxes. Unfunded Improvements shall equal zero following the issuance of all of the Bonds.

"Reserve Fund Credit" shall equal the lesser of (i) the expected reduction in the applicable reserve fund requirement ( as defined in the Indenture), if


any, following the redemption of Bonds from proceeds of the Prepayment or (ii) the amount derived by subtracting the new reserve fund requirement in effect after the redemption of Bonds from the balance in the reserve fund ( as such term is defined in the Indenture) on the prepayment date, but in no event shall such amount be less than zero. The Reserve Fund Credit shall apply only when the Reserve Fund for the Bonds shall at least equal the Reserve Requirement as defined in the Indenture.

The sum of the amounts calculated in the preceding steps shall be paid to CFD No. 3 and shall be used to pay and redeem Bonds in accordance with the Indenture and to pay the Fees. Upon the receipt of such Prepayment by CFD No. 3, the obligation to pay the Special Tax for such Assessor's Parcel shall be deemed to be permanently satisfied, the Special Tax shall not be levied thereafter on such Assessor's Parcel, and the CFD Administrator shall cause notice of cessation of the Special Tax for such Assessor's Parcel to be recorded within 30 working days ofreceipt of the Prepayment and receipt of proof of Special Tax payments made to the County used in the calculation of the Prepayment, if any.

2. Prepayment in Part

The Annual Maximum Special Tax for any Assessor's Parcel may be prepaid in part as described herein, provided that such a partial prepayment may be made only if at the time of the prepayment there are no delinquent Special Taxes with respect to such Assessor's Parcel and all other Assessor's Parcels which are under the same ownership and located within IA 2. An owner of an Assessor's Parcel intending to partially prepay the Special Tax shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount for such Assessor's Parcel and the date through which the amount any such prepayment shall be valid.

The amount of the prepayment shall be computed pursuant to Section J.l above substituting the portion of the Annual Maximum Special Tax to be prepaid for the Annual Maximum Special Tax applicable to the Parcel when computing Principal. The Annual Maximum Special Tax to be prepaid must result in an amount of principal which is an even integral of the denomination of Bonds set forth in the Indenture. If necessary, the prepayment amount shall be rounded up in order to equal an even integral of the denomination of Bonds. The CFD Administrator shall cause a notice of reduction of the Special Tax for such Assessor's Parcel to be recorded within 30 working days of receipt of the prepayment.

Notwithstanding the foregoing, no prepayment shall be allowed unless the amount of Annual Maximum Special Taxes that may be levied in IA 2 pursuant to Section E of this Rate and


Method of Apportionment of Special Tax after the proposed prepayment is at least the sum of (i) the estimated Administrative Expenses and (ii) one hundred ten percent ( 110%) of the maximum annual debt service for the Bonds, taking into account the Bonds to remain outstanding after such prepayment.


B-1

APPENDIX B

SUPPLEMENTAL INFORMATION CONCERNING THE CITY OF CARLSBAD AND THE COUNTY OF SAN DIEGO

Set forth below is certain demographic information regarding the City of Carlsbad (the “City”), the County of San Diego (the “County”) and the State of California (the “State”). This information is provided for informational purposes only and general background. The information set forth herein has been obtained from third party sources believed to be reliable, but such information is not guaranteed by the City or the District as to accuracy or completeness. Neither the delivery of this Official Statement nor any sale thereafter of the securities offered hereby shall under any circumstances create any implication that there has been no change in any information contained in this Appendix since the date of the Official Statement. The Bonds are payable solely from the Net Taxes as described in the Official Statement. The information and data within this Appendix is the latest data available; however, the current state of the economy at City, County, State and national levels may not be reflected in the data discussed below because more up-to-date publicly available information is not available to the City.

General Information

The City is located on the coast of southern California approximately 35 miles north of the City of San Diego and 86 miles south of the City of Los Angeles. It is bordered by two lagoons, Buena Vista and Batiquitos, on the north and south respectively. City limits cover approximately 42 square miles and the City’s estimated population was 112,930 as of January 1, 2016.

Municipal Government

The City, a general law city with the council-manager form of government, was incorporated July 16, 1952. A five-member City Council is elected at large for four-year alternating terms at elections held every two years. The mayor is the presiding officer of the City Council and also is elected to serve a four-year term. The city manager, appointed by the council, acts as chief executive officer in carrying out City Council policies.

The City provides a full range of services, including police, fire, parks and recreation, library, planning and zoning, building and engineering, various maintenance services and administration. The City provides water and sewer services through the Carlsbad Municipal Water District (“CMWD”), a subsidiary district of the City. Solid waste collection is provided through a franchise arrangement with a local refuse collection service.

The City operates a housing authority that provides low and moderate income families with housing

assistance.

Climate and Topography

The City has mild summers with a mean temperature for the month of July of 73 degrees and moderate winters with an average winter temperature of 58 degrees. The relative humidity is low. Average rainfall, which occurs generally in the period between October and February, is less than 9 inches.

The City is located on the Pacific Ocean at an altitude of sea level to 585 feet above sea level.

B-2

Population

The following table provides a comparison of population growth for the City and the County between the years 1990, 2000, 2010 and 2012 through 2016.

TABLE B-1 CITY OF CARLSBAD AND COUNTY OF SAN DIEGO

POPULATION

Year (January 1) Carlsbad

San Diego County

1990(1) 63,292 2,495,016 2000(1) 78,306 2,813,833 2010(1) 105,328 3,095,313 2012 107,958 3,153,951 2013 109,614 3,194,778 2014 111,210 3,230,278 2015 111,939 3,263,848 2016 112,930 3,288,612

(1) April 1 Census Figures

Source: State of California, Department of Finance, E-4 Population Estimates for Cities, Counties and the State, 2011-2016, with 2010 Census Counts, Sacramento, CA, May 2016, Sacramento, CA.

B-3

Employment and Industry

The following table summarizes the civilian labor force, civilian employment and civilian unemployment figures over the years 2011 through 2015 in the City, the County, the State and the United States.

TABLE B-2 CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA

AND UNITED STATES LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT

(YEARLY AVERAGE)

Year and Area Civilian Labor

Force Civilian

Employment(1) Civilian

Unemployment(2) Civilian

Unemployment Rate(3)

2011 Carlsbad 52,200 47,300 4,900 9.4% San Diego County 1,524,600 1,367,200 157,300 10.3 California 18,415,100 16,258,100 2,157,000 11.7 United States(4) 153,617,000 139,869,000 13,747,000 8.9 2012 Carlsbad 53,000 48,600 4,400 8.3% San Diego County 1,542,800 1,402,000 140,800 9.1 California 18,551,400 16,627,800 1,923,600 10.4 United States(4) 154,975,000 142,469,000 12,506,000 8.1 2013 Carlsbad 53,500 49,700 3,800 7.1% San Diego County 1,547,000 1,425,900 121,100 7.8 California 18,670,100 17,001,000 1,669,000 8.9 United States 155,389,000 143,929,000 11,460,000 7.4 2014 Carlsbad 53,400 50,300 3,100 5.8% San Diego County 1,549,800 1,450,300 99,500 6.4 California 18,827,900 17,418,000 1,409,900 7.5 United States 155,922,000 146,305,000 9,617,000 6.2 2015 Carlsbad 54,000 51,400 2,500 4.7% San Diego County 1,563,800 1,482,500 81,300 5.2 California 18,981,800 17,798,600 1,183,200 6.2 United States 157,130,000 148,834,000 8,296,000 5.3 Note: Data is not seasonally adjusted. (1) Includes persons involved in labor-management trade disputes. (2) Includes all persons without jobs who are actively seeking work. (3) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded

figures in this table. (4) Not strictly comparable with data for prior years. Source: California Employment Development Department and U.S. Department of Labor, Bureau of Labor Statistics.

B-4

The following table sets forth the industry employment and the labor force estimates for the years 2011 through 2015 for the San Diego-Carlsbad Metropolitan Statistical Area. Annual industry employment information is not compiled by sector for the City.

TABLE B-3 SAN DIEGO-CARLSBAD METROPOLITAN STATISTICAL AREA

INDUSTRY EMPLOYMENT & LABOR FORCE - BY ANNUAL AVERAGE

2011 2012 2013 2014 2015

Civilian Labor Force 1,524,600 1,542,800 1,547,000 1,549,800 1,563,800 Civilian Employment 1,367,200 1,402,000 1,425,900 1,450,300 1,482,500 Civilian Unemployment 157,300 140,800 121,100 99,500 81,300 Civilian Unemployment Rate 10.3% 9.1% 7.8% 6.4% 5.2% Total Farm 9,800 9,800 9,800 9,400 9,100 Total Nonfarm 1,252,000 1,284,500 1,317,700 1,346,500 1,386,400 Total Private 1,023,100 1,056,700 1,088,200 1,114,600 1,150,600 Goods Producing 151,600 155,100 160,300 165,800 175,200 Mining and Logging 400 400 400 400 400 Construction 55,200 57,000 60,900 63,800 69,500 Manufacturing 96,000 97,800 99,000 101,600 105,300 Service Providing 1,100,400 1,129,400 1,157,400 1,180,700 1,211,200 Trade, Transportation & Utilities

201,000 208,000 212,400 215,000 219,000

Wholesale Trade 41,500 43,500 43,900 43,700 44,000 Retail Trade 133,400 137,200 141,300 144,300 146,800 Transportation, Warehousing

& Utilities 26,100 27,300 27,200 27,000 28,200

Information 24,200 24,500 24,300 24,400 23,900 Financial Activities 67,400 69,700 70,800 69,400 71,400 Professional & Business Services

207,700 213,900 221,600 224,900 230,900

Educational & Health Services

167,900 174,500 181,000 186,000 193,200

Leisure and Hospitality 155,600 161,700 168,600 177,000 184,000 Other Services 47,700 49,200 49,300 52,000 53,000 Government 229,000 227,800 229,500 231,900 235,900 Total, All Industries 1,261,800 1,284,500 1,327,500 1,355,900 1,395,500

Note: Does not include proprietors, self-employed, unpaid volunteers or family workers, domestic workers in households and

persons involved in labor-management trade disputes. Employment reported by place of work. Items may not add to total due to independent rounding. The “Total, All Industries” data is not directly comparable to the employment data found in this Appendix.

Source: State of California, Employment Development Department, San Diego-Carlsbad MSA Industry Employment & Labor Force – by Annual Average, March 2015 Benchmark.

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The major employers operating within the City and their respective number of employees as of June 30, 2015 are as follows:

TABLE B-4 CITY OF CARLSBAD

LARGEST EMPLOYERS

Name of Company Employment Type of Business/Product

Manufacturing: Thermo Fisher Scientific, Inc. 1,454 Biotechnology Manufacturing Taylor Made Golf Company, Inc. 750 Golf Equipment Manufacturing Genoptix, Inc. 613 Manufacturing Zimmer Dental Inc. 472 Manufacturing Alphatec Spine, Inc. 460 Medical Equipment Manufacturing Callaway Golf Company 431 Golf Equipment Manufacturing Nordson Asymtek 430 Manufacturing Titleist and Foot-Joy Worldwide 320 Golf Equipment Manufacturing The Upper Deck Company 293 Commercial Printing Beckman Coulter 279 Biotechnology Manufacturing Non-Manufacturing: ViaSat, Inc. 1,800 Telecommunications Legoland California, LLC 1,600 Amusement Park Carlsbad Unified School District 931 Education Omni La Costa Resort & Spa 919 Resort/Hotel Gemological Institute of America, Inc.

893 Nonprofit Institute

City of Carlsbad 670 Government OptumRX, Inc. 668 Prescription Medication Delivery

Service Park Hyatt Aviara Resort 580 Resort/Hotel Eastridge 524 Employment Agency NTN Buzztime, Inc. 386 Interactive Entertainment

Source: City of Carlsbad, Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2015.

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Income

The following table summarizes per capita personal income for the County, the State and the United States for the years 2010 through 2014.

TABLE B-5 COUNTY OF SAN DIEGO, STATE OF CALIFORNIA AND UNITED STATES

PER CAPITA PERSONAL INCOME

Year San Diego County State of California United States

2010 $44,563 $42,282 $40,144 2011 47,095 44,749 42,332 2012 48,990 47,505 44,200 2013 49,907 48,434 44,765 2014 51,459 49,985 46,049

Source: U.S. Department of Commerce, Bureau of Economic Analysis.

Commercial Activity

Table B-6 summarizes the volume of retail sales and taxable transactions (in thousands) for the City for the years 2010 through 2014.*


TOTAL TAXABLE TRANSACTIONS

Year Retail Sales

$(000’s) Retail Sales

Permits

Total Taxable Transactions

$(000’s) Issued Sales

Permits

2010 $1,623,453 2,433 $2,191,041 3,888 2011 1,785,316 2,444 2,407,247 3,915 2012 1,941,876 2,472 2,557,381 3,955 2013 2,047,743 2,626 2,711,152 4,087 2014* 1,562,052 2,696 2,120,177 4,185

* Through third quarter of 2014. Source: California State Board of Equalization, Taxable Sales in California (Sales and Use Tax).

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Building Activity

The following table summarizes building activity valuations for the City for the years 2011 through 2015.


BUILDING ACTIVITY AND VALUATION

2011 2012 2013 2014 2015

Residential $ 84,067,062 $ 127,935,441 $ 71,834,597 $ 102,726,371 $ 105,676,912 Non-Residential 66,816,284 61,710,777 60,691,889 112,545,825 81,496,376

Total Valuation $ 150,883,346 $ 189,646,218 $ 132,526,486 $ 215,272,196 $ 187,173,288 Total Permits 317 402 200 252 224

Source: Construction Industry Research Board. Transportation

Centrally located in southern California, the City is accessible to major transportation resources, surrounded by Interstates 5 and State Route 78 and served by Amtrak and Coaster rail lines. The City is approximately 35 miles north of San Diego International Airport and facilities at San Diego harbor.

Public transportation through the City and surrounding communities is provided by the Metropolitan Transit System, a network of several agencies that provide bus and train services within the County. Within the City, North Coast Transit District (“NCTD”) operates the Breeze, gas-powered buses which provide transportation linking the greater north County area. NCTD buses stop in multiple points within the City, including Carlsbad Village and Plaza Camino Real.

NCTD also operates the Coaster, a commuter train which travels north along the coast line to

Oceanside and south to downtown San Diego.

In addition, McClellan-Palomar Airport, a small commercial and private airport, is located within the City. Education

Carlsbad is located near four major universities and two community colleges. Portions of the City are located within one unified school district, two high school districts and two elementary school districts. Utilities

San Diego Gas & Electric provides electric power and natural gas in the City and to most communities in the County. Telephone service is provided by Cox Communications and SBC Communications Inc. CMWD, a subsidiary district of the City, provides water to approximately 85 percent of the City, an area of about 32 square miles. Residents of the City who are not served by CMWD, receive water service from the Olivenhain Municipal Water District or the Vallecitos Water District. Community Facilities and Recreation

The City is a beach community fronted by over six miles of coastline from Buena Vista Lagoon in the north to Batiquitos Lagoon in the south. Throughout the year, residents and tourists enjoy swimming, surfing,

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fishing, diving, jogging and relaxing at the City’s beaches. The mile-long Carlsbad seawall is a popular location for such activities. The City’s lagoons also include ecosystems that provide bird watching and nature walks as well as water sports such as non-motorized boating.

The City is home to many parks, which offer a variety of leisure activities, including softball, volleyball and soccer in addition to providing playground equipment and picnic tables. Jazz concerts in the park have become a summer tradition in the City. Every Friday evening a thousand or more jazz enthusiasts bring their picnic baskets and chairs to enjoy a free concert under the stars at one of Carlsbad's community parks.

The City is also known for its golf facilities. The City is home to two world-class golf resorts and

more than 30 golf industry businesses. Attractions within the City include Legoland California. Legoland is a Lego-based theme park with

over 50 rides, shows and attractions catering to children from ages two to twelve and their families. The Flower Fields, located at Carlsbad Ranch, is a commercial ranunculus field open to the public

with over 50 acres of giant tecolote ranunculus, a garden of miniature roses, Ecke poinsettias and a tractor tour that has been in operation for over 50 years.

Also located within the City is the Museum of Making Music. The museum curates public exhibits that relate to the history of American popular music, the manufacture and retail of musical instruments and the history of the music products industry from 1890’s to the present day. The museum's galleries consist of more than 450 vintage instruments and artifacts on display, hundreds of audio samples of popular music and an area for visitors to interact with a variety of live, hands-on instruments. The museum also organizes public events, performances and lectures whose purpose is to entertain, educate and inform audiences of the benefits and heritage of making music.

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APPENDIX C

SUMMARY OF BOND INDENTURE

The following is a summary of certain provisions of the Indenture that are not described elsewhere. This summary does not purport to be comprehensive and reference should be made to the Indenture for a full and complete statement of the provisions thereof.

DEFINITIONS

Unless the context otherwise requires, the following terms have the following meanings:

“Account” means any account created pursuant to the Indenture.

“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Section 53311 et seq. of the California Government Code.

“Administrative Expenses” means the administrative costs with respect to the calculation and collection of the Special Taxes, including all attorneys’ fees and other costs related thereto, the fees and expenses of the Trustee, any fees and related costs for credit enhancement for the Bonds or any Parity Bonds which are not otherwise paid as Costs of Issuance, any costs related to the District’s compliance with state and federal laws requiring continuing disclosure of information concerning the Bonds and the District, and any other costs otherwise incurred by the City staff on behalf of the District in order to carry out the purposes of the District as set forth in the Resolution of Formation and any obligation of the District under the Indenture.

“Administrative Expenses Account” means the account by that name created and established in the Special Tax Fund pursuant to the Indenture.

“Administrative Expenses Cap” means an amount equal to $10,000 per Bond Year, or such lesser amount as may be designated in written instructions from an Authorized Representative of the District.

“Alternative Penalty Account” means the account by that name created and established in the Rebate Fund pursuant to the Indenture.

“Annual Debt Service” means the principal amount of any Outstanding Bonds or Parity Bonds payable in a Bond Year either at maturity or pursuant to a Sinking Fund Payment and any interest payable on any Outstanding Bonds or Parity Bonds in such Bond Year, if the Bonds and any Parity Bonds are retired as scheduled.

“Authorized Representative of the City” means the Mayor of the City, the City Manager of the City, the Assistant City Manager of the City, the Administrative Services Director of the City or the City Treasurer, or any other person or persons designated by the Mayor, the City Manager, the Assistant City Manager, the Administrative Services Director or the City Treasurer by a written certificate signed by the Mayor, the City Manager, the Assistant City Manager, the Administrative Services Director or the City Treasurer and containing the specimen signature of each such person.

“Authorized Representative of the District” means the Mayor of the City, the City Manager of the City, the Assistant City Manager of the City, the Administrative Services Director of the City or the City Treasurer, or any other person or persons designated by the Mayor, the City Manager, the Assistant City Manager, the Administrative Services Director or the City Treasurer by a written certificate signed by the Mayor, the City Manager, the Assistant City Manager, the Administrative Services Director or the City Treasurer and containing the specimen signature of each such person, acting on behalf of the District.

“Bond Counsel” means an attorney at law or a firm of attorneys selected by the District of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on bonds issued by states and their

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political subdivisions duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia.

“Bond Register” means the books which the Trustee will keep or cause to be kept on which the registration and transfer of the Bonds and any Parity Bonds are recorded.

“Bondowner” or “Owner” means the person or persons in whose name or names any Bond or Parity Bond is registered on the Bond Register.

“Bonds” means the City of Carlsbad Community Facilities District No. 3 2016 Special Tax Refunding Bonds (Improvement Area 2) issued under the Indenture.

“Bond Year” means the twelve month period commencing on September 2 of each year and ending on September 1 of the following year, except that the first Bond Year for the Bonds or an issue of Parity Bonds will begin on the Delivery Date and end on the first September 1 which is not more than 12 months after the Delivery Date.

“Business Day” means a day which is not a Saturday or Sunday or a day of the year on which banks in New York, New York, Los Angeles, California, or the city where the corporate trust office of the Trustee is located are not required or authorized to remain closed.

“Certificate of an Authorized Representative” means a written certificate executed by an Authorized Representative of the City or and Authorized Representative of the District, as applicable.

“City” means the City of Carlsbad, California.

“Code” means the Internal Revenue Code of 1986, as amended, and any Regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it.

“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as of the date of the Indenture, by and between the District and the Dissemination Agent named therein, as amended.

“Costs of Issuance” means the costs and expenses incurred in connection with the issuance and sale of the Bonds or any Parity Bonds, including the acceptance and initial annual fees and expenses of the Trustee, legal fees and expenses, costs of printing the Bonds and Parity Bonds and the preliminary and final official statements for the Bonds and Parity Bonds, fees of financial consultants and all other related fees and expenses, as set forth in a Certificate of an Authorized Representative of the City.

“Costs of Issuance Fund” means the fund by that name established pursuant to the Indenture.

“Delivery Date” means, with respect to the Bonds and each issue of Parity Bonds, the date on which the bonds of such issue were issued and delivered to the initial purchasers thereof.

“Depository” means The Depository Trust Company, New York, New York, and its successors and assigns as securities depository for the Bonds, or any other securities depository acting as Depository under the Indenture.

“District” means City of Carlsbad Community Facilities District No. 3 established pursuant to the Act and the Resolution of Formation.

“Event of Default” means an event described in the Indenture.

“Federal Securities” means any of the following: (a) Treasuries; (b) evidence of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly

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and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated; and (c) pre-refunded municipal obligations rated AAA and Aaa by Standard & Poor’s and Moody’s, respectively (or any combination thereof).

“Fiscal Year” means the period beginning on July 1 of each year and ending on June 30 of the following year.

“Governmental Authority” means any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other person with authority to bind a party at law.

“Improvement Area 2” means Improvement Area 2 of the District as designated by the legislative body of the District in the Resolution of Formation.

“Independent Financial Consultant” means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom: (a) is in fact independent and not under the domination of the District; (b) does not have any substantial interest, direct or indirect, in the District; and (c) is not connected with the District as a member, officer or employee of the District, but who may be regularly retained to make annual or other reports to the District.

“Indenture” means the Bond Indenture, dated as of September 1, 2016, by and between the District and the Trustee, together with any Supplemental Indenture approved pursuant to the Indenture.

“Interest Account” means the account by that name created and established in the Special Tax Fund pursuant to the Indenture.

“Interest Payment Date” means each March 1 and September 1, commencing March 1, 2017; provided, however, that, if any such day is not a Business Day, interest up to the Interest Payment Date will be paid on the following Business Day.

“Maximum Annual Debt Service” means the maximum sum obtained for any Bond Year prior to the final maturity of the Bonds and any Parity Bonds by adding the following for each Bond Year: (a) the principal amount of all Outstanding Bonds and Parity Bonds payable in such Bond Year either at maturity or pursuant to a Sinking Fund Payment; and (b) the interest payable on the aggregate principal amount of all Bonds and Parity Bonds Outstanding in such Bond Year if the Bonds and Parity Bonds are retired as scheduled.

“Moody’s” means Moody’s Investors Service, Inc., and its successors and assigns.

“Net Taxes” means Special Taxes less amounts set aside to pay Administrative Expenses not to exceed the Administrative Expenses Cap.

“Nominee” means the nominee of the Depository, which may be the Depository, as determined from time to time pursuant to the Indenture.

“Ordinance” means Ordinance No. NS-777 adopted by the legislative body of the District on November 15, 2005, providing for the levying of the Special Tax.

“Outstanding” or “Outstanding Bonds and Parity Bonds” means all Bonds and Parity Bonds issued by the District, except: (a) Bonds and Parity Bonds cancelled or surrendered for cancellation in accordance with the Indenture; (b) Bonds and Parity Bonds for the payment or redemption of which moneys have been deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds or Parity Bonds), provided that, if such Bonds or Parity Bonds are to be redeemed prior to the maturity thereof, notice of such redemption has been given as provided in the Indenture or any applicable Supplemental Indenture for Parity Bonds; and (c) Bonds and Parity

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Bonds that have been surrendered to the Trustee for transfer or exchange pursuant to the Indenture or for which a replacement has been issued pursuant to the Indenture.

“Parity Bonds” means all bonds, notes or other similar evidences of indebtedness later issued, payable out of the Net Taxes and which, as provided in the Indenture or any Supplemental Indenture, rank on a parity with the Bonds.

“Participants” means those broker-dealers, banks and other financial institutions from time to time for which the Depository holds Bonds or Parity Bonds as securities depository.

“Permitted Investments” means:

(a) Federal Securities;

(b) Bonds, debentures, notes or other evidence issued or guaranteed by any of the following federal agencies and provided that such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) U.S. Export-Import Bank (Direct obligations or fully guaranteed certificates of beneficial ownership); (ii) Farmers Home Administration (Certificates of beneficial ownership); (iii) Federal Financing Bank; (iv) Federal Housing Administration Debentures; (v) General Services Administration Participation certificates; (vi) Government National Mortgage Association (guaranteed mortgage-backed bonds or guaranteed pass-through obligations); (vii) U.S. Maritime Administration (Guaranteed Title XI financing); and (viii) U.S. Department of Housing and Urban Development (Project Notes, Local Authority Bonds, New Communities Debentures – United States government guaranteed debentures and U.S. Public Housing Notes and Bonds – United States government guaranteed public housing notes and bonds);

(c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit United States government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (i) Federal Home Loan Bank System (Senior debt obligations); (ii) Federal Home Loan Mortgage Corporation (Participation Certificates and Senior debt obligations); (iii) Federal National Mortgage Association (Mortgage-backed securities and senior debt obligations); (iv) Student Loan Marketing Association (Senior debt obligations); (v) Resolution Funding Corporation obligations; and (vi) Farm Credit System (Consolidated systemwide bonds and notes);

(d) Money market funds that constitute “Government Funds” under Rule 2a-7 promulgated by the Securities and Exchange Commission and that are registered under the Federal Investment Company Act of 1940 the shares of which are registered under the Federal Securities Act of 1933, and which a rating by Standard & Poor’s of AAAm-G, AAA-m or AA-m and, if rated by Moody’s, a rating Aaa, Aa1 or Aa2 by Moody’s, with a minimum of $500 million in assets under management, including funds for which the Trustee or its affiliates receive and retain a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise;

(e) Certificates of deposit secured at all times by collateral described in clauses (a) and/or (b) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks of which the short-term obligations are rated A-1 or better and P1 or better by Moody’s or Standard & Poor’s, respectively, which may include the Trustee and its affiliates. The collateral must be held by a third party and the Trustee on behalf of the Owners of the Bonds must have a perfected first security interest in the collateral;

(f) Certificates of deposit, savings accounts, deposit accounts, bank deposit products or money market deposits which are fully insured by Federal Deposit Insurance Corporation, including BIF and SAIF;

(g) Investment agreements with domestic or foreign banks, insurance companies other than a life or property casualty insurance company, or corporations the long-term debt or claims paying ability of which or, in the case of a guaranteed corporation, the long-term debt of the guarantor, or, in the case of a monoline financial

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guaranty insurance company, claims paying ability or financial strength, of the guarantor is rated in at least the AA category by Standard & Poor’s and Moody’s; provided that, by the terms of the investment agreement:

(i) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service on the Bonds (if the funds invested pursuant to the investment agreement are from the Reserve Account);

(ii) the invested funds are available for withdrawal without penalty or premium, upon not more than seven days’ prior notice;

(iii) the investment agreement provides that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof;

(iv) the District and the Trustee receive the opinion of domestic counsel (which opinion is addressed to the District) that such investment agreement is legal, valid, binding and enforceable upon the provider in accordance with its terms and of foreign counsel (if applicable) in form and substance acceptable, and addressed to, the District;

(v) the investment agreement provides that if during its term: (1) the provider’s rating by either Standard & Poor’s or Moody’s falls below AA- or Aa3, respectively, the provider will, at its option, within ten business days after the provider’s receipt of a written request from the Trustee to satisfy the foregoing, either: (I) collateralize the investment agreement by delivering or transferring in accordance with the applicable state and federal laws (other than by means of entries on the provider’s books) to the District, the Trustee or a third party acting solely as agent therefor (the “Holder of the Collateral”) collateral free and clear of any third-party liens or claims, the market value of which collateral is maintained at 105% of securities identified in clauses (a) and (b) of the definition of “Permitted Investments;” or (II) assign the investment agreement and all of its obligations thereunder to, or enter into a repurchase agreement or such other agreement with, a financial institution that is mutually acceptable to the provider and the District which is rated either in the first or second highest category by Standard & Poor’s and Moody’s; and (2) the provider’s rating by either Standard & Poor’s or Moody’s is withdrawn or suspended or falls below A- or A3, respectively, the provider must, at the direction of the District or the Trustee, within ten days of receipt of such direction, repay the principal of and accrued but unpaid interest on the invested funds, in either case with no penalty or premium to the District or the Trustee;

(vi) the investment agreement provides and an opinion of counsel is rendered, in the event that collateral is required to be pledged by the provider under the terms of the investment agreement at the time such collateral is delivered, that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, the foregoing means that the Holder of the Collateral is in possession of such collateral); and

(vii) the investment agreement provides that if during its term: (1) the provider defaults in its payment obligations, the provider’s obligations under the investment agreement will, at the direction of the District or the Trustee, be accelerated and amounts invested and accrued but unpaid interest thereon will be paid to the District or the Trustee, as appropriate; and (2) the provider becomes insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc., the provider’s obligations will automatically be accelerated and amounts invested and accrued but unpaid interest thereon will be paid to the District or the Trustee, as appropriate;

(h) Commercial paper rated, at the time of purchase, Prime - 1 by Moody’s and A-1 or better by Standard & Poor’s having original maturity of not more than 180 days issued by a domestic corporation having assets in excess of $500 million;

(i) Bonds or notes issued by any state or municipality which are rated by Moody’s or Standard & Poor’s in one of the two highest rating categories assigned by them;

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(j) Federal funds or bankers acceptances with a maximum term of 270 days of any bank which has an unsecured, uninsured and unguaranteed obligation rating of Prime - 1 or A3 or better by Moody’s and A-1 or better by Standard & Poor’s;

(k) Repurchase agreements that satisfy the following criteria:

(i) Repurchase agreements must be between the District or the Trustee and a dealer bank or securities firm which is: (1) A primary dealer on the Federal Reserve reporting dealer list which is rated A or better by two of the following Standard & Poor’s, Moody’s, or Fitch Ratings; or (2) A domestic bank or a domestic branch of a foreign bank rated A or above by two of the following: Standard & Poor’s, Moody’s or Fitch Ratings; or (3) Corporations the long-term debt or claims paying ability of which, or in the case of a guaranteed corporation, the long-term debt of the guarantor, or, in the case of a monoline financial guaranty insurance company, claims paying ability or financial strength, is rated in at least the double A category by Standard & Poor’s and Moody’s; and

(ii) The written agreement must include the following: (1) Securities which are acceptable for transfer are: (I) direct obligations of the United States government; or (II) obligations of federal agencies backed by the full faith and credit of the United States of America (or the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation; (2) The collateral must be delivered to the Trustee (if the Trustee is not supplying the collateral) or a third party acting as agent for the Trustee (if the Trustee is supplying the collateral) before or simultaneous with payment (perfection by possession of certificated securities); and (3) (I) The securities must be valued weekly, marked-to-market at current market price plus accrued interest; (II) The value of the collateral must be at least equal to 105% of the amount of money transferred by the Trustee to the dealer, bank or security firm under the agreement plus accrued interest. If the value of the securities held as collateral is reduced below 105% of the value of the amount of money transferred by the Trustee, then additional acceptable securities and/or cash must be provided as collateral to bring the value of the collateral to 105%; provided, however, that if the securities used as collateral are those of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, then the value of the collateral must be at least equal to 105% of the amount of money transferred by the Trustee; and (III) A legal opinion must be delivered to the District and the Trustee that the repurchase agreement meets the requirements of California law with respect to the investment of public funds; and (IV) Should the provider’s rating by either Standard & Poor’s or Moody’s be withdrawn or suspended or fall below A- or A3, respectively, the provider must, at the direction of the District or the Trustee, within ten days of receipt of such direction, repay the principal of and accrued but unpaid interest on the invested funds, in either case with no penalty or premium to the District or the Trustee;

(l) the Local Agency Investment Fund in the State Treasury of the State of California as permitted by the State Treasurer pursuant to Section 16429.1 of the California Government Code;

(m) forward delivery agreements or forward purchase and sale agreements with a domestic or foreign bank or corporation the long-term debt or claims paying ability of which, or in the case of a guaranteed corporation, the long-term debt of the guarantor, or, in the case of a monoline financial guaranty insurance company, claims paying ability or financial strength, of the guarantor is rated at least in the A category by Standard & Poor’s and Moody’s; provided that, by the terms of the agreement; the underlying investment property consists of those investments which are listed in clauses (a), (b), (c) and (h) of the definition of “Permitted Investments;” and

(n) the City’s pooled investment fund invested pursuant to the City’s investment policy.

“Person” means natural persons, firms, corporations, partnerships, associations, trusts, public bodies and other entities.

“Prepayments” means any amounts paid by the District to the Trustee and designated by the District as a prepayment of Special Taxes for one or more parcels in Improvement Area 2 made in accordance with the Rate and Method.

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“Principal Account” means the account by that name created and established in the Special Tax Fund pursuant to the Indenture.

“Principal Office of the Trustee” means the office of the Trustee located in Los Angeles, California, or such other office or offices as the Trustee may designate from time to time, or the office of any successor Trustee where it principally conducts its business of serving as trustee under indentures pursuant to which municipal or governmental obligations are issued.

“Project” means those public facilities described in the Resolution of Formation which were acquired or constructed within and outside of Improvement Area 2 with the proceeds of the 2008 Bonds, including all engineering, planning and design services and other incidental expenses related to such facilities and other facilities, if any, authorized by the qualified electors within Improvement Area 2 from time to time.

“Rate and Method” means the document by such name attached to the Resolution of Formation.

“Rating Agency” means Moody’s and Standard & Poor’s, or both, as the context requires.

“Rebate Account” means the account by that name created and established in the Rebate Fund pursuant to the Indenture.

“Rebate Fund” means the fund by that name established pursuant to the Indenture in which there are established the Accounts described in the Indenture.

“Rebate Regulations” means any final, temporary or proposed Regulations promulgated under Section 148(f) of the Code.

“Record Date” means the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day.

“Redemption Account” means the account by that name created and established in the Special Tax Fund pursuant to the Indenture.

“Regulations” means the regulations adopted or proposed by the Department of Treasury from time to time with respect to obligations issued pursuant to Section 103 of the Code.

“Representation Letter” means the Blanket Representation Letter from the District to the Depository as described in the Indenture.

“Reserve Account” means the account by that name created and established in the Special Tax Fund pursuant to the Indenture.

“Reserve Requirement” means, as of the date of calculation, an amount equal to the least of: (a) Maximum Annual Debt Service; (b) 125% of average Annual Debt Service on the then-Outstanding Bonds and any Parity Bonds; or (c) 10% of the initial outstanding principal amount of the Bonds and any Parity Bonds.

“Resolution of Formation” means Resolution No. 2005-329 adopted by the City Council of the City on November 8, 2005, pursuant to which the City formed the District and designated Improvement Area 2.

“Sinking Fund Payment” means the annual payment to be deposited in the Redemption Account to redeem a portion of the Term Bonds in accordance with the schedules set forth in the Indenture and any annual sinking fund payment schedule to retire any Parity Bonds that are designated as Term Bonds.

“Six-Month Period” means the period of time beginning on the Delivery Date of each issue of Bonds or Parity Bonds, as applicable, and ending six consecutive months thereafter, and each six-month period thereafter until

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the latest maturity date of the Bonds and the Parity Bonds (and any obligations that refund an issue of the Bonds or Parity Bonds).

“Special Tax Fund” means the fund by that name created and established pursuant to the Indenture.

“Special Taxes” means the taxes authorized to be levied by the District on property within Improvement Area 2 in accordance with the Ordinance, the Resolution of Formation, the Act and the voter approval obtained at the November 8, 2005 election in Improvement Area 2, including any scheduled payments and any Prepayments thereof, and the net 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 penalties and interest thereon.

“Standard & Poor’s” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors and assigns.

“Supplemental Indenture” means any supplemental indenture amending or supplementing the Indenture.

“Surplus Fund” means the fund by that name created and established pursuant to the Indenture.

“Tax Certificate” means the certificate by that name to be executed by the District on a Delivery Date to establish certain facts and expectations and which contains certain covenants relevant to compliance with the Code.

“Tax-Exempt” means, with reference to a Permitted Investment, a Permitted Investment the interest earnings on which are excludable from gross income for federal income tax purposes pursuant to Section 103(a) of the Code, other than one described in Section 57(a)(5)(C) of the Code.

“Term Bonds” means the Bonds maturing on September 1, 2038, and any term maturities of an issue of Parity Bonds as specified in a Supplemental Indenture.

“Treasuries” means non-callable direct obligations of the United States of America, including United States Treasury Notes, Certificates and Bonds and State and Local Government Series.

“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States, having a principal corporate trust office in Los Angeles, California, and its successors or assigns, or any other bank, national banking association or trust company which may at any time be substituted in its place as provided in the Indenture and any successor thereto.

“2008 Bonds” means the Community Facilities District No. 3 2008 Special Tax Bonds (Improvement Area 2) issued on February 21, 2008 in the aggregate principal amount of $18,175,000.

GENERAL AUTHORIZATION AND BOND TERMS

Type and Nature of Bonds and Parity Bonds. The District’s limited obligation to pay the principal of, premium, if any, and interest on the Bonds and any Parity Bonds from amounts in the Special Tax Fund (exclusive of the Administrative Expenses Account) is absolute and unconditional, free of deductions and without any abatement, offset, recoupment, diminution or set-off whatsoever. No Owner of the Bonds or any Parity Bonds may compel the exercise of the taxing power by the District (except as pertains to the Special Taxes) or the City or the forfeiture of any of their property. The principal of and interest on the Bonds and any Parity Bonds and premiums upon the redemption thereof, if any, are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction. The Bonds and any Parity Bonds are not a legal or equitable pledge, charge, lien or encumbrance upon any of the District’s property, or upon any of its income, receipts or revenues except the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expenses Account) which are, under the terms of the Indenture and the Act, set aside for the payment of the Bonds, any Parity Bonds and interest thereon. Neither the members of the legislative body of the District or the City Council of the City nor any

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persons executing the Bonds or any Parity Bonds are liable personally on the Bonds or any Parity Bonds by reason of their issuance.

Notwithstanding anything to the contrary contained in the Indenture, the District is not required to advance any money derived from any source of income other than the Net Taxes for the payment of the interest on or the principal of the Bonds and any Parity Bonds, or for the performance of any covenants contained in the Indenture. The District may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose.

Equality of Bonds and Parity Bonds and Pledge of Net Taxes. Pursuant to the Act and the Indenture, the Bonds and any Parity Bonds will be equally payable from and secured by a pledge and lien upon the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expenses Account), without priority for number, date of the Bonds or Parity Bonds, date of sale, date of execution or date of delivery, and the payment of the interest on and principal of the Bonds and any Parity Bonds and any premiums upon the redemption thereof will be exclusively paid from the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expenses Account), which have been set aside for the payment of the Bonds and any Parity Bonds. Amounts in the Special Tax Fund (other than the Administrative Expenses Account therein) will constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the Bonds and any Parity Bonds; and, so long as any of the Bonds and any Parity Bonds or interest thereon remains Outstanding, amounts in the Special Tax Fund will not be used for any other purpose, except as permitted by the Indenture or any Supplemental Indenture. Notwithstanding any provision contained in the Indenture to the contrary, Net Taxes deposited in the Rebate Fund and the Surplus Fund will no longer be considered to be pledged to the Bonds or any Parity Bonds, and none of the Rebate Fund, the Surplus Fund, the Costs of Issuance Fund or the Administrative Expenses Account of the Special Tax Fund will be construed as a trust fund held for the benefit of the Owners.

Nothing in the Indenture or any Supplemental Indenture precludes: (a) subject to the limitations contained under the Indenture, the redemption prior to maturity of any Bonds or Parity Bonds subject to call and redemption, and the payment of said Bonds or Parity Bonds from proceeds of refunding bonds issued under the Act as the same now exists or as later amended, or under any other law of the State of California; or (b) the issuance, subject to the limitations contained in the Indenture, of Parity Bonds which are payable from Net Taxes.

DESCRIPTION OF BONDS; INTEREST RATES

The District and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee will pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners or their respective attorneys duly authorized in writing, and all such payments will be valid and effective to fully satisfy and discharge the District’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner will receive a certificated Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the Indenture.

Interest will be payable on each Bond and Parity Bond from the date established in accordance with the Indenture on each Interest Payment Date thereafter until the principal sum of such Bond or Parity Bond has been paid; provided, however, that if at the maturity date of any Bond or Parity Bond (or if the same is redeemable and will be duly called for redemption, then at the date fixed for redemption) funds are available for the payment or redemption thereof in full, in accordance with the terms of the Indenture, such Bonds and Parity Bonds will then cease to bear interest.

Bond Register. The Trustee will keep or cause to be kept, at its office, sufficient books for the registration and transfer of the Bonds and any Parity Bonds which will upon reasonable prior notice be open to inspection by the District during all regular business hours, and, subject to the limitations set forth in the Indenture, upon presentation

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for such purpose, the Trustee will, under such reasonable regulations as it may prescribe, register, transfer or cause to be transferred on said Bond Register, Bonds and any Parity Bonds as provided in the Indenture.

The District and the Trustee may treat the Owner of any Bond or Parity Bond whose name appears on the Bond Register as the absolute Owner thereof for any and all purposes, and the District and the Trustee will not be affected by any notice to the contrary. The District and the Trustee may rely on the address of the Bondowner as it appears in the Bond Register for any and all purposes. It is the duty of the Bondowner to give written notice to the Trustee of any change in the Bondowner’s address so that the Bond Register may be revised accordingly.

Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds. If any Bond or Parity Bond becomes mutilated, the District will execute, and the Trustee will authenticate and deliver, a new Bond or Parity Bond of like tenor, date, issue and maturity in exchange and substitution for the Bond or Parity Bond so mutilated, but only upon surrender to the Trustee of the Bond or Parity Bond so mutilated. Every mutilated Bond or Parity Bond so surrendered to the Trustee will be cancelled by the Trustee pursuant to the Indenture. If any Bond or Parity Bond is lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory to the Trustee and, if any indemnity satisfactory to the Trustee is given, the District will execute and the Trustee will authenticate and deliver a new Bond or Parity Bond, as applicable, of like tenor, maturity and issue, numbered and dated as the Trustee will determine in lieu of and in substitution for the Bond or Parity Bond so lost, destroyed or stolen. Any Bond or Parity Bond issued in lieu of any Bond or Parity Bond alleged to be mutilated, lost, destroyed or stolen, will be equally and proportionately entitled to the benefits of the Indenture with all other Bonds and Parity Bonds issued thereunder. The Trustee will not treat both the original Bond or Parity Bond and any replacement Bond or Parity Bond as being Outstanding for the purpose of determining the principal amount of Bonds or Parity Bonds which may be executed, authenticated and delivered under the Indenture or for the purpose of determining any percentage of Bonds or Parity Bonds Outstanding thereunder, but both the original and replacement Bond or Parity Bond will be treated as one and the same. Notwithstanding any other provision of the Indenture, in lieu of delivering a new Bond or Parity Bond which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Bonds or Parity Bonds.

Validity of Bonds and Parity Bonds. The validity of the authorization and issuance of the Bonds and any Parity Bonds will not be affected in any way by any defect in any proceedings taken by the District for the refunding of the 2008 Bonds, or by the invalidity, in whole or in part, of any contracts made by the District in connection therewith, and will not be dependent upon the completion of the refunding of the 2008 Bonds or upon the performance by any Person of such Person’s obligation with respect to the Project, and the recital contained in the Bonds or any Parity Bonds that the same are issued pursuant to the Act and other applicable laws of the State of California will be conclusive evidence of their validity and of the regularity of their issuance.

Book Entry System.

(a) Election of Book Entry System. Prior to the issuance of the Bonds and any Parity Bonds, the District may provide that such Bonds and Parity Bonds will be initially issued as book entry bonds. If the District elects to deliver any Bonds or Parity Bonds in book entry form, then the District will cause the delivery of a separate single fully registered bond (which may be typewritten) for each maturity date of such Bonds or Parity Bonds in an authorized denomination corresponding to that total principal amount of the Bonds or Parity Bonds designated to mature on such date. Upon initial issuance, the ownership of each such Bond or Parity Bond will be registered in the Bond Register in the name of the Nominee, as nominee of the Depository, and ownership of the Bonds or Parity Bonds, or any portion thereof may not thereafter be transferred except as provided in the Indenture.

With respect to book entry Bonds or Parity Bonds, the District and the Trustee have no responsibility or obligation to any Participant or to any person on behalf of which such a Participant holds an interest in such book entry bonds. Without limiting the immediately preceding sentence, the District and the Trustee have no responsibility or obligation with respect to: (i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any ownership interest in book entry bonds; (ii) the delivery to any Participant or any other person, other than an Owner as shown in the Bond Register, of any notice with respect to book entry bonds, including any notice of redemption; (iii) the selection by the Depository and its Participants of the beneficial interests in book entry bonds to be redeemed in the event that the District redeems the Bonds or Parity in part; or (iv) the payment by the Depository or any Participant or any other person, of any amount of principal of, premium, if

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any, or interest on book entry bonds. The District and the Trustee may treat and consider the person in whose name each book entry bond is registered in the Bond Register as the absolute Owner of such book entry bond for the purpose of payment of principal of, premium and interest on such Bond or Parity Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond or Parity Bond, for the purpose of registering transfers with respect to such Bond or Parity Bonds, and for all other purposes whatsoever. The Trustee will pay all principal of, premium, if any, and interest on the Bonds or Parity Bonds only to or upon the order of the respective Owner, as shown in the Bond Register, or such Owner’s respective attorney duly authorized in writing, and all such payments will be valid and effective to fully satisfy and discharge the District’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds or Parity Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Bond Register, will receive a Bond or Parity Bond evidencing the obligation to make payments of principal of, premium, if any, and interest on the Bonds or Parity Bonds. Upon delivery by the Depository to the District and the Trustee, of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions in the Indenture with respect to Record Dates, the word Nominee in the Indenture will refer to such nominee of the Depository.

(b) Delivery of Representation Letter. In order to qualify the book entry bonds for the Depository’s book entry system, the District and the Trustee (if required by the Depository) will execute and deliver to the Depository a Representation Letter. The execution and delivery of a Representation Letter will not in any way impose upon the District or the Trustee any obligation whatsoever with respect to persons having interests in such book entry bonds other than the Owners, as shown on the Bond Register. By executing a Representation Letter, the Trustee will agree to take all action necessary at all times so that the Trustee will be in compliance with all representations of the Trustee in such Representation Letter. In addition to the execution and delivery of a Representation Letter, the District and the Trustee will take such other actions, not inconsistent with the Indenture, as are reasonably necessary to qualify book entry bonds for the Depository’s book entry program.

(c) Selection of Depository. In the event that: (i) the Depository determines not to continue to act as securities depository for book entry bonds; or (ii) the District determines that continuation of the book entry system is not in the best interest of the beneficial owners of the Bonds, the Parity Bonds or the District, then the District will discontinue the book entry system with the Depository. If the District determines to replace the Depository with another qualified securities depository, the District will prepare or direct the preparation of a new single, separate, fully registered bond for each of the maturity dates of such book entry bonds, registered in the name of such successor or substitute qualified securities depository or its Nominee as provided in the Indenture. If the District fails to identify another qualified securities depository to replace the Depository, then the Bonds or Parity Bonds will no longer be restricted to being registered in such Bond Register in the name of the Nominee, but will be registered in whatever name or names the Owners transferring or exchanging such Bonds or Parity Bonds designate, in accordance with the provisions of the Indenture.

(d) Payments To Depository. Notwithstanding any other provision of the Indenture to the contrary, so long as all Outstanding Bonds or Parity Bonds are held in book entry form and registered in the name of the Nominee, all payments of principal of, redemption premium, if any, and interest on such Bonds or Parity Bonds and all notices with respect thereto will be made and given, respectively to the Nominee, as provided in the Representation Letter or as otherwise instructed by the Depository and agreed to by the Trustee notwithstanding any inconsistent provisions in the Indenture.

(e) Transfer of Bonds to Substitute Depository.

(1) The Bonds will be initially issued as provided in the Indenture. Registered ownership of such Bonds, or any portions thereof, may not thereafter be transferred except: (i) to any successor of the Depository or its nominee, or of any substitute depository designated pursuant to clause (ii) below (a “Substitute Depository”); provided that any successor of the Depository or Substitute Depository is qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any Substitute Depository, upon: (I) the resignation of the Depository or its successor (or any Substitute Depository or its successor) from its functions as depository; or (II) a determination by the District that the Depository (or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository is qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) to any person as provided below, upon: (I) the resignation of the Depository or its successor (or any Substitute Depository or its successor) from its functions as depository; or (II) a

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determination by the District that the Depository or its successor (or Substitute Depository or its successor) is no longer able to carry out its functions as depository.

(2) In the case of any transfer pursuant to clauses (i) or (ii) of clause (1), upon receipt of all Outstanding Bonds by the Trustee, together with a written request of the District to the Trustee designating the Substitute Depository, a single new Bond, which the District will prepare or cause to be prepared, will be issued for each maturity of Bonds then Outstanding, registered in the name of such successor or such Substitute Depository or their Nominees, as the case may be, all as specified in such written request of the District. In the case of any transfer pursuant to clause (iii) of clause (1), upon receipt of all Outstanding Bonds by the Trustee, together with a written request of the District to the Trustee, new Bonds, which the District will prepare or cause to be prepared, will be issued in such denominations and registered in the names of such persons as are requested in such written request of the District, subject to the limitations of the Indenture; provided that the Trustee is not required to deliver such new Bonds within a period of less than 60 days from the date of receipt of such written request from the District.

(3) In the case of a partial redemption or an advance refunding of any Bonds evidencing a portion of the principal maturing in a particular year, the Depository or its successor (or any Substitute Depository or its successor) will make an appropriate notation on such Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee, all in accordance with the Representation Letter. The Trustee is not liable for such Depository’s failure to make such notations or errors in making such notations and the records of the Trustee as to the Outstanding principal amount of such Bonds will be controlling.

(4) The District and the Trustee are entitled to treat the person in whose name any Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the District; and the District and the Trustee have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Bonds. Neither the District nor the Trustee have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including the Depository or its successor (or Substitute Depository or its successor), except to the Owner of any Bonds, and the Trustee may rely conclusively on its records as to the identity of the Owners of the Bonds.

Initial Depository and Nominee. The initial Depository under the Indenture will be The Depository Trust Company, New York, New York. The initial Nominee will be Cede & Co., as Nominee of The Depository Trust Company, New York, New York.

CREATION OF FUNDS AND APPLICATION OF PROCEEDS

Creation of Funds; Application of Proceeds.

(a) There have been created and established and will be maintained by the Trustee the following funds and accounts:

(1) The City of Carlsbad Community Facilities District No. 3 2016 Special Tax Refunding Bonds (Improvement Area 2) Special Tax Fund (the “Special Tax Fund”) (in which there is established and created an Interest Account, a Principal Account, a Redemption Account, a Reserve Account and an Administrative Expenses Account).

(2) The City of Carlsbad Community Facilities District No. 3 2016 Special Tax Refunding Bonds (Improvement Area 2) Rebate Fund (the “Rebate Fund”) (in which there is established a Rebate Account and an Alternative Penalty Account).

(3) The City of Carlsbad Community Facilities District No. 3 2016 Special Tax Refunding Bonds (Improvement Area 2) Costs of Issuance Fund (the “Costs of Issuance Fund”).

(4) The City of Carlsbad Community Facilities District No. 3 2016 Special Tax Refunding Bonds (Improvement Area 2) Surplus Fund (the “Surplus Fund”).

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The amounts on deposit in the foregoing funds, accounts and subaccounts will be held by the Trustee and the Trustee will invest and disburse the amounts in such funds, accounts and subaccounts in accordance with the provisions of the Indenture and disburse investment earnings thereon in accordance with the provisions of the Indenture. The Trustee may, in its discretion, establish temporary funds or accounts in its books and records to facilitate such transfers.

In connection with the issuance of any Parity Bonds, the Trustee, at the direction of an Authorized Representative of the District, may create new funds, accounts or subaccounts, or may create additional accounts and subaccounts within any of the foregoing funds and accounts for the purpose of separately accounting for the proceeds of the Bonds and any Parity Bonds.

Deposits to and Disbursements from Special Tax Fund.

(a) Except for the portion of any Prepayment to be deposited in the Redemption Account as specified in a Certificate of an Authorized Representative, the Trustee will, on each date on which the Special Taxes are received from the District, deposit the Special Taxes in the Special Tax Fund to be held in trust for the Owners. The Trustee will transfer the Special Taxes on deposit in the Special Tax Fund on the dates and in the amounts set forth in the Indenture, in the following order of priority, to: (1) the Administrative Expenses Account of the Special Tax Fund; (2) the Interest Account of the Special Tax Fund; (3) the Principal Account of the Special Tax Fund; (4) the Redemption Account of the Special Tax Fund; (5) the Reserve Account of the Special Tax Fund; (6) the Rebate Fund; and (7) the Surplus Fund.

(b) Upon the maturity of all of the Bonds and Parity Bonds and, after all principal and interest then due on the Bonds and Parity Bonds then Outstanding has been paid or provided for and any amounts owed to the Trustee have been paid in full, moneys in the Special Tax Fund and any accounts therein may be used by the District for any lawful purpose.

Administrative Expenses Account of the Special Tax Fund. The Trustee will transfer from the Special Tax Fund and deposit in the Administrative Expenses Account of the Special Tax Fund from time to time amounts necessary to make timely payment of Administrative Expenses as set forth in a Certificate of an Authorized Representative of the District; provided, however, that, except as set forth in the following sentence, the total amount transferred in a Bond Year will not exceed the Administrative Expenses Cap until such time as there has been deposited to the Interest Account and the Principal Account an amount, together with any amounts already on deposit therein, that is sufficient to pay the interest and principal on all Bonds and Parity Bonds due in such Bond Year and to restore the Reserve Account to the Reserve Requirement, all as determined by the District. Notwithstanding the foregoing, amounts in excess of the Administrative Expenses Cap may be transferred to the Administrative Expenses Account to the extent necessary to collect delinquent Special Taxes, as directed in writing by an Authorized Representative of the District. Moneys in the Administrative Expenses Account of the Special Tax Fund may be invested in any Permitted Investments as directed in writing by an Authorized Representative of the District and will be disbursed as directed in a Certificate of an Authorized Representative.

Interest Account and Principal Account of the Special Tax Fund. The principal of (including any Sinking Fund Payment) and interest due on the Bonds and any Parity Bonds until maturity, other than principal due upon redemption under the Indenture, will be paid by the Trustee from the Principal Account and the Interest Account of the Special Tax Fund, respectively. For the purpose of assuring that the payment of principal of (including any Sinking Fund Payment) and interest on the Bonds and any Parity Bonds will be made when due, after making the transfer to the Administrative Expenses Account, at least one Business Day prior to each March 1 and September 1, the Trustee will make the following transfers from the Special Tax Fund first to the Interest Account and then to the Principal Account; provided, however, that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the Bonds, any Parity Bonds, or otherwise, the transfer from the Special Tax Fund need not be made; and provided, further, that, if amounts in the Special Tax Fund (exclusive of the Reserve Account) are inadequate to make the foregoing transfers, then any deficiency will be made up by an immediate transfer from the Reserve Account:

(a) To the Interest Account, an amount such that the balance in the Interest Account one Business Day prior to each Interest Payment Date is equal to the installment of interest due on the Bonds and any Parity Bonds on

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said Interest Payment Date and any installment of interest due on a previous Interest Payment Date that remains unpaid. Moneys in the Interest Account will be used for the payment of interest on the Bonds and any Parity Bonds as the same become due.

(b) To the Principal Account, an amount such that the balance in the Principal Account one Business Day prior to September 1 of each year equals the principal payment (including any Sinking Fund Payment) due on the Bonds and any Parity Bonds maturing on such September 1 and any principal payment due on a previous September 1 which remains unpaid. Moneys in the Principal Account will be used for the payment of the principal (including any Sinking Fund Payment) of such Bonds and any Parity Bonds as the same become due at maturity.

Redemption Account of the Special Tax Fund.

(a) After making the deposits to the Administrative Expenses Account, the Interest Account and the Principal Account of the Special Tax Fund pursuant to the Indenture, or to call Parity Bonds for optional redemption as set forth in any Supplemental Indenture for Parity Bonds, the Trustee will transfer from the Special Tax Fund and deposit in the Redemption Account moneys available for the purpose and sufficient to pay the principal and the premiums, if any, payable on the Bonds or Parity Bonds called for optional redemption; provided, however, that amounts in the Special Tax Fund (other than the Administrative Expenses Account therein) may be applied to optionally redeem Bonds and Parity Bonds only if immediately following such redemption the amount in the Reserve Account will equal the Reserve Requirement, as determined by the District.

(b) Prepayments deposited to the Redemption Account will be applied on the redemption date established pursuant to the extraordinary redemption provisions of the Indenture for the use of such Prepayments to the payment of the principal of, premium, and interest on the Bonds and Parity Bonds to be redeemed with such Prepayments.

(c) Moneys set aside in the Redemption Account will be used solely for the purpose of redeeming Bonds and Parity Bonds, will be applied on or after the redemption date to the payment of principal of and premium, if any, on the Bonds or Parity Bonds to be redeemed upon presentation and surrender (if required) of such Bonds or Parity Bonds and, in the case of an optional redemption or an extraordinary redemption from Prepayments, to pay the interest thereon; provided, however, that in lieu or partially in lieu of such call and redemption, moneys deposited in the Redemption Account may be used to purchase Outstanding Bonds or Parity Bonds in the manner provided in the Indenture. Purchases of Outstanding Bonds or Parity Bonds may be made by the District at public or private sale as and when and at such prices as the District may in its discretion determine, but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption or an extraordinary redemption, the premium applicable at the next following call date according to the premium schedule established pursuant to the optional redemption provisions of the Indenture, or in the case of Parity Bonds the premium established in any Supplemental Indenture. Any accrued interest payable upon the purchase of Bonds or Parity Bonds may be paid from the amount reserved in the Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date.

Rebate Fund.

(a) The Trustee will establish and maintain a fund separate from any other fund established and maintained under the Indenture designated as the Rebate Fund and will establish a separate Rebate Account and Alternative Penalty Account therein. All money at any time deposited in the Rebate Account or the Alternative Penalty Account of the Rebate Fund will be held by the Trustee in trust, for payment to the United States Treasury. A separate subaccount of the Rebate Account and the Alternative Penalty Account will be established for the Bonds and each issue of Parity Bonds the interest on which is excluded from gross income for federal income tax purposes. All amounts on deposit in the Rebate Fund with respect to the Bonds or an issue of Parity Bonds will be governed by the Indenture and the Tax Certificate for such issue, unless the District obtains an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest payments on the Bonds and Parity Bonds will not be adversely affected if such requirements are not satisfied.

(1) Rebate Account. The following requirements will be satisfied with respect to each subaccount of the Rebate Account:

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(i) Annual Computation. Within 55 days of the end of each Bond Year, the District will calculate or cause to be calculated the amount of rebatable arbitrage for the Bonds and each issue of Parity Bonds to which the Rebate Fund provisions of the Indenture are applicable, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Rebate Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage described in the Tax Certificate for each issue (e.g., the temporary investments exceptions of Section 148(f)(4)(B) and (C) of the Code), and taking into account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the “1½% Penalty”) has been made), for such purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148-1(b) of the Rebate Regulations (the “Rebatable Arbitrage”). The District will obtain expert advice as to the amount of the Rebatable Arbitrage to comply with the foregoing requirements.

(ii) Annual Transfer. Within 55 days of the end of each Bond Year for which Rebatable Arbitrage must be calculated as required by the Tax Certificate for each issue, upon the written direction of an Authorized Representative of the District, an amount will be deposited to each subaccount of the Rebate Account by the Trustee from any funds so designated by the District if and to the extent required, so that the balance in the Rebate Account equals the amount of Rebatable Arbitrage so calculated by or on behalf of the District in accordance with clause (a)(1)(i) with respect to the Bonds and each issue of Parity Bonds to which the Rebate Fund provisions of the Indenture are applicable. In the event that immediately following any transfer required by the previous sentence, or the date on which the District determines that no transfer is required for such Bond Year, the amount then on deposit to the credit of the applicable subaccount of the Rebate Account exceeds the amount required to be on deposit therein, upon written instructions from an Authorized Representative of the District, the Trustee will withdraw the excess from the appropriate subaccount of the Rebate Account and then credit the excess to the Special Tax Fund.

(iii) Payment to the Treasury. The Trustee will pay, as directed in writing by an Authorized Representative of the District, to the United States Treasury, out of amounts in each subaccount of the Rebate Account: (X) not later than 60 days after the end of: (A) the fifth Bond Year for the Bonds and each issue of Parity Bonds to which the Rebate Fund provisions of the Indenture are applicable; and (B) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year for the Bonds and each issue of Parity Bonds, as applicable; and (Y) not later than 60 days after the payment or redemption of all of the Bonds or an issue of Parity Bonds, as applicable, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code.

In the event that, prior to the time that any payment is required to be made from the Rebate Account, the amount in the Rebate Account is not sufficient to make such payment when such payment is due, the District will calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source equal to such deficiency prior to the time such payment is due. Each payment required to be made pursuant to the Rebate Fund provisions of the Indenture will be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and will be accompanied by Internal Revenue Service Form 8038-T, or will be made in such other manner as provided under the Code. The Trustee may rely conclusively upon the District’s determinations, calculations and certifications required by the foregoing provisions. The Trustee has no responsibility to independently make any calculation or determination or to review the District’s calculations under the Indenture.

(2) Alternative Penalty Account.

(i) Six Month Computation. If the 1½% Penalty has been elected for the Bonds or an issue of Parity Bonds, within 85 days of each particular Six Month Period, the District will determine or cause to be determined whether the 1½% Penalty is payable (and the amount of such penalty) as of the close of the applicable Six Month Period. The District will obtain expert advice in making such determinations.

(ii) Six Month Transfer. Within 85 days of the close of each Six Month Period, the Trustee, at the written direction of an Authorized Representative of the District, will deposit an amount in the appropriate subaccounts of the Alternative Penalty Account from any source of funds held by the Trustee pursuant to the Indenture and designated by the District in such written directions or provided to it by the District, if and to

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the extent required, so that the balance in each subaccount of the Alternative Penalty Account equals the amount of 1½% Penalty due and payable to the United States Treasury determined as provided in clause (a)(2)(i). In the event that immediately following any transfer provided for in the previous sentence, or the date on which the District determines that no transfer is required for such Bond Year, the amount then on deposit in a subaccount of the Alternative Penalty Account exceeds the amount required to be on deposit therein to make the payments required by clause (a)(2)(iii), the Trustee, at the written direction of an Authorized Representative of the District, may withdraw the excess from the applicable subaccount of the Alternative Penalty Account and credit the excess to the Special Tax Fund.

(iii) Payment to the Treasury. The Trustee will pay, as directed in writing by an Authorized Representative of the District, to the United States Treasury, out of amounts in a subaccount of the Alternative Penalty Account, not later than 90 days after the close of each Six Month Period the 1½% Penalty, if applicable and payable, computed with respect to the Bonds and any issue of Parity Bonds in accordance with Section 148(f)(4) of the Code. In the event that, prior to the time that any payment is required to be made from a subaccount of the Alternative Penalty Account, the amount in such subaccount is not sufficient to make such payment when such payment is due, the District will calculate the amount of such deficiency and direct the Trustee, in writing, to deposit an amount equal to such deficiency into such subaccount of the Alternative Penalty Account from any funds held by the Trustee pursuant to the Indenture and designated by the District in such written directions prior to the time such payment is due. Each payment required to be made pursuant to the Rebate Fund provisions of the Indenture will be made to the Internal Revenue Service, Ogden, Utah 84201 on or before the date on which such payment is due, and will be accompanied by Internal Revenue Service Form 8038-T or will be made in such other manner as provided under the Code.

(b) Disposition of Unexpended Funds. Any funds remaining in the Accounts of the Rebate Fund with respect to the Bonds or an issue of Parity Bonds after redemption and payment of such issue and after making the payments described in clauses (a)(1)(iii) or (a)(2)(iii) (whichever is applicable), may be withdrawn by the Trustee at the written direction of the District and utilized in any manner by the District.

(c) Survival of Defeasance and Final Payment. Notwithstanding anything in the Indenture to the contrary, the obligation to comply with the Rebate Fund requirements of the Indenture will survive the defeasance and final payment of the Bonds and any Parity Bonds with respect to which an Account has been created in the Rebate Fund.

(d) Amendment Without Consent of Owners. The Rebate Fund provisions of the Indenture may be deleted or amended in any manner without the consent of the Owners, provided that prior to such event there is delivered to the District an opinion of Bond Counsel to the effect that such deletion or amendment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and any issue of Parity Bonds issued on a tax exempt basis.

Surplus Fund. After making the transfers required by the Indenture, as soon as practicable after each September 1, and in any event prior to each October 1, the Trustee will transfer all remaining amounts in the Special Tax Fund to the Surplus Fund, unless on or prior to such date, it has received a Certificate of an Authorized Representative of the District directing that certain amounts be retained in the Special Tax Fund because the District has included such amounts as being available in the Special Tax Fund in calculating the amount of the levy of Special Taxes for such Fiscal Year pursuant to the Indenture. Moneys deposited in the Surplus Fund will be transferred by the Trustee at the direction of an Authorized Representative of the District: (a) to the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund to pay the principal of, including Sinking Fund Payments, premium, if any, and interest on the Bonds and any Parity Bonds when due in the event that moneys in the Special Tax Fund and the Reserve Account of the Special Tax Fund are insufficient therefor; (b) to the Reserve Account in order to replenish the Reserve Account to the Reserve Requirement; (c) to the Administrative Expenses Account of the Special Tax Fund to pay Administrative Expenses to the extent that the amounts on deposit in the Administrative Expenses Account of the Special Tax Fund are insufficient to pay Administrative Expenses; or (d) for any other lawful purpose of the District.

The amounts in the Surplus Fund are not pledged to the repayment of the Bonds or the Parity Bonds and may be used by the District for any lawful purpose. In the event that the District reasonably expects to use any

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portion of the moneys in the Surplus Fund to pay debt service on any Outstanding Bonds or Parity Bonds, the District will notify the Trustee in a Certificate of an Authorized Representative and the Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund will be invested at the written direction of the District in Permitted Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals and corporations under the Code) or in Permitted Investments at a yield not in excess of the yield on the issue of Bonds or Parity Bonds to which such amounts are to be applied, unless, in the opinion of Bond Counsel, investment at a higher yield will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or any Parity Bonds which were issued on a tax-exempt basis for federal income tax purposes.

Investments. Moneys held in any of the funds, Accounts and subaccounts under the Indenture will be invested at the written direction of the District in accordance with the limitations set forth below only in Permitted Investments which will be deemed at all times to be a part of such funds, Accounts and subaccounts. Any loss resulting from such Permitted Investments will be credited or charged to the fund, Account or subaccount from which such investment was made, and any investment earnings on a fund, Account or subaccount will be applied as follows: (i) investment earnings on all amounts deposited in the Costs of Issuance Fund, the Special Tax Fund, the Surplus Fund and the Rebate Fund and each Account therein (other than the Reserve Account of the Special Tax Fund) will be deposited in those respective funds and Accounts; and (ii) investment earnings on all amounts deposited in the Reserve Account will be deposited therein to be applied as set forth in the Indenture. Moneys in the funds, Accounts and subaccounts held under the Indenture may be invested by the Trustee (as directed in writing filed by the District with the Trustee two Business Days in advance of the making of the investment) in Permitted Investments subject to the following restrictions:

(a) Moneys in the Costs of Issuance Fund and the Interest Account, the Principal Account and the Redemption Account of the Special Tax Fund will be invested only in Permitted Investments which will by their terms mature, or in the case of an investment agreement are available for withdrawal without penalty, on such dates so as to ensure the payment of principal of, premium, if any, and interest on the Bonds and any Parity Bonds as the same become due.

(b) Moneys in the Reserve Account of the Special Tax Fund may be invested only in Permitted Investments which, taken together, have a weighted average maturity not in excess of five years; provided that such amounts may be invested in an investment agreement to the later of the final maturity of the Bonds or any Parity Bonds so long as such amounts may be withdrawn at any time, without penalty, for application in accordance with the Indenture; and provided that no such Permitted Investment of amounts in the Reserve Account allocable to the Bonds or an issue of Parity Bonds will mature later than the respective final maturity date of the Bonds or the issue of Parity Bonds, as applicable.

(c) Moneys in the Rebate Fund will be invested only in Permitted Investments of the type described in clause (a) of the definition thereof which by their terms will mature, as nearly as practicable, on the dates such amounts are needed to be paid to the United States Government pursuant to the Indenture, or in Permitted Investments of the type described in clause (g) of the definition thereof.

(d) In the absence of written investment directions from the District, the Trustee will hold such moneys uninvested.

The Trustee will sell, or present for redemption, any Permitted Investment as directed in writing by the District whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such funds and Accounts or from such funds and Accounts. For the purpose of determining at any given time the balance in any such funds and Accounts, any such investments constituting a part of such funds and Accounts will be valued at their cost, except that amounts in the Reserve Account will be valued at the market value thereof at least semiannually on or before each Interest Payment Date. In making any valuations under the Indenture, the Trustee may utilize such computerized securities pricing services as may be available to it, including, without limitation, those available through its regular accounting system, and conclusively rely thereon. Notwithstanding anything in the Indenture to the contrary, the Trustee will not be responsible for any loss from investments, sales or transfers undertaken in accordance with the provisions of the Indenture.

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The Trustee or an affiliate may act as principal or agent in the making or disposing of any investment and will be entitled to its customary fee for such investment. The Trustee may sell, or present for redemption, any Permitted Investment so purchased whenever it is necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Permitted Investment is credited, and, subject to the provisions of the Indenture, the Trustee will not be liable or responsible for any loss resulting from such investment. For investment purposes, the Trustee may commingle the funds and accounts established under the Indenture, but will account for each separately.

The District has acknowledged that, to the extent that regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions as they occur, the District has specifically waived receipt of such confirmations to the extent permitted by law. The Trustee will furnish the District periodic cash transaction statements which include detail for all investment transactions made by the Trustee under the Indenture.

REDEMPTION OF BONDS AND PARITY BONDS

Redemption of Bonds. In the event that the District elects to redeem Bonds as provided under the optional redemption provisions of the Indenture, the District will, at least 45 days prior to the redemption date, give written notice to the Trustee of its election to so redeem, the redemption date and the principal amount of the Bonds, among maturities, to be redeemed. In the event of redemption pursuant to the optional or extraordinary redemption provisions of the Indenture, the District will provide the Trustee with a revised sinking fund schedule giving effect to the redemption so completed.

The redemption provisions for Parity Bonds will be set forth in a Supplemental Indenture.

Selection of Bonds and Parity Bonds for Redemption. If less than all of the Bonds or Parity Bonds Outstanding are to be redeemed, the portion of any Bond or Parity Bond of a denomination of more than $5,000 to be redeemed will be in the principal amount of $5,000 or an integral multiple thereof. The Trustee will promptly notify the District in writing of the Bonds or Parity Bonds, or portions thereof, selected for redemption.

Partial Redemption of Bonds or Parity Bonds. Upon surrender by the Owner of a Bond, at the option of such Owner, for mandatory redemption at the Principal Office of the Trustee, payment of such mandatory redemption of the principal amount of a Bond will be paid to such Owner. Upon surrender of any Bond or Parity Bond to be redeemed in part only, the District will execute and the Trustee will authenticate and deliver to the Bondowner, at the expense of the District, a new Bond or Bonds or a new Parity Bond or Parity Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered, with the same interest rate and the same maturity or, in the case of surrender of a Parity Bond, a new Parity Bond or Parity Bonds subject to the foregoing limitations. Such mandatory redemption will be valid upon payment of the amount thereby required to be paid to such Owner, and the District and the Trustee will be released and discharged from all liability to the extent of such payment.

Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in the Indenture, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption:

(a) the Bonds and Parity Bonds, or portions thereof, designated for redemption will, on the date fixed for redemption, become due and payable at the redemption price thereof as provided in the Indenture or in any Supplemental Indenture with respect to any Parity Bonds, anything in the Indenture or in the Bonds or the Parity Bonds to the contrary notwithstanding;

(b) upon presentation and surrender thereof at the Principal Office of the Trustee, the redemption price of such Bonds and Parity Bonds will be paid to the Owners thereof;

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(c) as of the redemption date, the Bonds or the Parity Bonds, or portions thereof so designated for redemption will be deemed to be no longer Outstanding and such Bonds or Parity Bonds, or portions thereof, will cease to bear further interest; and

(d) as of the date fixed for redemption, no Owner of any of the Bonds, Parity Bonds or portions thereof so designated for redemption will be entitled to any of the benefits of the Indenture or any Supplemental Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available.

COVENANTS AND WARRANTY

Security. The District will preserve and protect the security pledged under the Indenture to the Bonds and any Parity Bonds against all claims and demands of all persons.

Covenants. So long as any of the Bonds or Parity Bonds issued under the Indenture are Outstanding and unpaid, the District makes the following covenants with the Bondowners under the provisions of the Act and the Indenture (to be performed by the District or its proper officers, agents or employees), which covenants are necessary and desirable to secure the Bonds and Parity Bonds and tend to make them more marketable; provided, however, that said covenants do not require the District to expend any funds or moneys other than the Special Taxes and other amounts deposited to the Special Tax Fund:

(a) Punctual Payment; Against Encumbrances. The District has covenanted that it will receive all Special Taxes in trust for the Owners and will instruct the City Treasurer to deposit all Special Taxes with the Trustee immediately upon their apportionment to the District, and the District will have no beneficial right or interest in the amounts so deposited except as provided by the Indenture. All such Special Taxes will be disbursed, allocated and applied solely to the uses and purposes set forth in the Indenture, and will be accounted for separately and apart from all other money, funds, accounts or other resources of the District.

The District has covenanted that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond and Parity Bond issued under the Indenture, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Bonds and the Parity Bonds and in accordance with the Indenture to the extent that Net Taxes and other amounts pledged under the Indenture are available therefor, and that the payments into the funds and Accounts created thereunder will be made, all in strict conformity with the terms of the Bonds, any Parity Bonds, the Indenture and any Supplemental Indenture, and that it will faithfully observe and perform all of the conditions, covenants and requirements of the Indenture and all Supplemental Indentures and of the Bonds and any Parity Bonds issued under the Indenture.

The District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Net Taxes except as provided in the Indenture, and will not issue any obligation or security having a lien or charge upon the Net Taxes superior to or on a parity with the Bonds, other than Parity Bonds. Nothing in the Indenture will prevent the District from issuing or incurring indebtedness that is payable from a pledge of Net Taxes which is subordinate in all respects to the pledge of Net Taxes to repay the Bonds and the Parity Bonds.

(b) Payment of Claims. The District will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the Net Taxes or other funds in the Special Tax Fund (other than the Administrative Expenses Account therein), or which might impair the security of the Bonds or any Parity Bonds then Outstanding; provided, however, that nothing contained in the Indenture will require the District to make any such payments so long as the District in good faith contests the validity of any such claims.

(c) Books and Accounts. The District will keep proper books of records and accounts, separate from all other records and accounts of the District, in which complete and correct entries will be made of all transactions relating to the Project, the levy of the Special Tax and the deposits to the Special Tax Fund. Such books of records and accounts will at all times during business hours be subject to the inspection of the Trustee, the Owners of not

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less than 10% of the principal amount of the Bonds or the Owners of not less than 10% of any issue of Parity Bonds then Outstanding or their representatives authorized in writing.

(f) Federal Tax Covenants. Notwithstanding any other provision of the Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the Bonds and any Parity Bonds issued on a tax-exempt basis for federal income tax purposes will not be adversely affected for federal income tax purposes, the District has covenanted to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and has specifically covenanted, without limiting the generality of the foregoing, as follows:

(1) Private Activity. The District will take no action or refrain from taking any action or make any use of the proceeds of the Bonds or any Parity Bonds or of any other moneys or property which would cause the Bonds or any Parity Bonds issued on a tax-exempt basis for federal income tax purposes to be “private activity bonds” within the meaning of Section 141 of the Code;

(2) Arbitrage. The District will make no use of the proceeds of the Bonds or any Parity Bonds or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause the Bonds or any Parity Bonds issued on a tax-exempt basis for federal income tax purposes to be “arbitrage bonds” within the meaning of Section 148 of the Code;

(3) Federal Guaranty. The District will make no use of the proceeds of the Bonds or any Parity Bonds or take or omit to take any action that would cause the Bonds or any Parity Bonds issued on a tax-exempt basis for federal income tax purposes to be “federally guaranteed” within the meaning of Section 149(b) of the Code;

(4) Information Reporting. The District will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code;

(5) Hedge Bonds. The District will make no use of the proceeds of the Bonds or any Parity Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause the Bonds or any Parity Bonds issued on a tax-exempt basis for federal income tax purposes to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the District takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds and any applicable Parity Bonds;

(6) Miscellaneous. The District will take no action or refrain from taking any action inconsistent with its expectations stated in the Tax Certificate executed on the Delivery Date by the District in connection with the Bonds and any issue of Parity Bonds and will comply with the covenants and requirements stated therein and incorporated by reference in the Indenture;

(7) Other Tax-Exempt Issues. The District will not use proceeds of other tax-exempt securities to redeem any Bonds or Parity Bonds without first obtaining the written opinion of Bond Counsel that doing so will not impair the exclusion from gross income for federal income tax purposes of interest on the Bonds and any Parity Bonds issued on a tax-exempt basis; and

(8) Subsequent Opinions. If the District obtains a subsequent opinion of Bond Counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation (“SYCR”), where such opinion is required in connection with a change or amendment to the Indenture or the procedures set forth in the Tax Certificate, it will obtain an opinion substantially to the effect originally delivered by SYCR that interest on the Bonds and Parity Bonds which are the subject of such change or amendment is excluded from gross income for federal income tax purposes.

(g) Reduction of Maximum Special Taxes. The District has found and determined that, historically, delinquencies in the payment of special taxes authorized pursuant to the Act in community facilities districts in Southern California have from time to time been at levels that required the levy of special taxes at the maximum authorized rates in order to make timely payment of principal of and interest on the outstanding indebtedness of such

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community facilities districts. For this reason, the District has determined that a reduction in the maximum Special Tax rates authorized to be levied on parcels in the District below the levels provided in the Indenture would interfere with the timely retirement of the Bonds and Parity Bonds. The District has determined it to be necessary in order to preserve the security for the Bonds and Parity Bonds to covenant, and, to the maximum extent that the law permits it to do so, the District has covenanted, that it will not initiate proceedings to reduce the maximum Special Tax rates for the District.

(h) Covenants to Defend. The District has covenanted that, in the event that any initiative is adopted by the qualified electors in the District which purports to reduce the maximum Special Tax below the levels specified in the Indenture or to limit the power of the District to levy the Special Taxes for the purposes set forth in the Indenture, it will commence and pursue legal action in order to preserve its ability to comply with such covenants.

(i) Limitation on Right to Tender Bonds. The District has covenanted that it will not adopt any policy pursuant to Section 53341.1 of the Act permitting the tender of Bonds or Parity Bonds in full payment or partial payment of any Special Taxes unless the District has first received a certificate from an Independent Financial Consultant that the acceptance of such a tender will not result in the District having insufficient Special Tax revenues to pay the principal of and interest on the Bonds and Parity Bonds when due.

(j) Continuing Disclosures. The District has covenanted to comply with the terms of the Continuing Disclosure Agreement and with the terms of any continuing disclosure agreement executed by the District with respect to any Parity Bonds in order to assist the underwriter thereof in complying with Rule 15(c)2-12 adopted by the Securities and Exchange Commission.

(k) Further Assurances. The District will make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Indenture and for the better assuring and confirming unto the Owners of the Bonds and any Parity Bonds of the rights and benefits provided in the Indenture.

AMENDMENTS TO INDENTURE

Supplemental Indentures or Orders Not Requiring Bondowner Consent. The District may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt Supplemental Indentures for any of the following purposes:

(a) to cure any ambiguity, to correct or supplement any provisions in the Indenture which may be inconsistent with any other provision therein, or to make any other provision with respect to matters or questions arising under the Indenture or in any additional resolution or order, provided that such action is not materially adverse to the interests of the Bondowners;

(b) to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in the Indenture, other covenants, agreements, limitations and restrictions to be observed by the District which are not contrary to or inconsistent with the Indenture as theretofore in effect or which further secure Bond or Parity Bond payments;

(c) to provide for the issuance of any Parity Bonds, and to provide the terms and conditions under which such Parity Bonds may be issued, subject to and in accordance with the provisions of the Indenture;

(d) to modify, amend or supplement the Indenture in such manner as to permit the qualification thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute later in effect, or to comply with the Code or regulations issued thereunder, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which do not materially adversely affect the interests of the Owners of the Bonds or any Parity Bonds then Outstanding;

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(e) subject to the provisions of the Indenture, to modify, alter or amend the Rate and Method in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on property within Improvement Area 2 of the District to an amount which is less than 110% of the principal and interest due in each corresponding future Bond Year with respect to the Bonds and Parity Bonds Outstanding as of the date of such amendment; or

(f) to modify, alter, amend or supplement the Indenture in any other respect which is not materially adverse to the Bondowners.

Supplemental Indentures or Orders Requiring Bondowner Consent. Exclusive of the Supplemental Indentures described under the caption “Supplemental Indentures or Orders Not Requiring Bondowner Consent,” the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding have the right to consent to and approve the adoption by the District of such Supplemental Indentures as are deemed necessary or desirable by the District for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Indenture; provided, however, that nothing in the Indenture will permit, or be construed as permitting: (a) an extension of the maturity date of the principal, or the payment date of interest on, any Bond or Parity Bond; (b) a reduction in the principal amount of, or redemption premium on, any Bond or Parity Bond or the rate of interest thereon; (c) a preference or priority of any Bond or Parity Bond over any other Bond or Parity Bond; or (d) a reduction in the aggregate principal amount of the Bonds and Parity Bonds the Owners of which are required to consent to such Supplemental Indenture, without the consent of the Owners of all Bonds and Parity Bonds then Outstanding.

If at any time the District desires to adopt a Supplemental Indenture, which pursuant to the terms of the Indenture require the consent of the Bondowners, the District will so notify the Trustee and deliver to the Trustee a copy of the proposed Supplemental Indenture. The Trustee will, at the expense of the District, cause notice of the proposed Supplemental Indenture to be mailed, by first class mail, postage prepaid, to all Bondowners at their addresses as they appear in the Bond Register. Such notice will briefly set forth the nature of the proposed Supplemental Indenture and state that a copy thereof is on file at the Principal Office of the Trustee for inspection by all Bondowners. The failure of any Bondowners to receive such notice will not affect the validity of such Supplemental Indenture when consented to and approved by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding as required by the Indenture. Whenever at any time within one year after the date of the first mailing of such notice, the Trustee receives an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding, which instrument or instruments refer to the proposed Supplemental Indenture described in such notice, and specifically consents to and approves the adoption thereof by the District substantially in the form of the copy referred to in such notice as on file with the Trustee, such proposed Supplemental Indenture, when duly adopted by the District, will thereafter become a part of the proceedings for the issuance of the Bonds and any Parity Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds and Parity Bonds have consented to the adoption of any Supplemental Indenture, Bonds or Parity Bonds that are owned by the District, or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the District, will be disregarded and will be treated as though they were not Outstanding for the purpose of any such determination.

Upon the adoption of any Supplemental Indenture and the receipt of consent to any such Supplemental Indenture from the Owners of not less than a majority in aggregate principal amount of the Outstanding Bonds and Parity Bonds in instances where such consent is required pursuant to the provisions of the Indenture, the Indenture will be, and will be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under the Indenture of the District and all Owners of Outstanding Bonds and Parity Bonds will thereafter be determined, exercised and enforced thereunder, subject in all respects to such modifications and amendments.

Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds. After the effective date of any action taken as provided in the Indenture, the District may determine that the Bonds or any Parity Bonds may bear a notation, by endorsement in form approved by the District, as to such action, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date and presentation of such Owner’s Bond or Parity Bond for the purpose at the Principal Office of the Trustee or at such additional offices as

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the Trustee may select and designate for that purpose, a suitable notation as to such action will be made on such Bonds or Parity Bonds. If the District so determines, new Bonds or Parity Bonds so modified as, in the opinion of the District, are necessary to conform to such action will be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date such new Bonds or Parity Bonds will be exchanged at the Principal Office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner of Outstanding Bonds or Parity Bonds, upon surrender of such Outstanding Bonds or Parity Bonds.

In executing, or accepting the additional trusts created by any Supplemental Indenture permitted by the Indenture or the modification thereby of the trusts created by the Indenture, the Trustee is entitled to receive, and will be fully protected in relying upon, an opinion of counsel stating that the execution of such supplemental indenture is authorized or permitted by the Indenture and complies with the terms thereof. The Trustee may, but is not obligated to, enter into any such Supplemental Indenture which affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise.

TRUSTEE

Trustee. The Bank of New York Mellon Trust Company, N.A., will be the Trustee for the Bonds and any Parity Bonds unless and until another Trustee is appointed by the District under the Indenture. The District may, at any time, appoint a successor Trustee satisfying the requirements of the Indenture for the purpose of receiving all money that the District is required to deposit with the Trustee thereunder and to allocate, use and apply the same as provided in the Indenture.

The Trustee is authorized to and will mail by first class mail, postage prepaid, or wire transfer in accordance with the Indenture, interest payments to the Bondowners, to select Bonds and Parity Bonds for redemption, and to maintain the Bond Register. The Trustee has been authorized to pay the principal of and premium, if any, on the Bonds and Parity Bonds when the same are duly presented to it for payment at maturity or on call and redemption, to provide for the registration of transfer and exchange of Bonds and Parity Bonds presented to it for such purposes, to provide for the cancellation of Bonds and Parity Bonds and to provide for the authentication of Bonds and Parity Bonds, and will perform all other duties assigned to or imposed on it as provided in the Indenture. The Trustee will keep accurate records of all funds administered by it and all Bonds and Parity Bonds paid, discharged and cancelled by it.

The Trustee is authorized to redeem the Bonds and Parity Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee will cancel all Bonds and Parity Bonds upon payment thereof in accordance with the provisions of the Indenture.

The District will from time to time, subject to any agreement between the District and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all of its advances and expenditures, including, but not limited to, advances to and fees and expenses of independent accountants or counsel employed by it in the exercise and performance of its powers and duties under the Indenture, and indemnify and save the Trustee, its officers, directors, employees and agents, harmless against costs, claims, expenses and liabilities, including, without limitation, fees and expenses of its attorneys, not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties under the Indenture. The foregoing obligation of the District to indemnify the Trustee will survive the removal or resignation of the Trustee or the discharge of the Bonds.

Removal of Trustee. The District may at any time at its sole discretion, and will at the direction of a majority of the Owners, remove the Trustee initially appointed, and any successor thereto, by delivering to the Trustee a 30-day written notice of its decision to remove the Trustee. The District will appoint a successor or successors thereto, provided that any such successor is a bank, national banking association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $100,000,000, and subject to supervision or examination by federal or state authority. If any bank, national banking association or trust company appointed as a successor 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 the Indenture, the combined capital and surplus of such bank, national banking association or trust company will be deemed to be its combined capital

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and surplus as set forth in its most recent report of condition so published. Any removal of the Trustee and appointment of a successor Trustee will become effective only upon acceptance of appointment by the successor Trustee and notice being sent by the successor Trustee to the Bondowners of the successor Trustee’s identity and address.

Resignation of Trustee. The Trustee may at any time resign by giving written notice to the District and by giving to the Owners notice of such resignation, which notice will be mailed to the Owners at their addresses appearing in the registration books at the Principal Office of the Trustee. Upon receiving such notice of resignation, the District will promptly appoint a successor Trustee satisfying the criteria in the Indenture by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee has been appointed and has accepted appointment within 45 days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondowner (on behalf of itself and all other Bondowners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee.

Liability of Trustee. The recitals of fact and all promises, covenants and agreements contained in the Indenture and in the Bonds and any Parity Bonds will be taken as statements, promises, covenants and agreements of the District, and the Trustee assumes no responsibility for the correctness of the same and makes no representations as to the validity or sufficiency of the Indenture, the Bonds or any Parity Bonds, and will incur no responsibility in respect thereof, other than in connection with its duties or obligations specifically set forth in the Indenture, in the Bonds and any Parity Bonds, or in the certificate of authentication assigned to or imposed upon the Trustee. The Trustee is under no responsibility or duty with respect to the issuance of the Bonds or any Parity Bonds for value. The Trustee will not be liable in connection with the performance of its duties under the Indenture, except for its own negligence or willful misconduct.

The Trustee will be protected in acting upon any notice, resolution, request, consent, order, certificate, report, Bond, Parity Bond, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel to the District, with regard to legal questions, and the opinion of such counsel will be full and complete authorization and protection in respect of any action taken or suffered under the Indenture in good faith and in accordance therewith.

The Trustee is not bound to recognize any person as the Owner of a Bond or Parity Bond unless and until such Bond or Parity Bond is submitted for inspection, if required, and title thereto is satisfactorily established, if disputed.

Whenever in the administration of its duties under the Indenture the Trustee deems 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 is specifically prescribed in the Indenture) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a written certificate of the District, and such certificate will be full warrant to the Trustee for any action taken or suffered under the provisions of the Indenture upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

The Trustee has no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it under the Indenture, or as to the correctness of any amounts received, but its liability is limited to the proper accounting for such funds as it actually receives. No provision in the Indenture requires the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties thereunder, or in the exercise of its rights or powers.

The Trustee will not be deemed to have knowledge of any default or Event of Default until an officer at the Trustee’s corporate trust office who is responsible for the administration of its duties under the Indenture has actual knowledge thereof or the Trustee has received written notice thereof at its corporate trust office.

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The Trustee will not be considered in breach of or in default in its obligations under the Indenture or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the Project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee.

The Trustee has the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the Indenture and delivered using Electronic Means. (“Electronic Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services under the Indenture). The District will provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate will be amended by the District whenever a person is to be added or deleted from the listing. If the District elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions will be deemed controlling. The District has understood and agreed that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee will conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The District will be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the District and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the District. The Trustee will not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The District has agreed: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the District; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

The permissive right of the Trustee to do things enumerated in the Indenture will not be construed as a duty and it will not be answerable for other than its negligence or willful misconduct.

All immunities, indemnifications and releases from liability granted in the Indenture to the Trustee will extend to the directors, employees, officers and agents thereof.

The Trustee is under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request, order or direction of any of the Owners pursuant to the provisions of the Indenture unless such Owners have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

The Trustee will not be responsible for or accountable to anyone for the subsequent use or application of any moneys which are released or withdrawn in accordance with the provisions of the Indenture.

The Trustee may execute any of the trusts or powers of the Indenture and perform the duties required of it thereunder either directly or by or through attorneys or agents, will not be liable for the acts or omissions of such attorneys or agents appointed with due care, and will be entitled to rely on advice of counsel concerning all matters of trust and its duty under the Indenture.

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The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Indenture. In case an Event of Default has occurred (which has not been cured) the Trustee will exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

The Trustee has no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds.

The Trustee is not required to determine the legality of any investments.

Merger or Consolidation. Any company into which the Trustee 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 is a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, will be the successor to the Trustee without the execution or filing of any paper or further act, anything in the Indenture to the contrary notwithstanding.

EVENTS OF DEFAULT; REMEDIES

Events of Default. Any one or more of the following events will constitute an “Event of Default”:

(a) default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond or Parity Bond when and as the same becomes due and payable, whether at maturity as therein expressed, by declaration or otherwise;

(b) default in the due and punctual payment of the interest on any Bond or Parity Bond when and as the same becomes due and payable; or

(c) except as described in clauses (a) or (b), default by the District in the observance of any of the agreements, conditions or covenants on its part contained in the Indenture, the Bonds or any Parity Bonds, and such default continues for a period of 30 days after the District has been given notice in writing of such default by the Trustee or the Owners of 25% in aggregate principal amount of the Outstanding Bonds and Parity Bonds; provided, however, that such default will not constitute an Event of Default under the Indenture if the District commences to cure such default within said 30-day period and thereafter diligently and in good faith proceeds to cure such default within a reasonable period of time not to exceed 90 days after such notice.

The Trustee has agreed to give notice to the Owners as soon as practicable upon the occurrence of an Event of Default under clauses (a) or (b) above and within 30 days of the Trustee’s knowledge of an event of default under clause (c) above.

Remedies of Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds and Parity Bonds, and to enforce any rights of the Trustee under or with respect to the Indenture, including:

(a) by mandamus or other suit or proceeding at law or in equity to enforce the Trustee’s rights against the District and any of the members, officers and employees of the District, and to compel the District or any such members, officers or employees to perform and carry out their duties under the Act and their agreements with the Owners as provided in the Indenture;

(b) by suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or

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(c) by a suit in equity to require the District and its members, officers and employees to account as the trustee of an express trust.

If an Event of Default has occurred and is continuing and if requested so to do by the Owners of at least 25% in aggregate principal amount of Outstanding Bonds and Parity Bonds and if indemnified to its satisfaction, the Trustee will be obligated to exercise such one or more of the rights and powers conferred by the Indenture, as the Trustee, being advised by counsel, deems most expedient in the interests of the Owners of the Bonds and Parity Bonds.

No remedy conferred upon or reserved to the Trustee or to the Owners in the Indenture is intended to be exclusive of any other remedy. Every such remedy will be cumulative and will be in addition to every other remedy given under the Indenture or now or later existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law.

Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of the Indenture relating to the Bonds and Parity Bonds will be applied by the Trustee in the following order upon presentation of the several Bonds and Parity Bonds:

First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of the Indenture, including reasonable compensation to its agents, attorneys and counsel, and to the payment of all other outstanding fees and expenses of the Trustee; and

Second, to the payment of the whole amount of interest on and principal of the Bonds and Parity Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds and Parity Bonds; provided, however, that in the event that such amounts are insufficient to pay the full amount of such interest and principal, then such amounts will be applied in the following order of priority:

(a) first to the payment of all installments of interest on the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing,

(b) second, to the payment of all installments of principal, including Sinking Fund Payments, of the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing; and

(c) third, to the payment of interest on overdue installments of principal and interest on the Bonds and Parity Bonds on a pro rata basis based on the total amount then due and owing.

Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, has taken any action, by judicial proceedings or otherwise, pursuant to its duties under the Indenture, whether upon its own discretion or upon the request of the Owners of 25% in aggregate principal amount of the Bonds and Parity Bonds then Outstanding, it will have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds and Parity Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee will not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds and Parity Bonds under the Indenture opposing such discontinuance, withdrawal, compromise, settlement or other such litigation. Any suit, action or proceeding that any Owner of Bonds or Parity Bonds has the right to bring to enforce any right or remedy under the Indenture may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds and Parity Bonds similarly situated and the Trustee has been appointed (and the successive respective Owners of the Bonds and Parity Bonds issued under the Indenture, by taking and holding the same, will be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds and Parity Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on

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behalf of the respective Owners of the Bonds and Parity Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney in fact.

Appointment of Receivers. Upon the occurrence of an Event of Default under the Indenture, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners of the Bonds and Parity Bonds under the Indenture, the Trustee will be entitled, as a matter of right, to the appointment of a receiver or receivers of the Net Taxes and other amounts pledged under the Indenture, pending such proceedings, with such powers as the court making such appointment confers.

Non-Waiver. Nothing in the Indenture, or in the Bonds or the Parity Bonds, will affect or impair the obligation of the District, which is absolute and unconditional, to pay the interest on and principal of the Bonds and Parity Bonds to the respective Owners of the Bonds and Parity Bonds at the respective dates of maturity, as provided in the Indenture, out of the Net Taxes and other moneys therein pledged for such payment.

A waiver of any default or breach of duty or contract by the Trustee or any Owners will not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds or Parity Bonds to exercise any right or power accruing upon any default will impair any such right or power or be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or the Owners by the Act or by the Indenture may be enforced and exercised from time to time and as often as deemed expedient by the Trustee or the Owners, as the case may be.

Limitations on Rights and Remedies of Owners. No Owner of any Bond or Parity Bond issued under the Indenture has the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Indenture, unless: (a) such Owner has previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds and Parity Bonds then Outstanding have made written request upon the Trustee to exercise the powers granted in the Indenture or to institute such action, suit or proceeding in its own name; (c) said Owners have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee has refused or omitted to comply with such request for a period of 60 days after such written request has been received by, and said tender of indemnity has been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission have been declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds and Parity Bonds of any remedy under the Indenture; it being understood and intended that no one or more Owners of Bonds and Parity Bonds have any right in any manner whatever by their action to enforce any right under the Indenture, except in the manner therein provided, and that all proceedings at law or in equity to enforce any provision of the Indenture will be instituted, had and maintained in the manner provided in the Indenture and for the equal benefit of all Owners of the Outstanding Bonds and Parity Bonds.

The right of any Owner of any Bond and Parity Bond to receive payment of the principal of and interest and premium (if any) on such Bond and Parity Bond as provided in the Indenture or to institute suit for the enforcement of any such payment, will not be impaired or affected without the written consent of such Owner, notwithstanding any other provision of the Indenture.

Termination of Proceedings. In case the Trustee has proceeded to enforce any right under the Indenture by the appointment of a receiver or otherwise, and such proceedings have been discontinued or abandoned for any reason, or have been determined adversely, then and in every such case, the District, the Trustee and the Owners be restored to their former positions and rights under the Indenture, respectively, with regard to the property subject to the Indenture, and all rights, remedies and powers of the Trustee will continue as if no such proceedings had been taken.

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DEFEASANCE AND PARITY BONDS

Defeasance. If the District will pay or cause to be paid, or there will otherwise be paid, to the Owner of an Outstanding Bond or Parity Bond the interest due thereon and the principal thereof, at the times and in the manner stipulated in the Indenture or any Supplemental Indenture, then the Owner of such Bond or Parity Bond will cease to be entitled to the pledge of Net Taxes, and, other than as set forth below, all covenants, agreements and other obligations of the District to the Owner of such Bond or Parity Bond under the Indenture and any Supplemental Indenture relating to such Parity Bond will thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding Bonds and Parity Bonds pursuant to the Indenture, the Trustee will execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee will pay over or deliver to the District’s general fund all money or securities held by it pursuant to the Indenture which are not required for the payment of the principal of, premium, if any, and interest due on such Bonds and Parity Bonds.

Any Outstanding Bond or Parity Bond will be deemed to have been paid within the meaning expressed in the Indenture if such Bond or Parity Bond is paid in any one or more of the following ways:

(a) by paying or causing to be paid the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same become due and payable;

(b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Special Tax Fund (exclusive of the Administrative Expenses Account) and available for such purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same become due and payable; or

(c) by depositing with the Trustee or another escrow bank appointed by the District, in trust, Federal Securities, in which the District may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund (exclusive of the Administrative Expenses Account) and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same become due and payable.

If paid as provided above, then, at the election of the District, and notwithstanding that any Outstanding Bonds and Parity Bonds have not been surrendered for payment, all obligations of the District under the Indenture and any Supplemental Indenture with respect to such Bond or Parity Bond will cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owners of any such Bond or Parity Bond not so surrendered and paid, all sums due thereon and except for the covenants of the District contained in the Indenture or any Supplemental Indenture relating to compliance with the Code. Notice of such election will be filed with the Trustee not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the Trustee. In connection with a defeasance under clauses (b) or (c) above, there will be provided to the District a verification report from an independent nationally recognized certified public accountant stating its opinion as to the sufficiency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding Bonds and Parity Bonds to be defeased in accordance with the Indenture, as and when the same become due and payable, and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the Bonds or Parity Bonds being defeased have been legally defeased in accordance with the Indenture and any applicable Supplemental Indenture.

Upon a defeasance, the Trustee, upon request of the District, will release the rights of the Owners of such Bonds and Parity Bonds that have been defeased under the Indenture and any Supplemental Indenture and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance under the Indenture of all Outstanding Bonds and Parity Bonds, the Trustee will pay over or deliver to the District any funds held by the Trustee at the time of a defeasance that are not required for the purpose of paying and discharging the principal of or interest on the Bonds and Parity Bonds when due. The Trustee will, at the written direction of the District, mail, first class, postage prepaid, a notice to the Bondowners

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whose Bonds or Parity Bonds have been defeased, in the form directed by the District, stating that the defeasance has occurred.

Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness. The District may at any time after the issuance and delivery of the Bonds under the Indenture issue Parity Bonds payable from the Net Taxes and other amounts deposited in the Special Tax Fund (other than in the Administrative Expenses Account therein) and secured by a lien and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds and any other Parity Bonds theretofore issued under the Indenture or under any Supplemental Indenture; provided, however, that Parity Bonds may only be issued for the purpose of refunding all or a portion of the Bonds or any Parity Bonds then Outstanding. Parity Bonds may be issued subject to the following additional specific conditions, which have been made conditions precedent to the issuance of any such Parity Bonds:

(a) The District is in compliance with all covenants set forth in the Indenture and any Supplemental Indenture then in effect, and a certificate of the District to that effect has been filed with the Trustee; provided, however, that Parity Bonds may be issued notwithstanding the fact that the District is not in compliance with all such covenants so long as immediately following the issuance of such Parity Bonds the District will be in compliance with all such covenants.

(b) The issuance of such Parity Bonds has been duly authorized pursuant to the Act and all applicable laws, and the issuance of such Parity Bonds has been provided for by a Supplemental Indenture duly adopted by the District which specifies the following:

(1) the purpose for which such Parity Bonds are to be issued and the fund or funds into which the proceeds thereof are to be deposited, including a provision requiring the proceeds of such Parity Bonds to be applied solely for the purpose of refunding any Outstanding Bonds or Parity Bonds, including payment of all costs and the funding of all reserves incidental to or connected with such refunding;

(2) the authorized principal amount of such Parity Bonds;

(3) the date and the maturity date or dates of such Parity Bonds; provided that: (i) each maturity date falls on a September 1; (ii) all such Parity Bonds of like maturity are identical in all respects, except as to number; and (iii) fixed serial maturities or Sinking Fund Payments, or any combination thereof, are established to provide for the retirement of all such Parity Bonds on or before their respective maturity dates;

(4) the description of the Parity Bonds, the place of payment thereof and the procedure for execution and authentication;

(5) the denominations and method of numbering of such Parity Bonds;

(6) the amount and due date of each mandatory Sinking Fund Payment, if any, for such Parity Bonds;

(7) the amount, if any, to be deposited from the proceeds of such Parity Bonds in the Reserve Account of the Special Tax Fund to increase the amount therein to the Reserve Requirement;

(8) the form of such Parity Bonds; and

(9) such other provisions as are necessary or appropriate and not inconsistent with the Indenture.

(c) The Trustee has received the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the Delivery Date of such Parity Bonds by the Trustee (unless the Trustee accepts any of such documents bearing a prior date):

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(1) a certified copy of the Supplemental Indenture authorizing the issuance of such Parity Bonds;

(2) a written request of the District as to the delivery of such Parity Bonds;

(3) an opinion of Bond Counsel to the effect that: (i) the District has the right and power under the Act to adopt the Indenture and the Supplemental Indentures relating to such Parity Bonds, and the Indenture and all such Supplemental Indentures have been duly and lawfully adopted by the District, are in full force and effect and are valid and binding upon the District and enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights); (ii) the Indenture creates the valid pledge which it purports to create of the Net Taxes and other amounts as provided in the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture; and (iii) such Parity Bonds are valid and binding limited obligations of the District, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights) and the terms of the Indenture and all Supplemental Indentures thereto and entitled to the benefits of the Indenture and all such Supplemental Indentures, and such Parity Bonds have been duly and validly authorized and issued in accordance with the Act (or other applicable laws) and the Indenture and all such Supplemental Indentures; and a further opinion of Bond Counsel to the effect that, assuming compliance by the District with certain tax covenants, the issuance of the Parity Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and any Parity Bonds theretofore issued on a tax exempt basis, or the exemption from State of California personal income taxation of interest on any Outstanding Bonds and Parity Bonds theretofore issued;

(4) a certificate of the District containing such statements as may be reasonably necessary to show compliance with the requirements of the Indenture;

(5) as to Parity Bonds that are issued to refund the Bonds or other Parity Bonds, a certificate of an Independent Financial Consultant certifying that in each Bond Year the Annual Debt Service on the Bonds and Parity Bonds to remain Outstanding following the issuance of the Parity Bonds proposed to be issued is less than the Annual Debt Service on the Bonds and Parity Bonds Outstanding prior to the issuance of such Parity Bonds;

(6) as to Parity Bonds that are being issued other than to refund the Bonds or other Parity Bonds, a certificate of the Special Tax administrator for the District certifying that: (i) the maximum Special Taxes that may be levied in each Fiscal Year are not less than 110% of the Annual Debt Service in the Bond Year that begins in such Fiscal Year; and (ii) the value of District property is not less than four times the sum of direct debt for District property plus overlapping debt allocable to all property in the District that is subject to the Special Tax. For purposes of the foregoing certificate of the Special Tax administrator of the District, all calculations will consider the Parity Bonds proposed to be issued to be Outstanding; and

(7) such further documents, money and securities as are required by the provisions of the Indenture and the Supplemental Indenture providing for the issuance of such Parity Bonds.

MISCELLANEOUS

Cancellation of Bonds and Parity Bonds. All Bonds and Parity Bonds surrendered to the Trustee for payment upon maturity or for redemption will be upon payment therefor, and any Bond or Parity Bond purchased by the District as authorized in the Indenture and delivered to the Trustee for such purpose will be, cancelled forthwith and will not be reissued. The Trustee will destroy such Bonds and Parity Bonds, as provided by law, and, upon request of the District, furnish to the District a certificate of such destruction.

Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by the Indenture to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Owners in person or by their attorneys appointed by an instrument in writing for that purpose, or by the bank,

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trust company or other depository for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, and of the ownership of Bonds or Parity Bonds will be sufficient for the purposes of the Indenture (except as otherwise provided in the Indenture), if made in the following manner:

(a) The fact and date of the execution by any Owner or his or her attorney of any such instrument and of any instrument appointing any such attorney, may be proved by a signature guarantee of any bank or trust company located within the United States of America. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such signature guarantee will also constitute sufficient proof of his authority.

(b) As to any Bond or Parity Bond, the person in whose name the same is registered in the Bond Register will be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bond or Parity Bond, and the interest thereon, will be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments will be valid and effectual to satisfy and discharge the liability upon such Bond or Parity Bond and the interest thereon to the extent of the sum or sums to be paid. Neither the District nor the Trustee will be affected by any notice to the contrary.

Nothing contained in the Indenture will be construed as limiting the Trustee or the District to such proof, it being intended that the Trustee or the District may accept any other evidence of the matters stated in the Indenture which the Trustee or the District may deem sufficient. Any request or consent of the Owner of any Bond or Parity Bond will bind every future Owner of the same Bond or Parity Bond in respect of anything done or suffered to be done by the Trustee or the District in pursuance of such request or consent.

Unclaimed Moneys. Anything in the Indenture to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Outstanding Bonds and Parity Bonds that remains unclaimed for two years after the date when such Outstanding Bonds or Parity Bonds have become due and payable, if such money was held by the Trustee at such date, or for two years after the date of deposit of such money if deposited with the Trustee after the date when such Outstanding Bonds or Parity Bonds become due and payable, will be repaid by the Trustee to the District, as its absolute property free from trust, and the Trustee will thereupon be released and discharged with respect thereto and the Owners will look only to the District for the payment of such Outstanding Bonds or Parity Bonds; provided, however, that, before being required to make any such payment to the District, the Trustee, at the expense of the District, will cause to be mailed by first class mail, postage prepaid, to the registered Owners of such Outstanding Bonds or Parity Bonds at their addresses as they appear on the registration books of the Trustee a notice that said money remains unclaimed and that, after a date named in said notice, which date is not less than 30 days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the District.

Provisions Constitute Contract. The provisions of the Indenture constitute a contract between the District and the Bondowners and the provisions thereof will be construed in accordance with the laws of the State of California.

In case any suit, action or proceeding to enforce any right or exercise any remedy is brought or taken and, should said suit, action or proceeding be abandoned, or be determined adversely to the Bondowners or the Trustee, then the District, the Trustee and the Bondowners will be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.

After the issuance and delivery of the Bonds, the Indenture will be irrepealable, but will be subject to modifications to the extent and in the manner provided in the Indenture, but to no greater extent and in no other manner.

Future Contracts. Nothing contained in the Indenture will be deemed to restrict or prohibit the District from making contracts or creating bonded or other indebtedness payable from a pledge of the Net Taxes which is subordinate to the pledge under the Indenture, or which is payable from the general fund of the District or from taxes or any source other than the Net Taxes and other amounts pledged thereunder.

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Further Assurances. The District 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 Indenture, and for the better assuring and confirming unto the Owners of the Bonds or any Parity Bonds the rights and benefits provided in the Indenture.

Severability. If any covenant, agreement or provision, or any portion thereof, contained in the Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of the Indenture and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, will be deemed severable and will not be affected thereby, and the Indenture, the Bonds and any Parity Bonds issued pursuant thereto will remain valid and the Bondowners will retain all valid rights and benefits accorded to them under the laws of the State of California.


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APPENDIX D-1

FORM OF DISTRICT CONTINUING DISCLOSURE AGREEMENT

Upon issuance of the Bonds, the District proposes to enter into a Continuing Disclosure Agreement in substantially the following form:

This Continuing Disclosure Agreement, dated as of September 1, 2016 (the “Disclosure Agreement”) is executed and delivered by City of Carlsbad Community Facilities District No. 3 (the “Issuer”) in connection with the issuance of the Issuer’s $13,015,000 2016 Special Tax Refunding Bonds (Improvement Area 2) (the “Bonds”). The Bonds are being issued pursuant to a Bond Indenture, dated as of September 1, 2016 (the “Bond Indenture”), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A. The Issuer covenants as follows:

SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Underwriter in complying with the Rule.

SECTION 2. Definitions. In addition to the definitions set forth in the Bond Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

“Annual Report” shall mean any Comprehensive Annual Financial Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

“Beneficial Owner” shall mean any person which: (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Bonds for federal income tax purposes.

“City” shall mean the City of Carlsbad, California.

“Disclosure Representative” shall mean the City Manager of the City, the Assistant City Manager of the City, the Director of Finance of the City, or the designee thereof, or such other officer or employee as the Issuer shall designate in writing from time to time.

“Dissemination Agent” shall mean, initially, the Issuer, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.

“Fiscal Year” shall mean the period from July 1 to June 30, or any other period selected by the Issuer as its fiscal year.

“Improvement Area” shall mean Improvement Area 2 of the Issuer.

“Listed Events” shall mean any of the events listed in Section 5(a) and (b) of this Disclosure Agreement.

“MSRB” shall mean the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.

“Official Statement” shall mean the Official Statement relating to the Bonds, dated August 17, 2016.

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“RMA” shall mean the Rate and Method of Apportionment of Special Tax approved by the qualified electors of the Improvement Area.

“Rule” shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

“State” shall mean the State of California.

“Underwriter” shall mean the original underwriters of the Bonds that are required to comply with the Rule in connection with the offering of the Bonds.

SECTION 3. Provision of Annual Reports.

(a) The Issuer shall, or, upon delivery of the Annual Report to the Dissemination Agent (if other than the Issuer), shall cause the Dissemination Agent to, not later than March 31 of each year, commencing March 31, 2017, provide to the MSRB an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(a).

(b) Not later than fifteen (15) business days prior to each March 31, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the MSRB in a timely manner in substantially the form attached as Exhibit A.

(c) The Dissemination Agent shall:

(i) determine each year prior to March 31 the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and

(ii) if the Dissemination Agent is other than the Issuer, certify to the Issuer that the Annual Report has been filed with the MSRB pursuant to this Disclosure Agreement, and stating, to the extent that it can confirm such filing of the Annual Report, the date that it was filed.

SECTION 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or include by reference the following:

(a) The Issuer does not currently prepare audited financial statements and it is not anticipated that the Issuer will prepare audited financial statements in the future. If the Issuer does prepare audited financial statements in the future, the Issuer’s Annual Report shall contain or incorporate by reference such audited financial statements, if any, for the most recently completed Fiscal Year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If audited financial statements of the Issuer are to be prepared in the future, but are not available at the time required for filing as set forth in Section 3(a), unaudited financial statements of the Issuer shall be submitted with the Annual Report and the audited financial statements shall be submitted once available. The financial statements of the City shall not be deemed to be the financial statements of the Issuer, unless such audited financial statements contain specific information as to the Issuer, its revenues, expenses and account balances. If the City’s audited financial statements contain specific information as to the Issuer, its revenues, expenses and account balances, the Issuer’s Annual Report shall contain or incorporate by reference the City’s audited financial statements. If the City’s audited financial statements contain specific information as to the Issuer, its revenues, expenses and account balances, but are not available at the time required for filing, unaudited financial statements of the City that contain specific information as to the Issuer, its revenues, expenses and account balances

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shall be submitted with the Annual Report and the City’s audited financial statements shall be submitted once available.

(b) To the extent not contained in the audited financial statements filed pursuant to subsection (a):

(i) The total assessed value (per the San Diego County Assessor’s records) of all parcels currently subject to the Special Tax within the Improvement Area, showing the total assessed valuation for all land and the total assessed valuation for all improvements within the Improvement Area and distinguishing between the assessed value of improved and unimproved parcels. Parcels are considered improved if there is an assessed value for the improvements in the San Diego County Assessor’s records.

(ii) The total dollar amount of delinquencies in the Improvement Area as of each August 1 preceding to the March 31 Annual Report due date and, in the event that the total delinquencies within the Improvement Area as of such August 1 in any year exceed 5% of the Special Tax for the previous year, delinquency information for each parcel, including the amounts of delinquencies, length of delinquency and status of any foreclosure of each such parcel.

(iii) The amount of prepayments of the Special Tax with respect to the Improvement Area for the prior Fiscal Year.

(iv) A land ownership summary listing property owners responsible for more than 5% of the annual Special Tax levy, as shown on the San Diego County Assessor’s last equalized tax roll prior to each September preceding the March 31 Annual Report due date.

(v) The principal amount of the Bonds outstanding and the balance in the Reserve Account (along with a statement of the Reserve Requirement) as of each September 30 preceding the March 31 Annual Report due date.

(vi) An updated table in substantially the form of the table in the Official Statement entitled “Direct Debt Value-to-Lien Ratio” based upon the most recent information available, provided that assessed values shown on the San Diego County Assessor’s most recent equalized tax roll prior to each September preceding the March 31 Annual Report due date may be substituted for appraised values.

(vii) Any changes to the RMA since the filing of the prior Annual Report.

(viii) A copy of the annual information required to be filed by the City with the California Debt and Investment Advisory Commission pursuant to the Mello-Roos Community Facilities Act of 1982, as amended and relating generally to outstanding Issuer bond amounts, fund balances, assessed values, special tax delinquencies and foreclosure information.

(ix) In addition to any of the information expressly required to be provided under paragraphs (i) through (viii) of this Section, the Issuer shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Any or all of the items listed above may be included by specific reference to other documents, including official statements for debt issues of the Issuer or related public entities, which have been submitted to the MSRB or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference.

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SECTION 5. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not more than ten (10) Business Days after the event:

(i) Principal and interest payment delinquencies.

(ii) Unscheduled draws on debt service reserves reflecting financial difficulties.

(iii) Unscheduled draws on credit enhancements reflecting financial difficulties.

(iv) Substitution of credit or liquidity providers, or their failure to perform.

(v) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability or Notices of Proposed Issue (IRS Form 5701 TEB).

(vi) Tender offers.

(vii) Defeasances.

(viii) Rating changes.

(ix) Bankruptcy, insolvency, receivership or similar proceedings.

Note: For the purposes of the event identified in subparagraph (ix), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.

(b) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, in a timely manner not more than ten (10) Business Days after occurrence:

(i) Unless described in Section 5(a)(v), other notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other events affecting the tax status of the Bonds.

(ii) Modifications to the rights of Bondholders.

(iii) Optional, unscheduled or contingent Bond calls.

(iv) Release, substitution or sale of property securing repayment of the Bonds.

(v) Non-payment related defaults.

(vi) The consummation of a merger, consolidation or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms.

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(vii) Appointment of a successor or additional trustee or the change of the name of a trustee.

(c) If the Issuer determines that knowledge of the occurrence of a Listed Event under subsection (b) would be material under applicable federal securities laws, and if the Dissemination Agent is other than the Issuer, the Issuer shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to file a notice of such occurrence with the MSRB in an electronic format as prescribed by the MSRB in a timely manner not more than ten (10) Business Days after the event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(vii) and (b)(iii) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Bond Indenture.

(d) If the Issuer determines that a Listed Event under subsection (b) would not be material under applicable federal securities laws and if the Dissemination Agent is other than the Issuer, the Issuer shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence.

(e) The Issuer hereby agrees that the undertaking set forth in this Disclosure Agreement is the responsibility of the Issuer and, if the Dissemination Agent is other than the Issuer, the Dissemination Agent shall not be responsible for determining whether the Issuer’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.

SECTION 6. Termination of Reporting Obligation. The Issuer’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(a).

SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement. The Dissemination Agent may resign by providing thirty days’ written notice to the Issuer and the Trustee. The Dissemination Agent shall not be responsible for the content of any report or notice prepared by the Issuer and shall have no duty to review any information provided to it by the Issuer. The Dissemination Agent shall have no duty to prepare any information report, nor shall the Dissemination Agent be responsible for filing any report not provided to it by the Issuer in a timely manner and in a form suitable for filing.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that, in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule, and provided further that the Dissemination Agent shall have first consented to any amendment that modifies or increases its duties or obligations hereunder. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (a) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a); and (b) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in

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addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or to include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure by the Issuer to comply with any provision of this Disclosure Agreement, any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Bond Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

No Owner or Beneficial Owner may institute such action, suit or proceeding to compel performance unless they shall have first delivered to the Issuer satisfactory written evidence of their status as such, and a written notice of and request to cure such failure, and the Issuer shall have refused to comply therewith within a reasonable time.

SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Issuer agrees, to the extent permitted by law, to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Issuer for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. In performing its duties hereunder, the Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Owners, or any other party. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

SECTION 12. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given to the Dissemination Agent (if other than the Issuer) at such address provided by the Dissemination to the Issuer, and to the Issuer as follows:

Disclosure Representative: City of Carlsbad 1635 Faraday Avenue Carlsbad, California 92008 Attention: Administrative Services Director

SECTION 13. Beneficiaries. This Disclosure Agreement inures solely to the benefit of the Issuer, the Dissemination Agent, the Underwriter and the Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

SECTION 14. Signature. This Disclosure Agreement has been executed by the undersigned on the date hereof, and such signature binds the Issuer to the undertaking herein provided.

CITY OF CARLSBAD COMMUNITY FACILITIES DISTRICT NO. 3

By: Its: City Manager of the City of Carlsbad

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EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

Name of Issuer: City of Carlsbad Community Facilities District No. 3

Name of Issue: 2016 Special Tax Refunding Bonds (Improvement Area 2)

Date of Issuance: September 1, 2016

NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement executed by the Issuer on the date of issuance of the Bonds. The Issuer anticipates that the Annual Report will be filed by _____________.

Dated: Dissemination Agent

By:


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APPENDIX D-2

FORM OF PROPERTY OWNER CONTINUING DISCLOSURE CERTIFICATE

Upon issuance of the Bonds, certain Property Owners propose to enter into a Continuing Disclosure Certificate in substantially the following form:

CITY OF CARLSBAD COMMUNITY FACILITIES DISTRICT NO. 3 2016 SPECIAL TAX REFUNDING BONDS

(IMPROVEMENT AREA 2)

This Continuing Disclosure Certificate, dated as of September 1, 2016 (the “Disclosure Certificate”), is made and entered into by _______ (the “Property Owner”) in connection with the issuance by City of Carlsbad Community Facilities District No. 3 (the “Issuer”) of its 2016 Special Tax Refunding Bonds (Improvement Area 2) (the “Bonds”). The Bonds are being issued pursuant to the Mello Roos Community Facilities Act of 1982, as amended, a resolution adopted by the City Council of the City of Carlsbad, as the legislative body of the Issuer, on July 26, 2016, and a Bond Indenture, dated as of September 1, 2016 (the “Indenture”), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee.

The Property Owner covenants and agrees as follows:

SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Property Owner for the benefit of the holders and beneficial owners of the Bonds.

SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined herein, the following capitalized terms shall have the following meanings:

“Affiliate” of another Person means: (a) a Person directly or indirectly owning, controlling, or holding with power to vote, 5% or more of the outstanding voting securities of such other Person; (b) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other Person; and (c) any Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For purposes hereof, “control” means the power to exercise a controlling influence over the management or policies of a Person, unless such power is solely the result of an official position with such Person.

“Annual Report” means any Annual Report provided pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Annual Report Date” means March 31 of each year. The first Annual Report Date shall be March 31, 2017.

“Assumption Agreement” means an agreement or certificate of a Major Property Owner or an Affiliate thereof for the benefit of the holders and beneficial owners of the bonds containing terms that are substantially similar to this Disclosure Certificate, whereby such Major Property Owner or Affiliate agrees to provide Annual Reports and notices of Listed Events with respect to the portion of the Property owned by such Major Property Owner and its Affiliates.

“Bond Counsel” means an attorney or a firm of attorneys whose experience in matters relating to the issuance of obligations by the states and their political subdivisions and the tax-exempt status of the interest thereon is recognized nationally.

“Dissemination Agent” means the Property Owner or any other dissemination agent designated in writing by the Property Owner and which has filed with the Issuer a written acceptance of such designation.

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“Financial Statements” means, with respect to a Major Property Owner, the full financial statements, special purpose financial statements, project operating statements or other reports reflecting the financial position of each entity, enterprise, fund, account or other Person (other than a financial institution acting as a lender in the ordinary course of business) identified in such Major Property Owner’s Property development or financing plan as a source of future funding for such Major Property Owner’s property development plan, which statements shall be prepared in accordance with generally accepted accounting principles, as in effect from time to time, and which statements may be audited or unaudited; provided that, if such financial statements or reports are otherwise prepared as audited financial statements or reports, then “Financial Statements” means such audited financial statements or reports.

“Improvement Area” means Improvement Area 2 of the Issuer.

“Listed Event” means any of the events listed in Section 5(a) of this Disclosure Certificate.

“Major Property Owner” means, as of any date, an owner of land in the Improvement Area which is responsible in the aggregate for 10% or more of the Special Taxes in the Improvement Area anticipated to be levied at any time during the then-current Fiscal Year.

“MSRB” means the Municipal Securities Rulemaking Board.

“Official Statement” means the Official Statement, dated August 17, 2016, relating to the Bonds.

“Participating Underwriter” means Stifel, Nicolaus & Company, Incorporated.

“Person” means an individual, a corporation, a partnership, an association, a joint stock company, a trust, a limited liability company, any unincorporated organization or a government or political subdivision thereof.

“Property” means the parcels within the boundaries of the Issuer that are subject to Special Taxes.

“Repository” means the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.

“Rule” means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

SECTION 3. Provision of Annual Reports.

(a) Not later than each Annual Report Date, the Property Owner shall (or shall cause the Dissemination Agent to) file an Annual Report which is consistent with the requirements of Section 4 with the Repository. The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4; provided that the Financial Statements of the Property Owner (if required) may be submitted separately from the balance of the Annual Report and later than the Annual Report Date if the audited Financial Statements are not available by such date. The Property Owner shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the Property Owner hereunder. The Dissemination Agent may conclusively rely upon such certification of the Property Owner and shall have no duty or obligation to review such Annual Report.

(b) If the Dissemination Agent, if other than the Property Owner, has not received a copy of the Annual Report by five (5) Business Days prior to an Annual Report Date, the Dissemination Agent shall notify the Property Owner of such failure to receive the Annual Report. If the Dissemination Agent is unable to verify that an Annual Report has been provided to the Repository and the Participating Underwriter by the Annual Report Date, the Dissemination Agent shall send a notice to the Repository in substantially the form attached as Exhibit A.

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(c) The Property Owner, or the Dissemination Agent (if other than the Property Owner), shall: (i) provide each Annual Report to the Repository as provided herein; and (ii) if it has provided the applicable report pursuant to clause (i) above, file a report with the Issuer (and the Property Owner, if the Dissemination Agent is other than the Property Owner) certifying that it provided the Annual Report pursuant to this Disclosure Certificate and stating the date when it was provided to the Repository.

SECTION 4. Content of Annual Reports. Each Annual Report shall contain or incorporate by reference the information set forth in Exhibit B, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Property Owner or public entities, which have been submitted to the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Property Owner shall clearly identify each such other document so included by reference.

In addition to any of the information expressly required to be provided in Exhibit B, each Annual Report shall include such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Major Property Owners that are Affiliates of each other may file either separate Annual Reports or combined Annual Reports covering all such entities.

SECTION 5. Reporting of Listed Events.

(a) The Property Owner shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:

(i) bankruptcy or insolvency proceedings commenced by or against the Property Owner and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Property Owner which are reasonably likely to have a significant impact on the Property Owner’s ability to pay Special Taxes or to sell or develop the Property;

(ii) failure to pay any taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property prior to the delinquency date;

(iii) filing of a lawsuit of which the Property Owner is aware against the Property Owner or an Affiliate of the Property Owner seeking damages which is reasonably likely to have a significant impact on the Property Owner’s ability to pay Special Taxes or to sell or develop the Property;

(iv) damage to or destruction of any of the improvements on the Property; and

(v) any payment default or other default by the Property Owner on any loan with respect to the construction of improvements on the Property.

(b) Whenever the Property Owner obtains knowledge of the occurrence of a Listed Event, the Property Owner shall as soon as possible determine if such event would be material under applicable Federal securities law.

(c) If the Property Owner determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Property Owner shall, or shall cause the Dissemination Agent to, promptly file a notice of such occurrence with the Repository, if any, with a copy to the Fiscal Agent, the City and the Participating Underwriter.

SECTION 6. Assumption of Obligations. If a portion of the Property owned by the Property Owner, or any Affiliate of the Property Owner, is conveyed to a Person that, upon such conveyance, will be a Major Property Owner, the obligations of the Property Owner hereunder with respect to the Property owned by such Major Property

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Owner and its Affiliates may be assumed by such Major Property Owner or by an Affiliate thereof. In order to effect such assumption, such Major Property Owner or Affiliate shall enter into an Assumption Agreement.

SECTION 7. Termination of Reporting Obligation. The Property Owner’s obligations hereunder shall terminate (except as provided in Section 12 hereof) upon the earliest to occur of: (a) the legal defeasance, prior redemption or payment in full of all the Bonds; or (b) the first date on which the Property Owner: (i) is no longer a Major Property Owner; (ii) has no obligations hereunder with respect to any property because such obligations have been assumed by one or more Major Property Owners or Affiliates thereof pursuant to an Assumption Agreement; (iii) prepays in full all of the Special Taxes attributable to its property in the Improvement Area; or (iv) has completed construction of all buildings to be constructed within property it owns in the Improvement Area.

Upon the occurrence of any such termination prior to the final maturity of the Bonds, the Property Owner shall, or shall cause the Dissemination Agent to, give notice of such termination in the same manner as for a Listed Event under Section 5(c).

SECTION 8. Dissemination Agent. The Property Owner may, from time to time, appoint a Dissemination Agent or discharge a Dissemination Agent with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty (30) days’ written notice to the Property Owner and the Issuer. If at any time there is no other designated Dissemination Agent, the Property Owner shall be the Dissemination Agent. If the Dissemination Agent is an entity other than the Property Owner, the Property Owner shall be responsible for paying the fees and expenses of such Dissemination Agent for its services provided hereunder.

SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Property Owner and the Dissemination Agent, if other than the Property Owner, may amend this Disclosure Certificate (and the Dissemination Agent shall agree to any amendment so requested by the Property Owner, so long as such amendment does not adversely affect the rights or obligations of the Dissemination Agent), and any provision of this Disclosure Certificate may be waived, provided that: (a) if the amendment or waiver relates to Sections 3(a), 4 or 5(a), such amendment or waiver is made in connection with a change in legal requirements, change in law or change in the identity, nature or status of the Property Owner or the type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of Bond Counsel approved by the Issuer and the Participating Underwriter, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the amendment or waiver either: (i) is approved by the Bond Owners in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Bond Owners; or (ii) does not, in the opinion of the Issuer or Bond Counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Property Owner from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Property Owner chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Property Owner shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 11. Default. In the event of a failure of the Property Owner or the Dissemination Agent to comply with any provision of this Disclosure Certificate, the Dissemination Agent may (and, at the written request of the Participating Underwriter or the Owners of at least 25% of the aggregate principal amount of Outstanding Bonds, and upon being indemnified to its reasonable satisfaction against the costs, expenses and liabilities to be incurred in compliance with such request, shall), or the Participating Underwriter or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Property Owner or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event

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of any failure of the Property Owner or the Dissemination Agent to comply with this Disclosure Certificate shall be an action to compel performance.

SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not have any responsibility for the content of any Annual Report or notice of a Listed Event or any duty to review any Annual Report. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Property Owner agrees to indemnify and save the Dissemination Agent, including its officers, directors, employees and agents (each, an “Indemnified Party”), harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding losses, expenses and liabilities due to such Indemnified Party’s negligence or willful misconduct. The obligations of the Property Owner under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

The Dissemination Agent will not, without the Property Owner’s prior written consent, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Property Owner and its Affiliates from all liability arising out of any such claim, action or proceedings. A request by the Dissemination Agent for the Property Owner’s written consent shall be answered within a reasonable amount of time to allow the Dissemination Agent to act in a timely manner. If any claim, action or proceeding is settled with the consent of the Property Owner or if there is a judgment (other than a stipulated final judgment without the approval of the Property Owner) for the plaintiff in any such claim, action or proceeding, with or without the consent of the Property Owner, the Property Owner agrees to indemnify and hold harmless the Dissemination Agent to the extent described herein.

SECTION 13. Notices. Any notices or communications to or among any of the parties to this Disclosure Certificate may be given as follows:

Issuer: City of Carlsbad Community Facilities District No. 3

635 Faraday Avenue Carlsbad, California 92008

Property Owner: [PROPERTY OWNER ADDRESS]

Participating Underwriter: Stifel, Nicolaus & Company, Incorporated One Montgomery Street, 35th Floor San Francisco, California 94104 Attn: Public Finance Department

SECTION 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Property Owner (and its successors and assigns), the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. All obligations of the Property Owner hereunder shall be assumed by any legal successor to the obligations of the Property Owner as a result of a sale, merger, consolidation or other reorganization.

SECTION 15. Assignability. The Property Owner shall not assign this Disclosure Certificate or any right or obligation hereunder except to the extent permitted to do so under the provisions of Section 6 hereof. The Dissemination Agent may, with prior written notice to the Property Owner and the Issuer, assign this Disclosure Certificate and the Dissemination Agent’s rights and obligations hereunder to a successor Dissemination Agent.

SECTION 16. Merger. Any person succeeding to all or substantially all of the Dissemination Agent’s corporate trust business shall be the successor Dissemination Agent without the filing of any paper or any further act.

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SECTION 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

SECTION 18. Governing Law. The validity, interpretation and performance of this Disclosure Certificate shall be governed by the laws of the State of California.

SECTION 19. Counterparts. This Disclosure Certificate 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.

________, as Property Owner

By: Its:

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EXHIBIT A

NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT

Name of Obligated Person: ________ (the “Property Owner”)

Name of Bond Issue: City of Carlsbad Community Facilities District No. 3 2016 Special Tax Refunding Bonds (Improvement Area 2) (the “Bonds”)

Date of Issuance: September 1, 2016

NOTICE IS HEREBY GIVEN that the Property Owner has not provided an Annual Report with respect to the Bonds as required by Section 3 of the Continuing Disclosure Certificate of the Property Owner dated as of September 1, 2016. The Property Owner anticipates that the required report will be filed by _____ __, 20__.

Dated: _________ __, 20__

____________, as Property Owner By:

cc: City of Carlsbad

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EXHIBIT B

ANNUAL REPORT

CITY OF CARLSBAD COMMUNITY FACILITIES DISTRICT NO. 3 2016 SPECIAL TAX REFUNDING BONDS

(IMPROVEMENT AREA 2)

This Annual Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (the “Disclosure Certificate”) dated as of September 1, 2016 executed by the undersigned (the “Property Owner”) in connection with the issuance of the above-captioned obligations (the “Bonds”).

Capitalized terms used in this Annual Report but not otherwise defined have the meanings given to them in the Disclosure Certificate.

I. Property Ownership and Development

The information in this section is provided as of ______ __, 20__, which date is not more than 60 days before the date of this Annual Report.

A. Property currently owned by the Property Owner in the Improvement Area (the “Property”):

Development name: ________________________________________________________________

Number of lots (acreage): ___________________________________________________________

B. Status of land development or construction activities:

_________________________________________________________________________________

_________________________________________________________________________________

C. Status of building permits and any significant amendments to land use or development

entitlements:

_________________________________________________________________________________

_________________________________________________________________________________

D. Aggregate property sold, optioned or leased by the Property Owner to end users or merchant builders:

Since the Date of Issuance of the Bonds Since the Date of the Last Annual Report

Acres* _______________________________ Acres* _______________________________

Lots _________________________________ Lots _________________________________

Building Square Feet ___________________ Building Square Feet ___________________

_______

* For bulk land sales only (excluding sales of finished lots or completed buildings).

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E. Status of any land purchase contracts with regard to the Property, whether acquisition of land in the Improvement Area by the Property Owner or sales of land in the Improvement Area to other property owners, distinguishing between: (i) end users (e.g., condominiums); (ii) developers; and (iii) merchant builders.

_________________________________________________________________________________

_________________________________________________________________________________

F. With respect to occupied buildings owned and leased by Property Owner: (i) occupancy percentage; and (ii) a rent roll consisting solely of: (A) term of lease; and (B) number of square feet subject to the lease.

_________________________________________________________________________________

_________________________________________________________________________________

II. Legal and Financial Status of Property Owner

Unless such information has previously been included or incorporated by reference in an Annual Report, describe any change in the legal structure of the Property Owner or the financial condition and financing plan of the Property Owner that would materially and adversely interfere with its ability to complete its development plan described in the Official Statement, if any.

_________________________________________________________________________________

_________________________________________________________________________________

III. Change in Development or Financing Plans

Unless such information has previously been included or incorporated by reference in an Annual Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development plans or financing plans described in the Official Statement, if any.

_________________________________________________________________________________

_________________________________________________________________________________

IV. Official Statement Updates

Unless such information has previously been included or incorporated by reference in an Annual Report, describe any other significant changes in the information relating to the Property Owner or the Property contained in the Official Statement under the heading “THE IMPROVEMENT AREA—Property Ownership” that would materially and adversely interfere with the Property Owner’s ability to develop and sell the Property as described in the Official Statement.

_________________________________________________________________________________

_________________________________________________________________________________

V. Other Material Information

In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

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_________________________________________________________________________________

_________________________________________________________________________________

Certification

The undersigned Property Owner hereby certifies that this Annual Report constitutes the Annual Report required to be furnished by the Property Owner under the Disclosure Certificate.

ANY OTHER STATEMENTS REGARDING THE PROPERTY OWNER, THE DEVELOPMENT OF THE PROPERTY, THE PROPERTY OWNER’S FINANCING PLAN OR FINANCIAL CONDITION, OR THE BONDS, OTHER THAN STATEMENTS MADE BY THE PROPERTY OWNER IN AN OFFICIAL RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD OR A NATIONALLY RECOGNIZED MUNICIPAL SECURITIES INFORMATION REPOSITORY, ARE NOT AUTHORIZED BY THE PROPERTY OWNER. THE PROPERTY OWNER IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS. THE PROPERTY OWNER HAS NO OBLIGATION TO UPDATE THIS ANNUAL REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.

Dated: ______ __, 20__ __________________, as Property Owner

By: Its:

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APPENDIX E

FORM OF OPINION OF BOND COUNSEL

Upon issuance of the Bonds, Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, proposes to render its final approving opinions with respect to the Bonds in substantially the following form:

September 1, 2016

City of Carlsbad Community Facilities District No. 3 Carlsbad, California

Re: $13,015,000 City of Carlsbad Community Facilities District No. 3 2016 Special Tax Refunding Bonds (Improvement Area 2)

Ladies and Gentlemen:

We have examined the Constitution and the laws of the State of California (the “State”), a certified record of the proceedings of the City of Carlsbad (the “City”) taken in connection with the formation of City of Carlsbad Community Facilities District No. 3 (the “District”) and the authorization and issuance of the District’s 2016 Special Tax Refunding Bonds (Improvement Area 2) in the aggregate principal amount of $13,015,000 (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 City, 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), and a Bond Indenture dated as of September 1, 2016 (the “Indenture”), by and between the District and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms not defined herein have the meanings set forth in the Indenture.

The Bonds are dated their date of delivery and mature on the dates and in the amounts set forth in the Indenture. The Bonds bear interest payable semiannually on each March 1 and September 1, commencing on March 1, 2017, at the rates per annum set forth in the Indenture. The Bonds are registered Bonds in the form set forth in the Indenture, redeemable in the amounts, at the times and in the manner provided for in the Indenture.

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 Indenture. The Bonds are limited obligations of the District but are not a debt of the City, the State 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 City, the State or any of its political subdivisions is pledged for the payment thereof.

(2) The execution and delivery of the Indenture has been duly authorized by the District, and the Indenture is valid and binding upon the District and is enforceable in accordance with its terms, provided,

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however, that we express no opinion as to the enforceability of the covenant of the District contained in the Indenture to levy Special Taxes for the payment of Administrative Expenses or as to any indemnification, penalty, choice of law, choice of forum or waiver provisions contained therein.

(3) The Indenture creates a valid pledge of that which the Indenture purports to pledge, subject to the provisions of the Indenture.

(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) may be included as an adjustment in the calculation of alternative minimum taxable income, which may affect the alternative minimum tax liability of corporations.

(5) Interest (and original issue discount) on the Bonds is exempt from State personal income tax.

(6) The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is 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 Bond owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Bond owner will increase the Bond owner’s basis in the applicable Bond. The amount of original issue discount that accrues to the Bond owner 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 and is exempt from State personal income tax.

(7) The amount by which a Bond owner’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 Bond owner’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 Bond owner 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. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable bond premium.

The opinions expressed in paragraphs (4) and (6) above as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on the Bonds are based upon certain representations of fact and certifications made by the District and are subject to the condition that the District comply with certain covenants and 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 covenants and requirements of the Code may 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.

The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. We call attention to the fact that the rights and obligations of the District under the Indenture and the Bonds are subject to and may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies

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are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State.

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 Indenture.

We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement relating to the Bonds or other offering material relating to the Bonds and expressly disclaim any duty to advise the owners of the Bonds with respect to matters contained in the Official Statement.

Certain requirements and procedures contained or referred to in the Indenture and Tax Certificate may be changed, and certain actions may be taken or omitted, under the circumstances and subject to the terms and conditions set forth in the Indenture and Tax Certificate relating to the Bonds, upon the advice or with the approving opinion of counsel nationally recognized in the area of tax-exempt obligations. We express no opinion as to the effect on the exclusion from gross income for federal income tax purposes of the interest (and original issue discount) on any Bonds if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation.

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). Our engagement as bond counsel to the District terminates upon the issuance of the Bonds.

Respectfully submitted,


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APPENDIX F

BOOK-ENTRY ONLY SYSTEM

The information in this Appendix concerning DTC and DTC’s book-entry only system has been obtained from sources that the District and the Underwriter believe to be reliable, but neither the District nor the Underwriter takes any responsibility for the completeness or accuracy thereof. The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, premium, if any, accreted value and interest on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered bond will be issued for each annual maturity of the Bonds, each in the aggregate principal amount of such annual maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, 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. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual

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Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

A Bond Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Bonds to the Trustee’s DTC account. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, physical certificates are required to be printed and delivered.

The Authority may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, bonds will be printed and delivered to DTC.

THE TRUSTEE, AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO OWNERS ONLY TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY DTC PARTICIPANT TO NOTIFY ANY BENEFICIAL OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT THE VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE.

APPENDIX G

APPRAISAL


APPRAISAL REPORT

COMMUNITY FACILITIES DISTRICT NO. 3 IA2 OF THE

CITY OF CARLSBAD

City of Carlsbad, San Diego County, California (Appraisers’ File No. 2016-1133)

Prepared For City of Carlsbad

1635 Faraday Avenue Carlsbad, CA 92008

Prepared By

Kitty Siino & Associates, Inc. 115 East Second Street, Suite 100

Tustin, California 92780

KITTY SIINO & ASSOCIATES, INC. REAL ESTATE APPRAISERS & CONSULTANTS July 19, 2016 Mr. Aaron Beanan, Senior Accountant City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Reference: Appraisal Report Community Facilities District No. 3 IA2 of the City of Carlsbad (Carlsbad Oaks North)

Faraday Avenue at El Fuerte Street, Carlsbad, California Dear Mr. Beanan: At the request and authorization of the City of Carlsbad, we have completed an Appraisal Report for the majority of lands within Community Facilities District No. 3 Improvement Area No. 2 of the City of Carlsbad (“CFD No. 3 IA2”) which consists of approximately 150 net acres of industrial property which is developed into generally finished industrial lots. There is one existing building (Ionis Pharmaceuticals) located within CFD No. 3 IA2. This existing building and land is not included within this appraisal report, however we will report the current assessed value for this site. The reported assessed value should not be misconstrued as an appraised value. The subject parcels include 15 finished lots and one large parcel physically developed into six additional finished lots. The valuation method used in this report is the Sales Comparison Approach and a Discounted Cash Flow Analysis as defined within this report. The fee simple estate of the subject property has been valued subject to the CFD No. 3 IA2 special tax lien. As a result of our investigation, the concluded minimum market value for the subject property is:

Lot Nos.

Owner Appraised Value

4, 5 Victory Carlsbad Oaks Innovation L.P. $6,008,673 7 Hughes Whiptail LLC $4,539,823 8 RAF Group Lot 8 LLC $8,860,104 13 APG Carlsbad I LLC/PRE IV C Oaks LLC/SR 22 Carlsbad Oaks

Distribution

$9,981,494 17 Moorpark Ventures L.P. $4,900,500 18, 19 Carlsbad Oaks Partners LLC $6,978,312 1,2 3, 6,15, 16,20-25


$53,694,000

Total Aggregate Appraised Value $94,962,906

115 East Second Street, Suite 100, Tustin, California 92780 (714) 544-9978 - Phone, (714) 544-9985 – Fax, E-Mail: [email protected]

Mr. Aaron Beanan City of Carlsbad July 19, 2016 Page Two The above values are stated as of July 1, 2016 and subject to the attached Assumptions and Limiting Conditions and Appraiser’s Certification.

Reporting of Assessed Value

Lot 14 Isis Pharmaceuticals, Inc LF BMR-Gazelle Court $57,180,000 Some supporting documentation concerning the data, reasoning and analyses may be retained in the appraiser’s files. The information contained in this report is specific to the needs of the client and for the intended use stated in this report. This Appraisal Report is intended to comply with both the Uniform Standards of Professional Appraisal Practice (“USPAP” January 2014) and with the Appraisal Standards of the California Debt and Investment Advisory Commission (“CDIAC”). Investment Advisory Commission. The appraiser is not responsible for unauthorized use of this report. This letter of transmittal is part of the attached report, which sets forth the data and analyses upon which our opinion of value is, in part, predicated. Respectfully submitted, KITTY SIINO & ASSOCIATES, INC.

Kitty S. Siino, MAI California State Certified General Real Estate Appraiser (AG004793)

TABLE OF CONTENTS Assumptions and Limiting Conditions............................................................................... i

Aerial Photo of CFD No. 3 IA2 ........................................................................................ iv

Purpose of the Appraisal ................................................................................................ 1

The Subject Property ..................................................................................................... 1

Intended Use of the Report ............................................................................................ 2

Definitions ...................................................................................................................... 2

Property Rights Appraised ............................................................................................. 3

Effective Date of Value ................................................................................................... 4

Date of Report ................................................................................................................ 4

Scope of Appraisal ........................................................................................................ 4

Regional Area Map.......................................................................................................... 7

County of San Diego Area Description ........................................................................... 8

Carlsbad Area Map ....................................................................................................... 15

City of Carlsbad Description .......................................................................................... 16

Immediate Surroundings ............................................................................................... 18

Carlsbad Oaks North Business Park ............................................................................. 19

Community Facilities District No. 3 ............................................................................... 21

Subject Property Description ......................................................................................... 22

San Diego County/City of Carlsbad Industrial Market Overview ................................... 32

Highest and Best Use Analysis ..................................................................................... 36

Valuation Analysis and Conclusions ............................................................................. 40

Appraisal Report Summary ........................................................................................... 59

Appraiser’s Certification ............................................................................................... 60

ADDENDA CFD No. 3 IA2 Boundary Map Tract Maps 97-13-01, 02 & 03 Cost Estimate Discounted Cash Flow Analysis Land Sales Map and Detail Sheets Marketing Brochure Preliminary Title Report FEMA Map Appraiser’s Qualifications

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ASSUMPTIONS AND LIMITING CONDITIONS

1. This report might not include full discussions of the data, reasoning and analyses that

were used in the appraisal process to develop the appraiser’s opinion of value. Some supporting documentation concerning the data, reasoning and analyses may be retained in the appraiser’s files. The information contained in this report is specific to the needs of the client and for the intended use stated in this report. The appraiser is not responsible for unauthorized use of this report.

2. No responsibility is assumed for legal or title considerations. Title to the property is

assumed to be good and marketable unless otherwise stated in this report. 3. It is assumed that the subject property is subject to the special tax lien of CFD No.

3 IA2. 4. Responsible ownership and competent property management are assumed unless

otherwise stated in this report. 5. The information furnished by others is believed to be reliable; however, no warranty

is given for its accuracy. 6. All engineering is assumed to be correct. Any plot plans and illustrative material

used in this report are included only to assist the reader in visualizing the property and may not be to scale.

7. It is assumed that there are no hidden or unapparent conditions of either property,

subsoil or structures that would render them more or less valuable. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them.

8. It is assumed that there is full compliance with all applicable federal, state and local

environmental regulations and laws unless otherwise stated in this report. 9. It is assumed that all applicable zoning and use regulations and restrictions have

been complied with, unless nonconformity has been stated, defined and considered in this appraisal report.

10. It is assumed that all required licenses, certificates of occupancy or other legislative

or administrative authority from any local, state or national governmental or private entity or organization have been or can be obtained or renewed for any use on which the value estimates contained in this report are based.

11. Any sketch or photograph included in this report may show approximate dimensions

and is included only to assist the reader in visualizing the properties. Maps, photographs and exhibits found in this report are provided for reader reference

_________________________________________________________________________________________________________ Appraisal Report City of Carlsbad Community Facilities District No. 3 IA2 (Majority of) Carlsbad Oaks North Business Park Kitty Siino & Associates, Inc. Page ii

purposes only. No guarantee regarding accuracy is expressed or implied unless otherwise stated in this report. No survey has been made for the purpose of this report.

12. It is assumed that the utilization of the land and improvements (if any) are within the

boundaries or property lines of the property described and that there is no encroachment or trespass unless otherwise stated in this report.

13. The appraiser is not qualified to detect hazardous waste and/or toxic materials. Any

comment by the appraiser that might suggest the possibility of the presence of such substances should not be taken as confirmation of the presence of hazardous waste and/or toxic materials. Such determination would require investigation by a qualified expert relating to asbestos, urea-formaldehyde foam insulation or other potentially hazardous materials that may affect the value of the property. The appraiser’s value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value unless otherwise stated in this report. No responsibility is assumed for any environmental conditions or for any expertise or engineering knowledge required to discover them. The appraiser’s descriptions and resulting comments are the result of the routine observations made during the appraisal process.

14. Proposed improvements, if any, are assumed to be completed in a good

workmanlike manner in accordance with the submitted plans and specifications. 15. The distribution, if any, of the total valuation in this report between land and

improvements applies only under the stated program of utilization. The separate allocations for land and buildings, if any, must not be used in conjunction with any other appraisal and are invalid if so used.

16. The Americans with Disabilities Act (“ADA”) became effective on January 26, 1992

and have been updated several times since then. The appraiser has made no specific compliance survey and analysis of the property to determine whether they conform to the various detailed requirements of the ADA, nor is the appraiser a qualified expert regarding the requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the ADA. If so, this fact could have a negative effect upon the value of the property. Since the appraiser has no direct evidence relating to this issue, a possible noncompliance with requirements of the ADA in estimating the value has not been considered.

17. It is assumed there are no environmental concerns that would slow or thwart

development of the subject properties and that the soils are adequate to support the highest and best use conclusions.

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18. It is assumed that the sales information provided by the developers is true and accurate. We have reviewed and analyzed the sales along with checking samples on various public record documents and the information appears to be correct.

19. Possession of this report, or a copy thereof, does not carry with it the right of

publication. It may not be used for any purpose by any person other than the party to whom it is addressed without the written consent of the appraiser, and in any event, only with proper qualification and only in its entirety. Permission is given for this appraisal to be published as a part of the Official Statement or similar document for the CFD No. 3 IA2 Special Tax Bonds.

20. It is an assumption of this report that the soils are adequate to support the highest and best use conclusion and that there are no environmental issues which would slow or thwart development of the property.

EXTRAORDINARY ASSUMPTION

1. It is assumed that the cost estimate supplied by the master developer to complete the development of the site is true and accurate. Upon our review the costs appear reasonable for the remaining work. However, if the costs are different, it may change the final value conclusion of the master developer owned lands.

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PURPOSE OF THE APPRAISAL The purpose of this appraisal report is to estimate the value of the fee simple interest of

the subject property, subject to the special tax lien of the CFD No. 3 IA2 Special Tax

Bonds.

THE SUBJECT PROPERTY There is one completed building located within CFD No. 3 IA2 (Ionis Pharmaceuticals Inc)

which is not a part of this appraisal. The remainder of the lands within CFD No. 3 IA2 are

considered to be the subject property of this appraisal report. The subject property is

located at Faraday Avenue and El Fuerte Street in the City of Carlsbad and is being

developed as the Carlsbad Oaks North Business Park. Below is a detail showing

ownership and condition of the subject property.

Lot Number(s)

Net Ac

Ownership

Condition/Status

Lot 1 6.0 Techbilt, Construction Inc. Finished Lot Lot 2, 3, 6, 15, 16, 29.3 Carlsbad Oaks North Ventures LP Finished Lots Lot 4, 5 8.36 Victory Carlsbad Oaks Innovation Finished Lots Lot 7 5.79 Hughes Whiptail LLC Finished Lot Lot 8 11.3 RAF Group Lot 8 LLC Finished Lot Lot 13 11.8 SR 22 Carlsbad Oaks Dist., et al Building Under Const. Lot 17 7.5 Moorpark Venture LP Finished Lot Lot 18, 19 8.9 Carlsbad Oaks Partners LLC Finished Lot Lot 20, 21, 22, 23, 24 & 25 49.0 Carlsbad Oaks North Partners LP Generally Finished Lots Total 137.95

It should be noted that there is an additional 12.3 net acres within the developed Lot 14

owned by a related entity to Ionis Pharmaceuticals, Inc. which is not considered to be a

part of this appraisal report, however is located within CFD No. 3 IA2.

INTENDED USE OF THE REPORT It is the appraiser’s understanding that the client, the City of Carlsbad, will utilize this

report in disclosure documents related to the refunding of the Special Tax Bonds of CFD


No. 3 IA2. This report may be included in the Official Statement or similar document to

be distributed in connection with the marketing and offering of the bonds. It is the

appraiser’s understanding that there are no other intended uses of this report.

DEFINITIONS Market Value The term “Market Value” as used in this report is defined as:

"The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:

1. buyer and seller are typically motivated; 2. both parties are well informed or well advised, and each acting in what

he or she considers his or her own best interest; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of financial

arrangements comparable thereto; and 5. the price represents the normal consideration for the property sold

unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.”1

Inherent in the Market Value definition is exposure time or the time the subject property

would have been exposed on the open market prior to the appraisal in order to sell at the

concluded values. In the case at hand and considering current market conditions the

exposure time for each individually owned property or the entire developer owned

property in a bulk sale is less than one year at the concluded values.

Finished Lot The term “Finished Lot” is defined as:

“A parcel which has legal entitlements created by a recorded map, whose physical characteristics are a graded level lot with infrastructure contiguous to the lot, asphalt paved roads and the necessary utilities. This term

1 The Appraisal of Real Estate, 13th Edition


assumes the payment of all applicable development fees with the exception of building permit and plan check fees.”

Gross Acres The term “Gross Acres” within this report is defined as the reported acreage on the

San Diego County Assessor’s Maps.

Net Acres The term “Net Acres” is defined within this report as the net acreage as shown on

the current marketing brochure, a copy of which is located in the Addenda.

According to the property owner and brokers representing the owner, the current

brochure represents the net saleable acres for each lot.

Bulk Value Bulk Sale Value is defined by CDIAC Appraisal Guidelines as follows:

The most probable price, in a sale of all parcels under a single ownership within a tract or development project, to a single purchaser or sales to multiple buyers, over a reasonable absorption period discounted to present value, as of a specified date, in cash or in terms equivalent to cash, for which the property rights should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with buyer and seller each acting prudently, knowledgeably and for self-interest, and assuming that neither is under undue stress.

Discounted Cash Flow Analysis Discounted Cash Flow Analysis is defined by the Dictionary of Real Estate

Appraisal (Fourth Edition) as:

“The procedure in which a discount rate is applied to a set of projected income streams and a reversion. The analyst specified the quantity, variability, timing, and duration of the income streams as well as the quantity and timing of the reversion and discounts each to its present value at a specified yield rate. DCF analysis can be applied with any yield capitalization technique and may be performed on either a lease-by-lease or an aggregate basis.”

In the case at hand, a Discounted Cash Flow Analysis will be used to conclude at a bulk

value for the master developer owned lands.


Extraordinary Assumption The term “extraordinary assumption” is defined by USPAP as:

“An assumption, directly related to a specific assignment, which, if found to be false, could alter the appraiser’s opinions or conclusion”

The extraordinary assumption in this report is that the cost estimate provided by the

master developer/landowner are true and accurate. Our review of the costs suggest they

appear reasonable however if the costs differ, there may be a change in the value

conclusion.

PROPERTY RIGHTS APPRAISED

The property rights being appraised are of a fee simple estate interest, subject to

easements of record and subject to CFD No. 3 IA2. The definition of “fee simple estate”

is defined as:

“absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat.”2

EFFECTIVE DATE OF VALUE The subject properties are valued as of July 1, 2016.

DATE OF REPORT The date of this report is July 19, 2016.

SCOPE OF APPRAISAL

As previously stated, the purpose of this appraisal is to report the appraiser’s best

estimate of the market value for the subject property which consists of the majority of the

lands within CFD No. 3 IA2 which is known as Carlsbad Oaks North Business Park. There



is one fully developed parcel within the business park owned by a related entity to Ionis

Pharmaceuticals, Inc. which is NOT A PART of this appraisal however we will report the

San Diego County Assessed Value for this parcel (not to be misconstrued as an appraised

value). Within the business park there are 20 lots, 14 finished and six which are still under

a single assessor’s parcel which have, however, have been developed into generally

finished lots. The master developer (or a related entity) owns twelve of the lots and

investor/developers and/or owner/users own the remaining eight lots. This appraisal will

be presented in the following format:

• County of San Diego Description • City of Carlsbad Description • Carlsbad Oaks North Description • Brief Description of CFD No. 3 IA2 • Subject Property Description • San Diego County Industrial Market Analysis • Highest and Best Use Analysis • Valuation Procedure, Analysis and Conclusion • Appraisal Report Summary

In valuing the subject property, the value estimates will be based upon the highest and

best use conclusion using the Sales Comparison Approach. The Sales Comparison

Approach to value is defined as:

“…a set of procedures in which a value indication is derived by comparing the property being appraised to similar properties that have been sold recently, then applying appropriate units of comparison and making adjustments to the sales prices of the comparables based on the elements of comparison. The Sales Comparison Approach may be used to value improved properties, vacant land or land being considered as though vacant; it is the most common and preferred method of land valuation when an adequate supply of comparables is available.”3

In the Sales Comparison Approach, market value is estimated by comparing properties

similar to the subject that have recently been sold, are listed for sale or are under contract.

Neither a cost or income approach was utilized as they were not considered necessary

to arrive at credible results.

3 Dictionary of Real Estate Appraisal, Fourth Edition, 2002


In addition, due to the single ownership of twelve of the lots, a Discounted Cash Flow

Analysis will be used in the valuation. That is, a bulk value will be determined taking into

consideration the fair market value of the lots, any remaining development costs, the

marketing and carrying costs associated with selling the lots and a discount factor which

reflects a profit to the developer, the risk associated with the project and takes into

consideration the time value of money during the absorption period.

The due diligence of this appraisal report included the following: 1. Compiled demographic information and related that data to the subject properties to

perform a feasibility/demand analysis. 2. Gathered and analyzed information on the subject marketplace, reviewed several

real estate brokerage publications on historical and projected growth in the subject market and researched the micro and macro-economic outlook within San Diego County and the Carlsbad area.

3. Reviewed the City of Carlsbad Oaks North Business Park Specific Plan. 4. Inspected the subject properties between June 1 and July 1, 2016.

5. Had the site flown by an aerial photographer on June 12, 2016. 6. Interviewed representatives and or consultants from the property owners in order to

obtain project information for each site.

7. Interviewed City of Carlsbad representatives regarding approvals on the subject site.

8. Reviewed several brokerage publications and forecasts on Industrial Lands and product in San Diego County overall, North San Diego County and the City of Carlsbad.

9. Reviewed a Title Report on a portion of the subject property.

10. Searched the area for relevant comparable industrial land sales and verified each sale with a buyer or seller or broker familiar with the transaction along with verifying the transactions on public record.

11. Reviewed planned developments on the subject parcels when available.



COUNTY OF SAN DIEGO General Surroundings The subject property is located in the northwestern portion of the County of San Diego

(the “County”). The County is located in the southwest corner of the State of California

bordering Mexico on the south, Imperial County to the east, and Riverside and Orange

Counties to the north. The Pacific Ocean is its western border. The County has

approximately 4,525 square miles (325 square miles of which is water) and includes

terrain from ocean beaches to foothills to mountains and deserts. San Diego has 70 miles

of coastline and the climate ranges from Mediterranean to semi-arid.

Population The San Diego region has experienced faster growth rates than most of California during

the past several decades. Between January 1990 and January 2000, county population

grew from 2,480,072 to 2,813,833 or an annual average of approximately 1.15 percent

per year. According to the California Department of Finance the January 2016 population

count for the County is estimated at 3,288,612, a 0.8 percent increase over the past year,

however a 0.98 average percent increase over the past 16 years. Current projections

from San Diego Regional Planning Agency (SANDAG) estimate the county population

will increase to 3,535,000 by 2020 (a 1.8 percent annual increase over the next four

years), and 4,384,867 by 2050 (a 0.85 percent average annual increase over the next

thirty-four years).

Transportation

Four major interstate freeways bisect the County of San Diego: Interstate 5 (“I-5”),

Interstate 15 (“I-15”), Interstate 8 (“I-8”) and Interstate 805 (“I-805”). I-5 is the major

north/south arterial throughout the State of California. It generally follows the coastal route

in the San Diego County area. I-15 is also a north/south arterial; however, it is located

inland through the more mountainous regions of the County. I-8 provides east/west

access through the southern portion of the County of San Diego, while I-805 generally

parallels I-5 beginning near Del Mar providing an alternate route between I-15 and I-5.


The County is well served by Amtrak and Metrolink. In addition, downtown San Diego

has a trolley which provides access around the downtown area and to the Mexican border.

Air service is provided by San Diego International Airport (approximately 30 miles south),

John Wayne Airport in Orange County (approximately 45 miles north), and McClellan-

Palomar Airport in Carlsbad (approximately one mile west).

Economy

As with the rest of the nation, San Diego County experienced a strong recession.

Although the County had a strong employment record between 1995 and 2007, between

2008 and 2011 unemployment increased. However, since mid-2011 the unemployment

rate has generally been decreasing.

The unemployment rate for the County is currently 4.5 percent (per the Employment

Development Department – April 2016) after peaking at 11.0 percent in January 2010.

The current rate of 4.5 percent represents an increase from December 2006 when rates

were 3.7 percent, however is considered good. The current unemployment rate for the

County of 4.5 percent is lower than the California rate of 5.2 percent and similar when

compared to the April 2016 national rate of 4.7 percent. Below is a table depicting San

Diego County in relationship to unemployment rates of the surrounding counties:

Jurisdiction As of Unemployment Rate

Los Angeles County 4/16 5.1% Riverside County 4/16 5.7% San Bernardino County 4/16 5.5% Orange County 4/16 3.9% San Diego County 4/16 4.5%

Source: State of California E.D.D. Employment has been a bright spot in the San Diego area. Between January 2015 and

January 2016 the region added 39,200 jobs, an increase of 2.9 percent which was well

above the U.S. average of 1.9 percent. San Diego’s job growth was the 10th highest

during this time period, of the 25 largest metro areas in the U.S. Two key sectors of

growth are in professional and business services and the professional scientific and


technical services. Other major growth areas include construction, leisure and hospitality,

health care and social assistance and manufacturing which all recorded above average

year over year growth. The construction sector added 4,400 jobs for a 6.8 percent

increase year over year. Software development is fueling the San Diego region’s growing

tech hub with 21,600 software developers in San Diego who work across the software

ecosystem. Per the San Diego Regional EDC, the economic impact of San Diego’s

software ecosystem based industry is $12.2 billion annually. In addition, San Diego ranks

7th overall on the Software Power Index, ahead of Austin, Portland and New York. Finally

San Diego ranks 2nd in average annual pay for R & D employees at $176,000.

Over the past 20 years the County economy has had significant ups and downs. From

1997 through 2000 the economy grew at a rapid pace. In 2001 the national economy

entered a slight recession but rebounded in 2002 due to low interest loans and home

sales a strong force in the economy between 2002 and 2005. During this period, home

values increased almost 100 percent in areas of San Diego County. However, beginning

in 2005 there were significant decreases in the real estate market with sales and prices

falling upwards of 50 percent taking prices back to 2002 levels. Home values appeared

to hit bottom in 2009, remained essentially flat for three years with the exception of certain

pockets of development. San Diego County saw an improvement beginning in 2012 with

2013 showing significant appreciation in both the number of sales and pricing. In 2014

and 2015 the San Diego housing market saw a slowdown in the double digit appreciation

with prices growing at a more normal rate and sales stabilizing. Current median pricing

within the County reflect a 7.5 percent year over year increase with the median price for

a home currently at $489,000 which is 5.5 percent less than the peak in November 2005.

Sales numbers have stabilized and/or remained essentially flat still under average sales

rates with April 2016 home sales 1.7 percent under one year ago.

The Federal government attempted to correct the struggling economy by implementing

several economic stimulus packages during the Great Recession. The Federal Reserve

Board (“Board” or “Fed”) has kept interest rates below historical averages dropping rates

to zero in December 2008 until the December 2015 Board meeting when interest rates

were raised one-quarter of a percent. Future rate hikes are anticipated to be gradual and


will depend on growth in the U.S. and global economy. The Board is meeting in July and

September and while there are thoughts there may be another small increase, market

participants assign a small probability to an increase at these meetings. Concerns still

expressed by the Board include weak pay growth and a still-high number of part-time

workers who can’t find full-time jobs. While the U.S. economy has been growing,

concerns of global weakness had stopped the Board from raising interest rates prior to

this small December increase. The European Central Bank began its own quantitative

easing in the summer of 2015 while growth in China had been slowing for a couple years

with a correction in China’s stock market of 40 percent followed by a devaluation of their

currency, also in summer of 2015. In addition, oil prices plunged over the past 18 months.

While lower oil prices give U.S. consumers more money, the lower prices affect U.S. oil

companies and their workers along with other oil dependent countries.

California’s labor markets make it easy to understand why the mid-2000s downturn is

being called the Great Recession. After peaking at 15.454 million non-farm jobs in June

2007, the state shed over 1.33 million non-farm positions by February 2010. Since hitting

bottom, California has now added back 2.69 million jobs for a total of 16.815 million non-

farm jobs as of April 2016 per the California Employment Development Department. This

well surpasses the previous peak, however, as mentioned by the Fed, there is a high

number of part-time jobs included in this number.

According to the most recent UCLA Anderson Forecast (April 6, 2016), the U.S. economy

will have continued growth albeit at a slower rate than was previously predicted with 2.7

percent growth rate now forecast for 2016 (previous was 3.3 percent growth rate in 2016).

The decrease is due to a combination of worries: the beginning of 2016 drop in stock

prices; the slowdown in China; continued stagnation in Europe and Japan; oil prices

dropping below 2009 levels; and, the European banking system. The markets calmed

down in March, mostly due to strong data from the consumer side of the economy

indicated that retail sales were solid and employment growth remained robust.


The UCLA Forecast for California, written by Senior Analyst Jerry Nickelsburg, looks at

innovation and how it affects growth in California. The rapid growth in the Silicon Valley

and San Francisco area suggests innovation is driving the California economy and will

create a faster rate of growth in GDP relative to the average for the U.S. The down side

is that innovation comes in fits and starts and is inherently unpredictable. However, they

expect continued steady gains in employment through 2018. The UCLA Forecast

estimates real personal income growth in the state at 3.6 percent for 2016 and 3.2 percent

for 2017 and 3.0 percent in 2018. The forecast doesn’t mention housing however has

previously predicted that California’s housing prices will continue to increase as the

amount of building will not meet the demand which appears to be occurring.

Government The County is overseen by the Board of Supervisors as the governing body of the County.

Among other duties the Board oversees the County Libraries, the Health & Human

Services Agency, the Department of Housing and Community Development, the

Department of Public Works and the County Parks and Recreation Department. The

Board enacts ordinances and resolutions, adopts the annual budget, approves contracts

and appropriates funds, determines land use zoning for unincorporated areas and

appoints certain County officers and members of various boards and commissions. The

Board of Supervisors are elected from five different districts within the County.

Education The subject area is served by the Carlsbad Unified School District which operates two

high schools, three middle schools and nine elementary schools along with an alternative

school. Higher education is available within an hour’s drive at the University of California

campuses at San Diego and Riverside or California State University campuses in San

Diego, San Marcos, San Bernardino, Fullerton and Pomona along with several additional

private colleges. The closest community colleges are Mira Costa College in Oceanside

and Palomar College in San Marcos.


Conclusion Population in the County has increased over the past 30 years with predictions for

continued population growth. The nation’s economy stalled starting in 2005 due to the

housing downturn, unemployment and the credit crisis. The housing market saw a

resurgence beginning the second half of 2012 with prices and sales increasing by double

digits thru 2013 with pricing growth slowing to more normal levels and sales essentially

flat since then. This slowdown in price growth was considered a benefit as most

economists opine that double digit increases in housing prices are not sustainable. The

economy typically has cycles and most signs are suggesting the U.S. economy is on an

upswing. However, unlike previous recovering economies, housing growth has been slow

to comeback. In conclusion, the County is expected to continue to grow in population due

to its Southern California location, the underlying strength of the local economy and its

excellent weather.



CITY OF CARLSBAD DESCRIPTION

The subject property is located in the eastern portion of the City of Carlsbad (“City”).

Carlsbad is located approximately 35 miles north of downtown San Diego, approximately

50 miles south of John Wayne International Airport in Orange County, and approximately

85 miles south of downtown Los Angeles. The City has an estimated population of

112,299 people, which is a 6.6% percent increase from the 2010 census. Carlsbad is

known for its beautiful beaches with seven miles of coastline. It offers several attractive

resorts as well as many local shopping areas and restaurants, making it a popular

vacation destination.

Interstate 5 bisects the City and connects to Highway 78 which is the northern border of

the City. Carlsbad is situated between the coastal cities of Oceanside and Encinitas, west

of Vista and San Marcos. The City contains 38 square miles of land and averages 263

sunny days per year with an average rainfall of 11 inches annually.

History Carlsbad was originally settled by the Spanish in the late eighteenth century and later

became known for its high quality fresh water discovered by John Frazier, a former sailor

credited with digging a well and, in turn, giving the City its name. The quality of the water

was very high and chemically similar to that found in some European spas, thus the City

was named after Karlsbad, a town in the Czech Republic famous for its health spas.

The discovery of the high quality water contributed to a period of growth in the late

nineteenth century, leading way to agricultural development of citrus fruits and avocados.

This agricultural industry carried the City for many decades. In order to avoid annexation

by the neighboring City of Oceanside, Carlsbad was incorporated in 1952.


Demographics The City has experienced stable population growth since its incorporation. Carlsbad’s

population continued to almost double every decade between 1960 and 1990, although

its growth rate had declined to approximately 3% growth per year since. The estimated

median age of Carlsbad residents is 43, and approximately 30% of households have

children under the age of 18. The City has approximately 45,000 housing units of which

approximately 67% are owner occupied.

Economy The 2015 estimated average household income is $83,908 for the City as compared to

$62,962 for the County and $60,185 for the State. The unemployment rate in the City is

currently four percent, which is considered very low in comparison to the state and the

nation. Carlsbad’s core industries include information technology, manufacturing, medical

devises, tourism, technology, and real estate. The City is also known as the “Titanium

Valley” because of it being the golf manufacturing capital of the world (Callaway Golf

Company, TaylorMade-Adidas Golf Company, Cobra Golf, Titleist, and Odyssey Golf are

all located in the City). According to the City’s Chamber of Commerce, the current top

employers and their respective industries are:

• ViaSat, Inc. (communications) • Thermo Fisher Scientific (biotechnology) • Legoland California (family theme park) • Carlsbad Unified School District (government) • Omni La Costa Resort & Spa (resort) • TaylorMade-Adidas (sports equipment) • SGN Nutrition (health) • Gemological Institute of America (training/laboratory) • City of Carlsbad (government) • OptumRx (biotechnology)

In December of 2015, the San Diego County Water Authority (SDCWA) opened the

Carlsbad Desalination Plan: the nation’s largest, most technologically advanced and

energy-efficient seawater desalination plant. This was a $1 billion dollar project that is

projected to become a major part of California’s infrastructure.


Education and Entertainment Carlsbad is known for its highly rated school district. Rated as a 9 out of 10 by

greatschools.org, Carlsbad Unified School District is home to 16 schools, all of which

have strong API (Academic Performance Index) scores and favorable reputations.

Carlsbad’s school system differs significantly from that of neighboring Oceanside, whose

school district is ranked 6 out of 10.

The arts and culture of Carlsbad are an integral part of the community’s life. The City puts

a focus on these values and displays much public art throughout the town. Carlsbad is

home to the famous Carlsbad Flower Fields, which attracts thousands of visitors every

spring. The City’s own Legoland and close proximity to SeaWorld, the San Diego Zoo

and the San Diego Safari Park provide convenient entertainment for residents and tourists

alike. The City’s beautiful beaches are world renown and attract tourists year round.

Carlsbad is also known for its upscale regional shopping center, the Carlsbad Premium

Outlets.

Conclusion In summary, residents of Carlsbad enjoy a high standard of living with strong schools and

infrastructure, a secure local economy, and an abundance of entertainment at their

fingertips. The City has shown a pattern of steady growth and is anticipated to continue

doing so for years to come. Arguably Carlsbad’s most prized feature is its unique location

connecting San Diego and Orange County while featuring beautiful beaches and

unparalleled views.


IMMEDIATE SURROUNDINGS Carlsbad Oaks North Business Park is located in the eastern portion of the City of

Carlsbad adjacent to the Cities of Vista and Oceanside. The surrounding area is made

up of industrial buildings generally to the east, south and west and vacant open space

lands to the north, beyond which is primarily residential land use. More specifically there

is a single tract of homes directly to the east of the business park, beyond which are

industrial buildings; an open space area to the south beyond which are industrial

buildings; open space to the west beyond which are industrial buildings and the open

space to the north beyond which are existing residences.

Access is considered to be good to Carlsbad Oaks North Business Park via either the I-

5 to Palomar Airport Road, east to El Fuerte Road and north to the subject or I-5 to

Cannon Road, east to Faraday Avenue and northeast to the subject. The Business Park

is located approximately four miles east of I-5.

Service commercial is available within one mile with a Home Depot and Hyatt Place Hotel

one-quarter mile east on Melrose, a Trader Joes and Stater Brothers Supermarket three-

quarters mile south on El Fuerte in Bressi Ranch, a Lowe’s Home Improvement three-

quarters mile southwest on Palomar Airport Road, an Albertson’s Supermarket one and

one-half miles north on Melrose and a second Albertson’s Supermarket two and one-half

miles east on Palomar Airport Road.

The McClellan-Palomar Airport is located approximately one mile west of Carlsbad Oaks

North Business Park on Palomar Airport Road. The Airport opened in 1959 and is a

general aviation airport. A new 18,000 square foot terminal was opened in 2009. The

airport houses six air taxi/charter services serving the surrounding corporate

headquarters and residents of Carlsbad.


CARLSBAD OAKS BUSINESS PARK The Carlsbad Oaks North Business Park Specific Plan (SP 211) was originally approved

by the City of Carlsbad in 2002 at the request of the property owner Techbilt Construction.

In 1986 the site was included as Area B of the Carlsbad Airport Business Center Specific

Plan (SP 200), however SP 200 detailed Area A which was the 187 acres located south

of the Carlsbad Oaks North Business Park. Rather than amend the original Specific Plan

when it was time to develop Area B, the Carlsbad Oaks North Business Park Specific

Plan (“Specific Plan”) was created.

Per the Specific Plan, the Carlsbad Oaks North Business Park is located on a 414 gross-

acre parcel at Faraday Avenue and El Fuerte Street planned for industrial and open space

land use. Per the General Plan at time of the Specific Plan creation, the General Plan

designated 282 acres for Planned Industrial and 135 acres for Open Space. The Specific

Plan changed the land use to approximately 194 acres of Planned Industrial and 220

acres of Open Space.

The purpose of the Specific Plan was to provide for the design, development and

operation of a light industrial complex within the City of Carlsbad. The Specific Plan

addresses land uses, development standards, design guidelines, public facilities,

infrastructure implementation measures, environmental considerations, administration,

and enforcement. The Specific Plan established the zoning and development standards

for the property. The land uses allowed within the Specific Plan including industrial,

research and development and office uses along with commercial land uses that directly

support the industrial park. The approved land use includes 194.5 acres for Planning

Industrial (including 26.6 acres of roadways) and 219.5 acres of Open Space in

conformance with the City’s Habitat Management Plan. The Land Use Map from the

original Specific Plan is shown on the following page. While there have been a few

adjustments in lot line adjustments for Lots 20-27 (now 20-25), the bulk of the Specific

Plan remains unchanged.


Per the Specific Plan the primary uses that are permitted is planned industrial under the

Carlsbad Municipal Code with the auxiliary uses that shall directly support the industrial

park subject to the issuance of a Conditional Use Permit. To ensure that commercial

services are available to the occupants of the Carlsbad Oaks North Business Park and

surrounding industrial areas at a convenient and accessible location, one of two lots

(either Lot 1 or Lot 2) have been reserved for commercial support use.


COMMUNITY FACILITIES DISTRICT NO. 3 On October 4, 2005 the City Council for the City of Carlsbad adopted Resolution No.

2005-301 stating its intention to establish Community Facilities District No. 3 and to

authorize the levy of a special tax within the Community Facilities District on both

Improvement Areas 1 and 2. In 2006, $11,490,000 Special Tax Bonds were sold for

Improvement Area 1, which is not a part of this appraisal. Also on October 4, 2005 the

City Council adopted Resolution No. 2005-302 stating its intention to incur bonded

indebtedness in the Community Facilities District not to exceed $21 million in

Improvement Area 2. On November 8, 2005 the City Council adopted Resolution Nos.

2005-329, 2005-330 and 2005-331 approving the formation, necessity and the actual

formation of Community Facilities District No. 3 Improvement Area 2 (CFD No. 3 IA2).

On February 21, 2008, $18,175,000 Special Tax Bonds (the 2008 Bonds) were sold for

Improvement Area No. 2.

The proceeds of the 2008 Bonds were to be used to finance the acquisition and

construction of certain public capital improvements to be owned and operated by the City

that are necessary for the development of Improvement Area 2. Per the Special Tax

Report these improvements included street improvements for Melrose Avenue, Palomar

Airport Road, Faraday Avenue and El Fuerte Street. The 2008 Bonds were divided

between bonds secured by escrowed funds and bonds secured by special taxes.

Development came to a halt due to the Great Recession and the escrowed bonds in the

amount of $3,635,000 were called in August 2010 with the master developer constructing

the improvements that were originally to be funded from the escrowed bonds. The current

amount of outstanding 2008 Bonds is approximately $12,890,000. These are the bonds

which are anticipated to be re-financed by this bond offering.

The estimated proceeds to be generated from the sale of the 2016 Special Tax Refunding

Bonds (the 2016 Refunding Bonds) per the sources and uses report is $15,772,085 which

includes bond payoff of $14,586,291, reserve fund of $854,572, cost of issuance including

underwriter’s discount of $328,700 (all amounts are subject to change). A copy of the

CFD No. 3 IA2 boundary map is located in the Addenda of this report for your review.


SUBJECT PROPERTY DESCRIPTION The subject property consists of the majority of a business park located in Carlsbad, North

San Diego County, California. Below is the current marketing map showing the subject

property plus the Ionis Pharmaceuticals, Inc. lands (not a part, “N.A.P.”, of this appraisal).

The property is described below.

Location: Generally the north side of Faraday Avenue at El Fuerte Street with

one parcel located on the south side of Faraday Avenue at El Fuerte, Carlsbad, North San Diego County.

Legal Property Description: Parcel 1 through 8 of Parcel Map No. 14926 within Tract No. 97-13-

01 Carlsbad Oaks North Phase I; Parcels 13 and 15 through 19 of Parcel Map No. 15505 of Carlsbad Tract No. 97-13-02 Carlsbad Oaks North Phase 2; and, the metes and bounds legal description for Phase 3 (located in Addenda within Preliminary Title Report); all located in the City of Carlsbad, County of San Diego, State of California.


Thomas Guide: County of San Diego 1127 G1and 1107 F/G7 Property Owner: Below is a table showing the subject property with current owners,

Assessor Parcel Number and Parcel Number.

APN

Lot # Gross Ac.

Net Ac.

Owner

209-120-01 1 6.38 6.0 Techbilt Construction Corp. 209-121-01 2 7.52 7.5 Carlsbad Oaks North Ventures 209-120-02 3 5.18 4.6 Carlsbad Oaks North Ventures 209-120-03 4 5.98 4.16 Victory Carlsbad Oaks Innovation L.P. 209-120-04 5 5.24 4.2 Victory Carlsbad Oaks Innovation L.P. 209-120-05 6 11.55 9.3 Carlsbad Oaks North Ventures 209-120-06 7 7.57 5.79 Hughes Whiptail LLC 209-120-07 8 13.2 11.3 RAF Group Lot 8 LLC 209-120-10 13 13.28 11.8 APG Carlsbad I LLC/PRE IV C Oaks LLC /

SR-22 Carlsbad Oaks Distribution 209-120-12 15 4.06 4.0 Carlsbad Oaks North Ventures 209-120-13 16 4.09 3.9 Carlsbad Oaks North Ventures 209-120-14 17 8.03 7.5 Moorpark Ventures L.P. 209-120-15 18 5.13 4.9 Carlsbad Oaks Partners LLC 209-120-16 19 4.18 4.0 Carlsbad Oaks Partners LLC 209-120-18 20-25 56.73 49.0 Carlsbad Oaks North Partners Total Subject 158.12 137.95 209-120-20 14 13.92 12.3 NOT A PART - ISIS Pharmaceuticals Subtotal Inc. NAP 172.04 150.25 209-121-02 0.60 N/A Pump Station 209-121-03 18.45 N/A Open Space 209-121-04 101.24 N/A Open Space 209-120-08 99.94 N/A Open Space Total CFD No. 2 IA2 392.27

The above “net acres” have been taken from the current brochure

and refers to the “net salable acres” with the exception of two small adjustments. Lot 4 is shown on the brochure as 4.3 acres, however per the selling broker there was a slight adjustment and the acres sold were 4.16 acres. Additionally, Lot 7 is shown as 6.0 acres, however per the selling broker there was a slight adjustment and the actual net saleable acreage was 5.79 acres.

Assessors Parcel Nos.: The Assessor’s Parcels are shown on the above table. On the

following page are the corresponding Assessor’s Maps.


Assessor’s Parcel Map 209-120

Assessor’s Parcel Map 209-121

Property Taxes: We have reviewed the 2015/16 property taxes for the subject

property. The taxes as shown on the San Diego County Assessor’s site are shown in the table on the following page.


APN Assessed

Value Total

Tax Amount 209-120-01 $1,681,722 $59,711.00 209-121-01 $2,027,346 $70,861.64 209-120-02 $887,253 $43,373.56 209-120-03 $2,630,865 $67,231.90 209-120-04 $2,630,865 $62,390.16 209-120-05 $1,391,768 $90,440.80 209-120-06 $4,648,606 $99,187.26 209-120-07 $7,717,023 $168,798.56 209-120-10 $3,845,969 $161,317.50 209-120-12 $1,493,794 $42,524.12 209-120-13 $1,371,170 $41,410.62 209-120-14 $3,920,400 $99,242.68 209-120-15 $1,688,880 $51,608.80 209-120-16 $1,449,204 $42,833.00 209-120-18 $1,978,235 $392,314.08 Total 2015/16 Taxes $1,493,245.68

Included in the above amount is $679,867.72 for the special taxes securing the 2008 Bonds.

Three-Year Sales History: APNs 209-121-01; 209-120-02; 209-120-05; 209-120-12; 209-120-

13 are all owned by Carlsbad Oaks North Ventures (related entity to Techbilt Construction Inc. and Carlsbad Oaks North Partners) for past three years (since 2008).

APN 209-120-01 is owned by Techbilt Construction Corporation for

over three years (related entity to Carlsbad Oaks North Ventures and Carlsbad Oaks North Partners)

APNs 209-120-03 and 209-120-04 were sold by Kilroy Realty

Finance Partnership to Victory Carlsbad Oaks Innovation L.P. on June 28, 2016 for $6,034,909.

APN 209-120-06 sold to Hughes Whiptail LLC on January 13, 2016

for $4,539,823. APN 209-120-07 sold to RAF Group Lot 8 LLC (related entity to

Adam Robinson) on June 29, 2016 for $8,860,104 APN 209-120-10 sold to APG Carlsbad I LLC / SR 22 Carlsbad Oaks

Distribution / PRE IV C Oaks LLC (related entity to Adam Robinson) on 12/15/2015 for $6,168,096.


APN 209-120-14 sold to Moorpark Venture L.P. (related entity to Hamann Family Trust) on 2/23/15 for $3,920,400.

APNs 209-120-15 and 209-120-16 sold to Carlsbad Oaks Partners LLC (related entity to HME Electric) on 1/25/16 for $7,269,500.

APN 209-120-18 has been owned by Carlsbad Oaks North Partners

(related entity to Techbilt Construction Inc. and Carlsbad Oaks North Ventures) for over three years.

Size and Shape: CFD No. 3 IA2 is irregular in shape and contains 392.27 gross acres,

however this acreage includes a 13.92 acre parcel that is considered NOT A PART of this appraisal and 220.23 acres of open space that will not be taxed and thus is not included in this appraisal. Therefore, the subject property contains 158.12 gross acres per the San Diego County Assessor Maps and 137.95 net acres.

Zoning: The subject property is designated PI (Planned Industrial) per the

City of Carlsbad General Plan Land Use Map. Per the current City of Carlsbad Zoning Map the property is designated PM (Planned Industrial) which allows for the location of business and light industries engaged primarily in research and/or testing, compatible light manufacturing and business and professional offices and allows certain commercial/retail uses which cater to support or are accessory to the uses allowed in the zone. This zone also allows the flexibility for other select uses (i.e., athletic clubs/gyms, churches, daycare center, recreation facilities, etc.) when found to be compatible with the PM zone through the issuance of a conditional use permit.

Entitlements: The Carlsbad Oaks North Business Park Specific Plan encompasses

the subject property and additional lands. In addition, the subject property is covered by Carlsbad Tract Nos. 97-13-01; 97-13-02; and, 97-13-03. Tract No. 97-13-01 covers Phase I of the Carlsbad Oaks North and is also known as Map No. 14926 which appears to have recorded in 2004. Phase I is essentially the lower half of the subject property plus the surrounding open space and includes Lot Numbers 1 through 8 (industrial lots), Lot 9 (sewer pump station – not a part of this appraisal) and Lots 10-12 (open space lots) and includes 413.97 gross acres and 61.72 gross usable acres (Lots 1-8). Track No. 97-13-02 covers Phase II of Carlsbad Oaks North and is also known as Map No. 15505 which appears to have recorded in 2006. Phase II is essentially the northeast quadrant of the Carlsbad Oaks North and includes Lots 13 through 19 which total 53.83 acres. It should be noted that this map includes Lot 14 (contains 11.77 acres) which is not a part of this appraisal as it is the Ionis Pharmaceutical lot. It should be noted that on Map No. 15505 the Lot 14 (Not A Part of this


appraisal) contains 11.77 acres but per the Assessor’s Map this lot contains 13.92 acres. It appears there was a lot line adjustment after Map No. 15505, however since Lot 14 is not a part of this appraisal, this has not been verified. Tract No. 97-13-03 covers Phase 3 of Carlsbad Oaks North Business Park and is preliminary at this time. Recording is anticipated to occur in late summer to fall 2016. Per the preliminary map, Phase 3 encompasses six industrial lots which include Lots 20 through 25 and includes 58.89 gross acres and 52.52 gross usable acres and 49.0 net acres. The remainder of the acreage is within streets and slope/setback areas. Copies of the three maps are located in the Addenda for your review.

Topography: The subject property was originally hilly with some ravines and steep

slopes. The property was mass graded between 2004 and 2006. Whiptail Loop, the main access off Faraday Avenue for most of the lots, is complete and was constructed in sections as needed and Gazelle Court and Caribou Court, internal cul-de-sacs off Whiptail Loop were completed within the past few years. The sites have been mass graded to generally level pads with the exception of Lot 23 which appears to have some remaining grading to be completed. Several of the larger lots have temporary detention basins on site to alieve the run-off during the rainy season. Drainage appears to be within a street drainage system.

Soils Condition: We have not received any soils reports to review on the subject

property. It is an assumption of this report that the soils are adequate to

support the highest and best use conclusion and that all recommendations made within any completed soils reports were adhered to during construction. This is evidenced by City inspectors on site throughout land development construction as well as Certificates of Occupancy permits being obtained on surrounding lands (i.e. the Ionis Pharmaceutical building located near the center of the subject property however NOT A PART of this appraisal).

Seismic Information: Per the City of Carlsbad General Plan Earthquake Faults Map, there

are no earthquake fault lines within the City of Carlsbad. The nearest fault to Carlsbad is the Newport-Inglewood-Rose Canyon Fault which runs offshore at the western edge of the City (in the Pacific Ocean). However, like all of Southern California, fault activity has the potential to result in ground shaking which can be of varying intensity depending on the intensity of the earthquake activity, proximity to that activity and local soils and geology conditions.


Environmental Concerns: We have not received any Environmental Site Assessments for

review. It is an assumption of this report that the subject property is free and

clear of any environmental issues which would slow or thwart development of the site and that all recommendations contained in any such reports were adhered to. This is suggested by (1) the developer obtaining all required land development permits and (2) City inspectors on site throughout construction as well as Certificate of Occupancy permits being obtained on surrounding lands.

Flood Information: Per the Federal Emergency Management Agency (FEMA) the

subject property is not located within a flood plain per FEMA Map Number 06073CO769G dated May 16, 2012. A copy of the FEMA map is located within the Addenda for your review.

Easements and Encumbrances: We have reviewed a Preliminary Title Report prepared by First

American Title Company (Report No. LJ-5112454 (06) dated April 28, 2016 which covers Phase 3 of the subject property. The exceptions are as follows:

Item Nos. 1, 2, 3, 4, 5 and 6 refer to general and special taxes on the property. Item Nos. 7 and 8 refer to two documents entitled “Payment of a Public Facilities Fee” recorded December 3, 1981 and December 11, 1985 on the property. Item No. 9 refers to a lien for weed abatement. Item No. 10 pertains to a document entitled “Notice of Restriction on Real Property” recorded November 9, 2004. Item No. 11 is in regards to the “Notice and Waiver Concerning Proximity of the Planned or Existing Palomar Airport Road and Melrose Drive Transportation Corridoes Case” recorded November 9, 2004. Item No. 12 is in regards to a “Hold Harmless Agreement Drainage” recorded December 15, 2004. Item No. 13 pertains to a “Hold Harmless Agreement Geological Failure recorded December 15, 2004. Item No. 14 is in regards to an agreement between the owner and the City of Carlsbad for the payment of local drainage fees recorded December 21, 2004. Item No. 15 pertains to an easement for public street, public utility and incidental purposes recorded January 23, 2007. Item No. 16 is in regards to the rights of the public in any road, street, alley or highway. Item No. 17 pertains to water rights and claims to title to water. Item No. 18 refers to the rights of parties in possession. Item No. 19 states that prior to the issuance of a policy of title insurance the company will require certain items from the owner, Carlsbad Oaks North Partners, L.P., a California Limited Partnership.


It should be noted that this preliminary title report only covers a portion of the subject property. We did not receive a title report on the remainder of the lands (Phase 1 or Phase 2).

It is an assumption of this appraisal report that the subject lands are

free and clear of any liens and/or encumbrances other than CFD No. 3 IA2. It should be noted that the appraiser is not a specialist in title issues and that if the reader has questions, an expert in the field should be consulted. A copy of the Preliminary Title Report is located in the Addenda for your review.

Utilities: All normal utilities serve the subject property by the following

companies: Electrical: San Diego Gas & Electric Natural Gas: San Diego Gas & Electric Sewer/Water: City of Carlsbad Data: Time Warner or AT & T Schools: Carlsbad Unified School District Streets/Access: Access to the subject project is via I-5 to either Cannon Road or

Palomar Airport Road. From Cannon Road head east approximately one and a half miles to Faraday Avenue then east approximately four miles to the subject property. From Palomar Airport Road head east approximately four and one-half miles to El Fuerte Street then head north approximately three quarters of a mile to the subject property.

I-5 is a major north/south freeway providing access to international borders both north and south. I-5 runs generally parallel to El Camino Real in Carlsbad.

Cannon Road is the fourth of seven off ramps as you head south on

I-5 through the City of Carlsbad. Cannon Road is a 4-lane arterial which terminates southwest of the freeway at Carlsbad Boulevard (also known as Coast Highway in surrounding cities) near the ocean. East of I-5 Cannon Road is one of the main accesses to the industrial areas of Carlsbad and is the offramp for LegoLand, a widely used amusement park. Cannon Road currently terminates at College Avenue however begins again in the City of Oceanside and terminates at Melrose Drive in the City of Vista. There are future plans to connect the two portions of Cannon Road.

Faraday Avenue is a 2-lane to 4-lane access route meandering

throughout the industrial areas of the City of Carlsbad. Faraday Avenue currently begins at Cannon Road and terminates at Melrose Avenue in the City of Vista near the subject property where it becomes Park Center Drive in the industrial area of Vista.


Palomar Airport Road is a 6-lane east/west main commercial arterial

through the City of Carlsbad. Palomar Airport Road has on/off ramps to I-5 and terminates southwest of the freeway at Carlsbad Boulevard. East of I-5 Palomar Airport Road becomes San Marcos Boulevard approximately two and one-half miles west of El Fuerte Street in the City of San Marcos.

El Fuerte Street is an access street through the industrial area of

Carlsbad, both Carlsbad Oaks Business Park and Bressi Ranch Business Park (located to the south). El Fuerte begins at the subject at Faraday and provides meandering access south through the residential areas of Bressi Ranch and into the neighborhoods of La Costa in southern Carlsbad.

Whiptail Loop is a horseshoe-shaped street off Faraday Avenue

which provides access to the majority of the lots within the subject property. There are two cul-de-sacs off Whiptail Loop, Caribou Court between lots 4 and 5 and Gazelle Court between Lots 24 and 25.

Current Condition: Lot 23 is partially graded with some remaining grading needed prior

to it being a finished lot. Lot 13 is under construction with two tilt-up industrial buildings. The remaining lots (Lots 1, 2, 3, 4, 5, 6, 7, 8, 15, 16, 17, 18, 19, 20, 21, 22, 24 and 25 are generally finished lots consisting to mass graded sites with utilities to the site within Whiptail Loop, Gazelle Court or Caribou Court. Upon our physical inspection and our search of the industrial market with brokers listing the property, nine of the lots (Lots 4, 5, 7, 8, 13, 17, 18, 19 and 24) have either closed or are in escrow to investors or users while the remaining eleven lots (Lots 1, 2, 3, 6, 15, 16, 20, 21, 22, 23 and 25) are owned by a related entity of Techbilt construction Inc., the master developer of the business park.

Costs to Complete: The subject property has been developed into 20 nearly finished lots.

Per representatives from the master developer, approximately $50,000,000 has been spent to date including the improvements to Faraday Avenue (some reimbursed by City of Carlsbad CFD No. 3), El Fuerte Street, Whiptail Loop and the two cul-de-sacs along with grading the entire site, utilities and storm drain installation. The remaining costs to get the property in a true finished lot condition are estimated at $846,856, (say, $850,000). These costs include additional grading on Lot 23 and erosion control for the project until all construction is complete among other items. A copy of the Remaining Cost Estimate is located in the Addenda. The remaining costs are not associated with the individually owned lots, thus are associated with the master developer owned lots only. The


remaining costs will be taken into consideration within the Discounted Cash Flow Analysis completed on the master developer owned property later within this report.

Improvement Description: Lot 13 is currently under construction with two, tilt-up concrete

industrial buildings being developed by the owner, APG Carlsbad I LLC / PRE IV C Oaks LLC / SR-22 Carlsbad Oaks Distribution. The project is being marketed as Elevate at Carlsbad Oaks North. It is described as a two-building distribution center with unit sizes from 3,611 to 157,268 square feet. There will be functional truck access with minimum 180 degree truck aprons. The column spacing will be 52 feet x 50 feet within the buildings with multiple dock and grade loading positions within each building and roll up doors either 12’ x 14’ or 16’ by 18’. The larger building will be a total of 114,976 square feet with 32’ minimum clearance and 10,000 amps power within the building. The smaller building will be 42,292 total square feet with 27’ minimum clearance and 6,000 amps power. Both buildings will have exposed creative office improvements with high image finished. The buildings are now available for lease and are anticipated to be completed in late 2016. Per the property owner in mid-June they signed their first lease for 54,000 square feet of space within Elevate.

Per our visual inspection the smaller building has slabs in place with

electrical and plumbing in the slabs and some walls tilted while the larger building has slabs in place and some walls poured. Per the property owner they have spent $10,710,845 to date on the project. This includes $6,168,096 for the land purchase, $2,607,436 on hard costs and $1,935,313 on soft costs. These amounts have been verified from the lender’s disbursement budget and payment schedules.


SAN DIEGO COUNTY / CITY OF CARLSBAD INDUSTRIAL MARKET OVERVIEW

In reviewing the County’s industrial real estate market, a study of population and

economic growth needs to be conducted. As of January 1, 2016, the County had an

estimated population of 3,288,612 which indicates an average annual growth rate of 0.98

percent since 2000, a slow-down from the previous ten years 1.19 percent average

annual growth rate. The recent slowdown is due to the national recession which occurred

between 2006 and 2012.

The commercial real estate market typically follows a growth in the housing market. Over

the past twenty years the County has seen a rocky cycle in the housing market as with

most of Southern California. The great recession of the mid-2000s impacted San Diego

County as with most of the nation, however the County has fared better than some other

areas due to its coastal influence. Median housing prices (all types) in the County

increased over 100 percent (from $250,000 in 1997 to $517,500 in November 2005) then

decreased to $320,000 in 2009 (which equated to 2002 prices) and now have bounced

back to $489,000 suggesting a net decrease of 5.5 percent from the peak of the market.

Prices are finally nearing the previous peak with some areas surpassing their previous

peak. The City of Carlsbad’s low peak for their median housing price was $523,000 in

2012 and is currently $743,800, an increase of 43 percent from the bottom of the market

and 4.7 percent below the peak of $780,750 in 2006. It is interesting to note that the City

of Carlsbad’s current median home price is 52 percent higher than the County’s overall

current median home price mostly due to the coastal influence.

Economic growth in the San Diego area had been strong between 1998 and 2006 with

job losses occurring in 2009 and 2010 and an upturn since then. On the following page

is a table depicting job growth in the County over this time period.


San Diego Job Growth Year Employment Increase % Increase 2016 1,493,000* 7,000* 0.47%* 2015 1,486,000 24,000 1.64% 2014 1,462,000 36,300 2.54% 2013 1,425,700 11,700 0.83% 2012 1,414,000 39,000 2.83% 2011 1,375,000 20,000 1.47% 2010 1,355,000 (49,500) (3.52%) 2009 1,404,500 (50,600) (3.48%) 2008 1,455,100 5,600 0.39% 2007 1,449,500 9,100 0.63% 2006 1,440,400 12,500 0.83% 2005 1,427,900 14,000 0.99% 2004 1,413,900 22,200 1.59% 2003 1,391,700 15,900 1.16% 2002 1,375,800 25,100 1.86% 2001 1,350,700 28,500 2.15% 2000 1,322,200 12,600 0.95% 1999 1,309,800 42,900 3.29% 1998 1,266,900 N/A N/A

*Based on Preliminary May 2016 numbers per EDD

The unemployment rate for the County was 4.5 percent in April 2016, below the high of

11 percent in early 2010 and lower than the current California unemployment rate of 5.2

percent and similar to the April 2016 national rate of 4.7 percent. The 2014 numbers from

the Employment Development Department suggest that San Diego County employment

exceeded the previous employment peak in 2008. This is similar to overall US and

California employment numbers which also recently surpassed their previous peaks.

According to Realtor.com San Diego is ranked third in the 10 top real estate markets to

watch in California in 2016.

The commercial real estate market generally follows residential development with a lag.

Commercial real estate hit bottom in 2010 and stabilized in 2012 with growth now

occurring once again. Per Colliers International the San Diego County Industrial Market

is poised for another strong year. There is a current 5.0 percent countywide vacancy rate

in Industrial/R & D which reflects an 18-year low. This details to a 3.7 percent vacancy

rate for industrial buildings and an 8.5 percent vacancy rate for R & D product. Within the

North County submarket, which contains approximately 30 percent of the Industrial space

in the overall County, the vacancy rate is 3.4 percent, down from 3.9 percent in the


previous quarter. The City of Carlsbad houses about 30 percent of the north County

space and has a 7.6 vacancy rate, down from 8.7 percent in the previous quarter.

Rental rates on Industrial/R & D buildings have held steady for two quarters at $1.00 per

square foot triple net, however rose to $1.01 in first quarter 2016. Predictions are for this

combined rate to remain steady and not increase over the next quarter. Industrial

buildings (manufacturing and distribution) have a current average rental rate of 0.81/sf

triple net which reflects a 8.0 percent increase year over year while R & D (flex space,

labs and research and development) has a current average rental rate of $1.47 per square

foot reflecting a 4.3 percent year over year increase.

New development of Industrial/R & D product is strong with 1.8 million square feet under

construction Countywide and 300,000 square feet completed during first quarter 2016 (in

Oceanside which is located within the North County market). The under construction

square footage details to 860,000 feet of industrial space and 970,000 of R & D space.

Within the North County market there is approximately 700,000 square feet of industrial

space under construction including 390,000 within the Carlsbad market. North County

predictions by Colliers International are for the industrial market to continue to follow a

slow national economy creating an environment where companies are still cautiously

optimistic to expand. According to Colliers, while the buyer base for industrial product

should continue to grow, there are very few active sellers out in the market. This has

created the need for new development in the industrial sector.

The industrial land real estate market had been essentially stagnant since the recession

until the past 18 months. For example, within Carlsbad Oaks North Business Park

(subject property plus additional lands), all 21 lots were generally developed by 2007. In

2007 four lots sold to Kilroy Realty as an investment. The next lot to sell was the Ionis

Pharmaceutical headquarters lot which sold in 2010. Other than the Ionis Building being

constructed, the remaining 20 lots sat until mid-2014 when sales activity began with the

first lot closing in February 2015 and eight additional lots sold since then. This suggests


that the low industrial vacancy rates and good rental rates are enough to entice

developers to once again build buildings.

In summary, although both San Diego County and the subject submarket saw decreases

in pricing and increasing vacancy during the recession, prices have now been increasing

and vacancy rates have been decreasing over the past 48 months with appreciation once

again occurring during this time period. In the residential market, the North County market

is known as one of the County’s “hot spots” with the City of Carlsbad’s average home

price over 50 percent higher than the average County home price. The industrial market

within the County has been strong with a 3.7 percent vacancy rate spurring developers

back into the market. The Industrial Land Market within the City of Carlsbad has seen a

resurgence in both sales and pricing over the past year with nine lots within the subject

property selling within the past 15 months. In conclusion although uncertainty is still

clouding the current economy due to global conditions and sluggish national conditions,

the Industrial market in Carlsbad appears to be a bright spot at this time. Housing sales,

while slower than historical averages are holding steady with prices increasing.

Commercial development typically follows housing, thus will continue to grow.

Population is predicted to continue to increase, thus housing and commercial growth will

continue.


HIGHEST AND BEST USE ANALYSIS The highest and best use is a basic concept in real estate valuation due to the fact that it

represents the underlying premise (i.e., land use) upon which the estimate of value is

based. In this report, the highest and best use is defined as:

"the reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value”4

Proper application of this analysis requires the subject properties to first be considered

“As If Vacant” in order to identify the “ideal” improvements in terms of use, size and timing

of development. The existing improvements (if any) are then compared to the “ideal”

improvements to determine if the use should be continued, altered or demolished

preparatory to redevelopment of the site with a more productive or ideal use.

“As If Vacant” In the following analysis, we have considered the sites probable uses, or those uses which

are physically possible; the legality of use, or those uses which are allowed by zoning or

deed restrictions; the financially feasible uses, or those uses which generate a positive

return on investment; and the maximally productive uses, or those probable permissible

uses which combine to give the owner of the land the highest net return on value in the

foreseeable future.

Physically Possible Uses The subject property originally consisted of a 378.35 acre parcel of land (392.27 acres

less Ionis parcel of 13.92 gross acres – not a part of this appraisal) which had some steep

topography with hills and steep ravines. The property was graded between 2005 and

2008 with internal streets completed and all utilities installed within the streets. Currently

there are 137.95 net saleable acres which have been subdivided into 20 industrial lots.

The site is located in the eastern central portion of the City adjacent to the cities of Vista

and Oceanside. The area is made up of industrial zoned lands with some residential uses



adjacent in the City of Vista and some commercial uses along Melrose Avenue east of

the subject. The subject has been developed into 20 industrial lots which are in a general

finished lot condition with graded pads and utilities available within the fronting streets.

Some lots have blue-water ocean views. The lands are not located within a flood zone

area nor within an Alquist Priolo Earthquake study zone. All normal utilities are available

to serve the subject lots. The lots range in net acre sizes from 3.9 to 49.0 net acres,

however the 49 acre parcel refers to six lots within one Assessor’s Parcel Number. We

have not reviewed either a Geotechnical or an Environmental report on the property. It is

an assumption of this report that the soils are adequate to support the highest and best

use conclusion and that there are no environmental issues which would slow or thwart

development of the site. This is evidenced by City approvals along with City inspectors

on site during land development.

The property is surrounded on the north and northwest by vacant lands and the Agua

Hedionda Creek and Los Monos Canyon, both open space areas, beyond which is Ocean

Hills, a residential development in Oceanside along with a residential development in

Vista. To the east is a small residential tract in Vista beyond which is commercial and

industrial existing land use. To the south and west is existing industrial development and

the Palomar Airport. An engineered drainage system appears to have been designed

into a street drainage system to alleviate any potential flooding problems and to control

project water runoff. There are some temporary detention basins on some of the larger

lots to alleviate any run-off issues. All standard utilities serve the subject property. The

site has good access via I-5 and Palomar Airport Road.

Based on the physical analysis, the size, access and topography make the subject

property physically suited for numerous types of development; however, the grading and

development that has occurred on the site suggests industrial or commercial use.

Legality of Use The subject property is located within the incorporated City of Carlsbad in the County of

San Diego. Per the City the subject property is designated Planned Industrial which


allows for the location of business and light industries engaged primarily in research,

testing, light manufacturing and business and professional offices. The subject is covered

by the Carlsbad Oaks North Business Park Specific Plan which was approved by the City

in 2002. In addition, Carlsbad Tract Numbers 97-13-01, 02 and 03 cover the subject

property and additional lands. Tract 97-13-03 is due to record in the next few months.

These maps subdivide the subject property and additional lands (the Ionis

Pharmaceutical lands) into 21 industrial lots (subject property 20 lots). The approved

mapping is consistent with the current zoning and general plan designation on the

property. Based on the legality of use analysis, the type of development for which the

subject properties can be utilized is narrowed to planned industrial use with some service

commercial as an auxiliary use. This is consistent with the findings of the physically

possible uses.

Feasibility of Development The third and fourth considerations in the highest and best use analysis are economic in

nature, i.e., the use that can be expected to be most profitable. As discussed under the

San Diego County Industrial Market section earlier within this report, the Carlsbad

industrial land market has showed strong activity within the past 15 months. Vacancy

rates are at historical lows creating developer interest in speculative buildings for the first

time in years. Within CFD No. 3 IA2, out of the 20 subject industrial lots, nine have sold

within the past 15 months with eight closed and one in escrow due to close in September

2016. The current escrow refers to Lot 24 which is anticipated to close as soon as the

map records. One of the lots (Lot 13) is under construction (estimated completion late

2016) with leasing of the speculative building underway. There are plans in process for

the remainder of the sold lots, some for owner user buildings and some for speculative

buildings.

Lots within Carlsbad Oaks North Business Park have sold in the range from $12.00 per

square foot (for lots rearing to residential with some additional required setbacks and

conditions) to $18.75 per square foot. The current escrow (Lot 24) is at a higher per

square foot than all previous sales prices. Per the listing broker the asking prices are in

the $27 per square foot range and due to the synergy in the project, they believe the


asking prices are obtainable. Lots 1 and 2 are located at Faraday and El Fuerte with a

more commercial location. Reportedly a hotel is interested in one of the lots, however no

deals have been signed at this time. Asking prices for these two lots are $32 per square

foot but it should be noted that these are asking prices only.

Based on the above analysis, the highest and best use for the subject property appears

to be for industrial development.

Maximum Productivity The current industrial market in north San Diego County is strong. Rental rates have

been increasing and land prices have been increasing with significant activity in the land

sale market within the subject property. Based on the activity of land sales in the subject

marketplace, it is our opinion that the subject property is feasible for industrial

development.

Highest and Best Use Conclusion – “As If Vacant” The final determinant of highest and best use, as vacant, is the interaction of the

previously discussed factors (i.e., physical, legal, financial feasibility and maximum

productivity considerations). Based upon the foregoing analysis, it is our opinion that the

highest and best use for the subject property is for industrial development.

As Improved One of the subject lots is currently under construction. The property is being marketed

as “Elevate” and is proposed for two distribution buildings totaling 157,000 square feet.

According to the owner, they have signed a lease for 54,000 square feet and have a letter

of intent for an additional 8,000 square feet. This is considered to be excellent activity as

the building is not due to be complete until the end of the year. While we have not included

an appraisal of the proposed building, it does appear the improvements which are under

construction are the highest and best use based on the absorption which has occurred

on the property.


VALUATION ANALYSIS AND CONCLUSIONS

The Sales Comparison Approach will be used to value the subject property along with a

Discounted Cash Flow Analysis due to the bulk ownership of several of the lots. The

Sales Comparison Approach compares similar properties that have recently sold or are

in escrow. In determining the value for the property, a unit of comparison needs to be

addressed. For finished lot industrial lands such as the subject, the lots are typically sold

on a per square foot basis. That is, the sales price is determined by the per square foot

price that has been paid for similar lands in the immediate area. The sales prices are

reflective of true finished lots and as previously discussed, there are some remaining

costs attributed to the final development of the project which need to be considered.

Therefore, in determining a current market value for the lands, the current condition of the

lots will be considered along with reflecting the remaining development costs. Due to the

amount of market data within the immediate area, our search for comparable land sales

will include industrial land sales within the City of Carlsbad only.

The valuation will be presented as follows. First, a discussion of the industrial lot sales

market data will be given. Each of the comparable market data will be detailed along with

a comparison discussion of their relationship to the subject property. Each of the subject

lots will be valued based on this analysis of the market data. In the case of Lot 13 that is

currently under construction, the costs spent to date will be analyzed and discussed and

taken into consideration in the valuation. In the case of the twelve master developer

owned lots (Lots 1, 2, 3, 6, 15, 16, and 20-25) , the lots will be valued using the Sales

Comparison Approach to value to conclude on a retail value for each lot, followed by a

Discounted Cash Flow (“DCF”) Analysis due to the single ownership. The DCF will take

into account the fair market value of the lots (utilizing the Sales Comparison Approach),

remaining development costs, the marketing and carrying costs associated with selling

off the lots, and a discount rate reflecting a profit due to the developer, the risk associated

with selling off the lots along with the time value of money during the estimated absorption

period. All of the value conclusions will take into consideration the CFD No. 3 IA2 Special


Tax Bonds and their lien. A summary of the final value conclusions will be reported at the

end of this valuation section.

Market Data Discussion Within Carlsbad Oaks North Business Park there are 20 lots, eight which have closed to

investors/builders or owner users and 12 which are owned by the master developer or a

related entity of the master developer.

We have searched the area and found the nine transactions detailed in the Addenda to

be most comparable to the subject property. Seven of the transactions refer to the sale

or current escrow of subject lots while the remaining two sales are within one mile of the

subject property. The market data is considered to be plentiful and excellent. The sales

are reported on a purchase price and on a price per square foot for the net acreage.

Below is a discussion of each transaction.

Land Sale No. 1 pertains to the current escrow of Lot 24 in Carlsbad Oaks North Business

Park which is located within the subject property at the southeast corner of Whiptail Loop

and Gazelle Court. This is one of the subject lots. This 9.7 net acre parcel is in a finished

lot condition with surrounding streets in place, utilities in the streets, and mass graded.

While physically ready for construction the map hasn’t been recorded yet dividing this 49

net-acre parcel into six lots. Per the property owner the map is anticipated to record in

September of 2016 at which time the lot should close. Per the buyer this lot is being

purchased based on $21.00 per square foot based on the net saleable acres. The buyer

is RAF Pacifica Group Development Fund I, LLC (related entity to buyer of Lots 8 and

13). Per Adam Robinson (buyer) they are planning a 150,000 square foot corporate

headquarters R & D building on the site and are also anticipating on closing this

transaction in September of 2016.

Land Sale No. 2 refers to the most recent closing within Carlsbad Oaks North Business

Park (subject property) at the northeast corner of whiptail Loop (east end) and Faraday

Avenue in Carlsbad. Lot 8 closed to RAF Group Lot 8 LLC (a related entity to Adam

Robinson) on June 29, 2016. The 11.3 net acre lot is fully finished and ready for


construction. Per the buyer’s representative the lot sold for $8,860,104 which equates to

$18.00 per square foot. The buyer is proposing a 168,000 square foot industrial building

on the site with plans underway and the proposed building currently being marketed. The

seller was Kilroy Realty Finance Partnership L.P. who purchased four lots from the master

developer in 2008.

Land Sale No. 3 pertains to the sale of Lots 4 and 5 in Carlsbad Oaks North Business

Park (subject property). The lots are located along both the north and south side of

Caribou Court along the east side of Whiptail Loop (west end) within the business park.

Victory Carlsbad Oaks Innovation Center L.P. purchased the 8.36 total net saleable acres

on June 28, 2016 for $6,034,909 or for $16.57 per square foot. The buyer is a related

entity to Badiee Development Inc. and is planning on building a 52,800 square foot multi-

tenant industrial building on Lot 5 and a 50,100 square foot industrial building on Lot 4.

The seller of the property was Kilroy Realty Finance Partnership L.P., the same seller as

Land Sale No. 2. Per the selling broker, this lot was in escrow at $18.00 per square foot

however was renegotiated due to the shape of the lots which affected the layout of the

proposed buildings and some square footage was lots due to the configuration.

Land Sale No. 4 refers to the June 16, 2016 closing of Lots 12-15 within the Carlsbad

Raceway Business Park located just east of the subject property. This site is located

within one mile of the subject property. The Carlsbad Raceway Business Park is more

built-out than Carlsbad Oaks North Business Park with few remaining undeveloped lots.

This site is located along both sides of Lionshead Avenue, one parcel west of Business

Park Drive in Carlsbad. The buyer is RAF Group Raceway LLC, a related entity to Adam

Robinson. The seller is Fenton Raceway LLC. Per the buyer’s representative they paid

$15,076,630 for the 18.0 net acres or $20.00 per square foot based on the net acreage.

The buyer is planning on building two industrial buildings totaling approximately 275,000

square feet for either a headquarters, distribution or manufacturing use.

Land Sale No. 5 pertains to the sale of Lots 18 and 19 within Carlsbad Oaks North

Business Park (subject property). These two lots are located along the north side of

Whiptail Loop in Carlsbad. They total 8.9 net acres. The two lots were sold in a finished

lot condition with surrounding streets in place and utilities in the street at each lot. The


lots closed on January 25, 2016 to Carlsbad Oaks Partners LLC, a related entity to HME

Electric. The buyer purchased the site to build their headquarters as there were no viable

buildings available in Carlsbad to fit their needs. The seller was Carlsbad Oaks North

Ventures L.P., a related entity to the master developer. The property sold for $7,269,500

or for $18.75 per square foot based on net acreage. The buyer is planning on building a

150,000 corporate headquarters/manufacturing building for HME Electric.

Land Sale No. 6 refers to Lot 7 within Carlsbad Oaks North Business Park (subject

property). This site is located along the west side of the east end of Whiptail Loop in

Carlsbad. The lot encompasses 5.79 net acres and was sold in a finished lot condition

to an owner/user. The site sold on January 13, 2016 for $4,539,823 or $18.00 per square

foot to Hughes Whiptail LLC, a related entity to Hughes Circuits. The seller was Kilroy

Realty Finance Partnership L.P., the same seller as Lots 4, 5 and 8. The buyer is planning

on building an 80,000 manufacturing building for their company.

Land Sale No. 7 is in regards to the sale of Lot 13 within Carlsbad Oaks North Business

Park (subject property), located along the east side of Whiptail Loop (east end) in

Carlsbad. The 11.8 net acre lot was purchased by Apg Carlsbad I LLC / SR 22 Carlsbad

Oaks Distribution / Pre IV C Oaks LLC (a related entity to Adam Robinson) for $6,168,096

or $12.00 per square foot on December 15, 2015. The seller was Carlsbad Oaks North

Ventures L.P., a related entity to the master developer. The buyer is currently under

construction with their project “Elevate”, a 157,268 square foot two building distribution

center. According to the buyer, they have good interest on the leasing of the buildings

which are anticipated to be completed by year end with 54,000 square feet leased to date

and another offer for an additional 8,000 square feet. This site along with Lot 7 (Land

Sale No. 9) rear to a residential neighborhood and have some restrictions due to this fact

which affected the sales price per the selling broker. The lots have a larger set-back from

the east boundary which rears to residential land use along with the requirement of a

block was along this border.

Land Sale No. 8 refers to the sale of Lots 2-9 of the Bressi Ranch Business Park located

along the east side of El Camino Real between Town Garden Road and Gateway Road

in Carlsbad approximately one mile south of the subject property. The property wasn’t


actually for sale and the seller was holding for future investment. The buyer, Viasat, Inc,

one of the largest employers in the City, has their corporate headquarters campus across

El Camino Real from this site and needed the property to expand their campus. According

to the selling broker Viasat kept offering higher and higher amounts until the seller, HCP

LS Carlsbad LLC decided it was worth it to sell. Viasat, Inc. paid $39,529,000 for the

23.00 net acres or $39.31 per square foot. This sale represents value in use rather than

market value for the site, thus less emphasis is placed on this transaction in the valuation

of the subject property. This transaction has been included due to the current date of

sale and its proximity to the subject property.

Land Sale No. 9 is in regards to the sale of Lot 17 within Carlsbad Oaks North Business

Park (subject property), located along the east side of Whiptail Loop (east end) in

Carlsbad, adjacent to Lot 13 (Land Sale No. 7). The 7.5 net acre lot was purchased by

Moorpark Venture L.P. a related entity to the Hamann Family Trust. The seller was

Carlsbad Oaks North Ventures L.P., a related entity to the master developer. The site

was purchased on February 23, 2015 for $3,920,400 or $12.00 per square foot. The

buyer is planning on constructing a 115,000 square foot distribution/manufacturing

building on the property. This site along with Lot 13 (Land Sale No. 7) rears to a

residential neighborhood and has some restrictions due to this fact which affected the

sales price per the selling broker.

The following chart summarizes the land sales utilized in this analysis.

Data No.

Location

Date of Sale

Lot Size Price/SF

Comparison to Subject

1 Carlsbad Oaks North Lot 24

Escrow 9.7 $21.00 One of subject lots

2 Carlsbad Oaks

North Lot 8 6/16

11.3

$18.00 One of subject lots

3 Carlsbad Oaks North Lots 4/5

6/16 8.36 $16.57 Two of subject lots

4 Carlsbad

Raceway Lots 12-15

6/16 18.0 $20.00 Similar

5 Carlsbad Oaks

North Lots 18/19 1/16

8.9 $18.75

Two of subject lots

6 Carlsbad Oaks

North Lot 7 1/16

5.79

$18.00 One of subject lots



12/15 11.8 $12.00 One of subject lots – rears to residential with some restrictions

8 Bressi Ranch

Lots 2-9 10/15 23.09 $39.30

Superior – value in use, frontage on El Camino Real


2/15 7.5 $12.00 One of subject lots – rears to residential with some restrictions

In addition to the above market data, we were recently made aware of an additional

escrow for a finished lot within the Bressi Ranch (similar to Data No. 8 above). Per the

buyer the parcel is in escrow at $25.00 per square foot and should close within the next

60 days. The above market data has an overall per square foot range from $12.00 to

$39.30 based on the net saleable acres. As noted, Data No. 8 was purchased by a

property owner with their corporate headquarters campus across El Camino Real and

needed the site for future expansion with little regard to the price of the land, thus it is our

opinion that this sale is not reflective of market value but rather value in use. The

remaining market data ranges from $12.00 to $21.00 with the highest price reflecting the

current escrow. The two lowest sales at $12.00 per square foot refer to two parcels that

rear to residential land use which created some restrictions on these lots. The remainder

of the market data ranges from $16.30 to $21.00 per square foot.

We have also interviewed several brokers in the area and reviewed several publications

as to the current industrial land market. While nine of the subject lots have either sold or

are in escrow with activity occurring in the past 15 months, the majority of the remaining

lots (3, 15, 16, 18, 19, 20, 21, 22 and 25) are smaller with sizes ranging from 2.3 to 4.6

net acres which would suggest owner user purchases rather than developers due to the

product that can be built on the lots. Lot 23 consists of 25.9 acres and reportedly has

three investor/developers who are interested in the site talking to the brokers and drawing

up different lay-outs on the site. Lots 1 and 2 are currently zoned for retail, commercial

use however are located offsite of the actual business center at the corner of El Fuerte

and Faraday. The master developer is in the process of obtaining approvals through the

city to change the zoning on these two lots to planned industrial use, similar to the

remainder of the site as there is currently a restriction that one of the two sites needs to

be developed into a service commercial use. While there is interest in one lot by a hotel

company, there are no signed offers at this time.


The above information will be utilized in the valuation for each lot below. First the

individually owned lots will each be discussed and valued, followed by a valuation for the

master developer owned lots. As previously discussed, the master developer owned lots

will be valued using a Discounted Cash Flow Analysis due to the single ownership of

multiple lots.

INDIVIDUALLY OWNED LOTS VALUE CONCLUSIONS Lots 4 and 5 Lots 4 (APN 209-120-03) encompasses 4.16 net saleable acres and Lot 5 (APN 209-120-

04) encompasses 4.2 net saleable acres for a total size of 8.36 acres. The two lots are

located along the east side of Whiptail Loop (west end) both north and south of Caribou

Court. The lots are in a finished condition. They are owned by Victory Carlsbad Oaks

Innovation Center L.P., a related entity to Badiee Development Inc. The buyer is planning

on constructing a 52,800 square foot multi-tenant industrial building on Lot 5 and a 50,100

square foot industrial building on Lot 4. Both lots closed on June 28th 2016 with the seller

being Kilroy Realty Finance Partnership L.P. The sales price was $6,034,900 which

equates to $16.57 per square foot based on the 8.36 total net saleable acres. In valuing

this parcel the best comparable is Land Sale No. 3, the subject sale. The lots closed

three days ago in a cash to seller transaction. The buyer purchased the site with the

subject City of Carlsbad CFD No. 3 IA2 special tax lien on the property. According to the

selling broker the site was originally in escrow at $18.00 per square foot however due to

site configurations in the planning of the buildings, there was a renegotiation and the

property closed at $16.57 per square foot. The next closest comparable is Land Sale No.

6 which refers to Lots 18 and 19 selling in January 2016. These two lots totaling 8.9 acres

sold for $7,269,500 or $18.75 per square foot. At time of sale the buyer had site plans

completed for their new proposed headquarters, thus this was an owner/user sale.

Owner/users can typically pay more for a property as the transaction needs to make

sense for their company’s bottom line however does not need to pencil as an investment

with a minimum return on rents. The configuration of this lot included some panoramic


views. The overall 2016 closings within Carlsbad Oaks North Business Park range from

$16.57 to $18.75 per square foot. The lot adjacent to the north (Lot 24) is in escrow at

$21.00 per square foot. This site may have some ocean views. The buyer of Lot 24 has

a site plan with a 150,000 square foot building configured on the site. The subject, Lots

4 and 5, lost some of its site configuration due to the two smaller lots rather than one 8+

acre parcel. Based on the above factors, we have concluded that Lots 4 and 5 have a

value of $16.50 per square foot. This calculates as follows:

364,162 square feet (8.36 acres) x $16.50 = $6,008,673

Lot 7 Lots 7 (APN 209-120-06) encompasses 5.79 net saleable acres. Lot 7 is located along

the west side of Whiptail Loop (east end), one parcel north of Faraday Avenue. This lot

is in a finished condition and is owned by Hughes Whiptail LLC, a related entity to Hughes

Circuits. The buyer is planning on constructing an 80,000 square foot manufacturing

building for its use. Lot 7 was purchased on January 13, 2016 for $4,539,823 or $18.00

per square foot with the seller being Kilroy Realty Finance Partnership L.P. Per the selling

broker the buyer could not find an existing building that satisfied their needs thus is

planning on developing their own building. In valuing this parcel the best comparable is

Land Sale No. 6, the subject sale which closed within the last six months. The buyer

purchased the site with the subject City of Carlsbad CFD No. 3 IA2 special tax lien on the

property. The next closest comparable is Land Sale No. 2 (Lot 8) located across Whiptail

Loop. Land Sale No. 2 contains 11.3 acres and has frontage along Faraday Avenue, a

busier commercial street and closed for $18.00 per square foot. The 2016 closings within

Carlsbad Oaks North Business Park range from $16.57 to $18.75 per square foot. The

lot adjacent to the northwest (Lot 24) is in escrow at $21.00 per square foot. Lot 24 may

have some ocean views. The buyer of Lot 24 has a site plan with a 150,000 square foot

building configured on the site. Based on the above factors, we have concluded that Lot

7 has a value of $18.00 per square foot. This calculates as follows:



Lot 8 Lots 8 (APN 209-120-07) encompasses 11.3 net saleable acres. Lot 8 is located at the

northwest corner of Faraday Avenue and Whiptail Loop. This lot has good frontage along

Faraday Avenue and is in a finished condition. RAF Group Lot 8 LLC (related entity to

Adam Robinson) purchased the site on June 29, 2016 for $8,860,104 or $18.00 per

square foot. The buyer is planning on constructing a Class A 168,000 square foot

industrial building with delivery anticipated in 2017. The seller was Kilroy Realty Finance

Partnership L.P. The buyer is also the owner/developer of Lot 13 (located directly north

of this parcel) on which he has two distribution buildings under construction. The buyer

is also in escrow on Lot 24 (Land Sale No. 1) and is the buyer of Land Sale No. 4 (within

Carlsbad Raceway Business Park). They are an active investor/developer in the

Carlsbad market. In valuing this parcel the best comparable is Land Sale No. 2, the

subject sale which closed two days ago at $18.00 per square foot. The buyer purchased

the site with the subject City of Carlsbad CFD No. 3 IA2 special tax lien on the property.

The next closest comparables are Land Sales No. 6 (Lot 7) and Land Sale No. 7 (Lot 13)

which are located across Whiptail Loop and directly north of Lot 8. Lot 7 sold for $18.00

per square foot in January to an owner user while Lot 13 sold for $12.00 per square foot

in December 2015. Lot 13 rears to some residential land use which restricts some of its

uses. In addition, the price was negotiated in summer of 2014 and was one of the first

transactions negotiated after the recession. Lot 13 also has an irregular shape making it

more difficult to develop. The subject parcel, Lot 8, has good frontage along Faraday and

is at an entrance to the Carlsbad Oaks North Business Park. The 2016 closings within

Carlsbad Oaks North Business Park range from $16.57 to $18.75 per square foot. Based

on the above factors, we have concluded that Lot 8 has a value of $18.00 per square foot.

This calculates as follows:


Lot 13 Lots 13 (APN 209-120-10) encompasses 11.8 net saleable acres. Lot 13 is located along

the east side of Whiptail Loop (east end) one parcel north of Faraday Avenue. This lot is

under development with two distribution buildings. The site was purchased in a finished

condition. This parcel rears to a residential development which restricts some of the uses


and configuration on the site. APG Carlsbad I LLC / PRE IV C Oaks LLC / SR-22 Carlsbad

Oaks Distribution (related entity to Adam Robinson) purchased the site on December 15,

2015 for $6,168,096 or $12.00 per square foot. The buyer is currently building a project

called Elevate, a 157,268 square foot two building distribution center. The buildings have

slabs poured, utilities on site and some walls tilted. The owner is anticipating completion

of the buildings by the end of 2016. They have one signed tenant for approximately

54,000 square feet at this time with other activity from possible additional tenants. The

seller was Carlsbad Oaks North Ventures L.P., the master developer. The buyer is also

the owner/developer of Lot 8 (located directly south of this parcel) on which he is planning

a 168,000 square foot industrial building. The buyer is also in escrow on Lot 24 (Land

Sale No. 1) and is the buyer of Land Sale No. 4 (within Carlsbad Raceway Business

Park). They are an active investor/developer in the Carlsbad market. While the subject

lot closed in December 2015 for $12.00 per square foot the transaction was negotiated in

summer of 2014 and was one of the first transactions to be negotiated since the

recession. In valuing this parcel the best comparables are Land Sale Nos. 2 (adjacent to

the south), Land Sale No. 6 (across Whiptail Loop) and Land Sale No. 9 (adjacent to the

north). Land Sale No. 2 sold for $18.00 per square foot and recently closed, however has

frontage on Faraday Avenue, a busier street with good visibility. Land Sale No. 6 closed

in January for $18.00 per square foot. Land Sale No. 9 and the subject sale (Land Sale

No. 7, Lot 13) both sold for $12.00 per square foot. Both rear to the residential

neighborhood, thus restricting their site plan a bit, however both were negotiated over two

years ago. The buyer purchased the site with the subject City of Carlsbad CFD No. 3 IA2

special tax lien on the property. Lot 13 also has an irregular shape restricting the site

plan making it more difficult to develop. The 2016 closings within Carlsbad Oaks North

Business Park range from $16.57 to $18.75 per square foot. Based on the above factors,

we have concluded that Lot 13 has a value of $15.00 per square foot. This calculates as

follows:


The property is currently under construction with two distribution buildings. Building slabs

are in, site work and utilities are underway, some walls poured and tilted and other walls


formed and poured. The developer/owner purchased the land for $6,168,096 and has

spent $1,588,898 on soft costs to date (architecture & engineering, consultants,

legal/marketing, permits & fees, property taxes and fees, insurance, development fee,

bonds, carrying costs and construction loan origination fee). In addition they have drawn

down $2,953,851 from their construction loan, the majority of which ($2,607,436) has

gone to the building contractor for hard costs with the remainder going towards additional

soft costs ($346,414). In both equity and construction loan proceeds the developer has

spent $4,542,749 in addition to the land price of $6,168,096 for a total amount spent to

date of $10,710,845

We are valuing the site in its “as is” condition, a partially improved building which would

not accrue the improvements cost on a dollar for dollar basis. That is, if another owner

took over the building today, contracts may be nullified, construction loans would need to

be reworked or nullified and other issues could arise, therefore, the $4,542,749 that has

been spent to date does not equate to the value another would pay for the partially

improved building. However, the site would be marketable. That is, in all likelihood, a

buyer could come in and pick up where the previous owner left off and continue the work

especially due to the leasing on the project. A lot of the work that has been completed

such as architecture, fees paid and obtained approvals and entitlements will, in all

probability, run with the land. Therefore, a new buyer would be well ahead of purchasing

a vacant lot and could possibly continue with the existing building once finding a new

contractor and construction loan or renegotiating with the existing contractor and lender.

Thus, the market value of these partially completed improvements are definitely more

than zero however well less than 100 percent of the dollars spent to date, so a discount

is warranted. Rarely do you see a partially built building for sale so there are no

comparables available. Due to the risk associated with a new owner needing to

renegotiate with a contractor or find a new contractor to finish the work, and renegotiate

with the construction lender or find a new lender, among other things, it is our opinion that

a discount between 25 and 75 percent is warranted. For purposes of this analysis, we

are using a 50 percent discount on the dollars spent to date in determining the fair market

value for the subject partially complete improvements. Based on the $4,542,749 spent


to date with a 50 percent discount applied suggests a market value for the partially

completed improvements of $2,271,374. Adding this to the concluded land value of

$7,710,120 concludes at a current market value for Lot 13 of $9,981,494.

Lot 17 Lots 17 (APN 209-120-14) encompasses 7.5 net saleable acres and is located along the

east side of Whiptail Loop (east end) two parcels north of Faraday Avenue. The site was

purchased in a finished condition. This parcel rears to a residential development which

restricts some of the uses and configuration on the site. Moorpark Ventures L.P. (related

entity to Hamann Family Trust) purchased the site on February 23, 2015 for $3,920,400

or $12.00 per square foot. The buyer is planning on constructing a 115,000 square foot

distribution/manufacturing building on the site. The seller was Carlsbad Oaks North

Ventures L.P., the master developer. While the subject lot closed in February 2015 for

$12.00 per square foot the transaction was negotiated in summer of 2014 and was one

of the first transactions to be negotiated since the recession. In valuing this parcel the

best comparables are Land Sale No. 5 (Lots 18 and 19 - adjacent to the west) and Land

Sale No. 6 (Lot 7 - across Whiptail Loop) and Land Sale 7 (Lot 13 - adjacent to the south).

Land Sale No. 5 sold for $18.75 per square foot and closed in January 2016. This site

was purchased by an owner user for their corporate headquarters. The site has some

panoramic views. Land Sale No. 6 closed in January for $18.00 per square foot. Land

Sale No. 7 closed in December 2015 based on $12.00 per square foot also. It has the

similar issue of rearing to the residential area which restricts some of its use and was

negotiated two years ago, similar to this transaction. The buyer purchased the site with

the subject City of Carlsbad CFD No. 3 IA2 special tax lien on the property. Lot 17 also

has an irregular shape (pie shaped lot) restricting the site plan making it more difficult to

develop. The 2016 closings within Carlsbad Oaks North Business Park range from

$16.57 to $18.75 per square foot. Based on the above factors, we have concluded that

Lot 17 has a value of $15.00 per square foot. This calculates as follows:



Lot 18 & 19 Lots 18 and 19 (APNs 209-120-15 & 16) total 8.9 net saleable acres and are located

along the north side of Whiptail Loop. The site was purchased in a finished condition.

These parcels have some views over the open space along with some blue water views.

Carlsbad Oaks Partners LLC, a related entity to HME Electric) purchased the property on

January 25, 2016 for $7,269,500 or $18.75 per square foot. The buyer is planning on

constructing their corporate headquarters/manufacturing building consisting of 150,000

square feet. The seller was Carlsbad Oaks North Ventures L.P., the master developer.

The buyer is an owner/user and was unable to find a building that satisfied their needs

available in the area so is choosing to build. In valuing this parcel the best comparable is

the subject sale (Land Sale No. 5) which closed in January 2016 at $18.75 per square

foot. This sale is slightly higher than some surrounding lands due to the rectangular

shape (easier to configure buildings than irregular shape) and the panoramic views. The

buyer purchased the site with the subject City of Carlsbad CFD No. 3 IA2 special tax lien

on the property. The 2016 closings within Carlsbad Oaks North Business Park range

from $16.57 to $18.75 per square foot with the subject sale the highest of the closed

transactions. Land Sale No. 1 (Lot 24) is in escrow at $21.00 per square foot with some

view potential. Based on the above factors, we have concluded that Lots 18 and 19 have

a value of $18.00 per square foot. This calculates as follows:



MASTER DEVELOPER OWNED LOTS - Lots 1, 2, 3, 6, 15, 16 & 20 thru 25 Lots 1 and 2 are located at the terminus of El Fuerte with frontage on Faraday Avenue.

The lots encompass 6.0 net acres and 7.52 net acres respectively. These two lots are

designated as Auxiliary Use Lots per the Specific Plan with a mandate that one of the two

lots (Lot 1 or Lot 2) shall be reserved for commercial support use with a notice of

restriction recorded on the sites. Planning Director approval of a planned industrial permit

for Lot 1 or 2, whichever occurs first, will automatically reserve the remaining lot for

commercial support uses. It is our understanding that the master developer/property

owner is in the process of getting this commercial restriction removed and changing the

zoning to PM similar to the remaining lots. However, at this time the restriction is still in

force. Due to the restriction to commercial use, it is our opinion that these lots would sell

after the majority of the remaining lots are built out in order to provide service retail. This

will be taken into consideration under the absorption time section later within the

Discounted Cash Flow Analysis. The best comparable for these two lots is the recent

sale of Lot No. 7 (Land Sale No. 2) which sold for $18.00 per square foot. According to

the seller’s representative, the current asking price on each of these lots is $32 per square

foot. While there has been some activity, there have been no offers at or near the asking

price. The 2016 closings within Carlsbad Oaks North Business Park range from $16.57

to $18.75 per square foot. Land Sale No. 1 (Lot 24) is in escrow at $21.00 per square

foot. Based on the above factors, we have concluded that the retail value for Lots 1 and

2 is $20.00 per square foot.

Lot 3 is located along the west side of Whiptail Loop (west end) just north and above

grade of Faraday Avenue providing for some view potential. Lot 3 contains 4.6 net acres.

It is offered for sale at $27.00 per square foot with no activity at this time. The best

comparable is Land Sale No. 3 (Lots 4 & 5) which are located directly across Whiptail

Loop from Lot 3. Lots 4 and 5 sold in June 2016 for $16.57 per square foot due to their

small configuration which limited the square footage that could be built on the site unlike

Lot 3. It is our conclusion that Lot 3 has a current retail value of $18.00 per square foot.


Lot 6 is located northwest corner of Faraday Avenue and Whiptail Loop (east end). Lot

6 has excellent frontage along Faraday Avenue with expansive open space views to the

south. Lot 6 contains 9.3 net acres and has a current asking price of $27.00 per square

foot. The best comparable for Lot 6 is Land Sale No. 2 (Lot 8) which sold in June 2016

for 18.00 per square foot. The remainder of the 2016 sales within Carlsbad Oaks North

Business Park range from $16.57 to $18.75 per square foot. Lot 6 is rectangular in shape

which will create an easy site plan for an industrial building. It also has frontage on

Faraday with expansive, panoramic views. It is our conclusion that Lot 6 has a current

retail value of $20.00 per square foot.

Lots 15 and 16 are located along the south side of Whiptail Loop. They are 4.0 and 3.9

net acres respectively and both have distant ocean views. The best comparables for Lots

15 and 16 is Land Sale No. 5 (Lots 18 and 19) which is located across Whiptail Loop from

Lots 15 and 16. Lots 18 and 19 sold in January 2016 to an owner/user for $18.75 per

square foot. Lots 18 and 19 are considered to be slightly inferior due to no distant ocean

views however the price paid was at the top of the closed sales range for lots within

Carlsbad Oaks North Business Park. Lots 15 and 16 have current asking prices of $27.00

per square foot with no activity to date. Based on the market data which is considered to

be good and plentiful, we have concluded that Lots 15 and 16 have a current market value

of $20.00 per square foot.

Lots 20, 21 and 22 are located along the north side of Whiptail Loop. They have some

canyon views. They contain 2.3, 3.7 and 3.5 net acres respectively. Asking prices are at

$27.00 per square foot. There has not been any recent activity on these lots. The 2016

closings within Carlsbad Oaks North Business Park range from $16.57 to $18.75 per

square foot and one current escrow at $21.00 per square foot. The best comparable is

Land Sale No. 5 (Lots 18 and 19 – adjacent to the east) which sold for $18.75 per square

foot to an owner/user in January 2016. Based on the market data, we have concluded

that Lots 20, 21 and 22 have a current market retail value of $18.00 per square foot.


Lot 23 is located along the west side of Whiptail Loop (west end) two parcels north of

Faraday. The lot contains 25.9 net acres of land. Some additional grading is needed on

the site with the costs of this grading accounted for in the overall remaining costs of the

development which will be considered later in this analysis. There is a significant amount

of activity on this lot as it is one of the few remaining large lots (over 20 acres) left in the

area. According to the seller’s representative, there are three developers currently going

through due diligence looking at site plans to build on this lot. The asking price for this

lot is $27.00 per square foot. The best comparable for this site is Land Sale No. 4 (Lots

12-15 of Carlsbad Raceway Business Park) which contains 18.0 net acres and sold for

$20.00 per square foot, however these lots are bisected by Lionshead Avenue while the

subject Lot 23 is a single 25.9 acre lot. Typically a larger lot would seller at a smaller

price per square foot due to the significantly larger size however because of the scarcity

of these larger lots and the interest in this lot, it is our opinion that Lot 23 has a current

market retail value of $20.00 per square foot.

Lot 24 is located at the southeast corner of Whiptail Loop and Gazelle Court with some

possible distant ocean views. The site encompasses 9.7 net acres and has a current

asking price of $27.00 per square foot. The property is in escrow to an entity related to

Adam Robinson at $21.00 per square foot. The property is anticipated to close in

September 2016 as soon as the final map records. The best comparable for this site is

Land Sale No. 5 (Lots 18 and 19) which have expansive canyon and open space views.

Land Sale No. 5 contained 8.9 acres and sold for $18.75 per square foot. Based on the

current escrow and the market data, it is our opinion that Lot 24 has a current retail market

value of $20.00 per square foot.

Lot 25 is located at the northeast corner of Whiptail Loop and Gazelle Court however

does not have views. The lot is generally below the elevation of Whiptail Loop except at

the entrance and contains 3.9 net acres. The best comparable would be Land Sale No.

3 (Lots 4 and 5) which are similar in size to Lot 25. Lots 4 and 5 sold in June, 2016 for

$16.57 per square foot. The lower price is due to the lot size and configuration of the site.


Lot 25 would have similar issues to the lot size and configuration for future buildings. It

is our opinion that Lot 25 has a current retail market value of $16.50 per square foot.

Concluded Retail Values – Master Developer Owned Lots

Lot No. Acres Value/SF Value 1 6.0 $20.00 $5,227,200 2 7.52 $20.00 $6,551,424 3 4.6 $18.00 $3,606,768 6 9.3 $20.00 $8,102,160 15 4.0 $20.00 $3,484,800 16 3.9 $20.00 $3,397,680

20, 21 6.0 $18.00 $4,704,480 22 3.5 $18.00 $2,744,280 23 25.9 $20.00 $22,564,080 24 9.7 $20.00 $8,450,640 25 3.9 $16.50 $2,803,086

Aggregate total $71,636,598

Absorption Period

There have been eight closings of lots with the first negotiations beginning in summer of

2014 suggesting four lots per year for the absorption rate. However, in summer 2014 there

was a pent up demand for industrial buildings as there had essentially been no construction

in the area for the previous eight years due to the recession. As the property had been sitting

for approximately eight years, you could also suggest the eight closings occurred over a

time period of ten years suggesting an absorption rate of under one lot per year, however

this time period includes the great recession. The master developer owns 12 remaining lots.

One of the lots is in escrow and due to close in September 2016. We have interviewed both

the buyer and seller and both agree this is the time period, thus, we believe Lot 24 will close

in second half of 2016. Lot 23 has had a significant amount of interest with three contractors

currently laying out site plans on the site. Per the owner the grading of the site will occur in

within the next year. For purposes of this analysis we are assuming Lot 23 will close in

approximately one year in the first half of 2017. The remainder of the lots along Whiptail

Loop (Lots 3, 6, 15, 16, 20, 21, 22 and 25) will sell as the proposed product on the previously

sold lots are built out and square footage absorbs or as additional owner/users come to the

market. We are in a different market cycle now relative to the 2006-2013 cycle, thus, we

have concluded that these 8 lots will sell, two per year beginning in 2nd half 2017. Lots 1


and 2 have the retail component restricting their use at this time. In order for service

commercial to be built, the majority of the remainder of the business park would have to be

built-out. Therefore, we are concluding that Lots 1 and 2 will sell near the end of the

absorption period.

Remaining Costs

As discussed under the remaining costs section earlier within this report there are

$850,000 remaining hard costs associated with the land development which is the master

developer’s responsibility. The remaining $850,000 includes landscaping and irrigation,

catch basins, storm drain tie-ins, erosion control, additional grading, clearing and

miscellaneous. The additional grading is needed for Lot 23 which is due to sell within the

next year. For purposes of this analysis we have spread the costs with $500,000 over

year one, $100,000 in year two, three and four and $50,000 in year five.

Indirect Costs

Overall Property Tax has been calculated based on the concluded master developer owned

appraised value times an overall tax rate of 1.2 percent plus City of Carlsbad CFD No. 3 IA

2 costs of an estimated $500,000 for the first year with taxes and special district costs going

down based on the percentage of lands sold.

Administrative and Contingency includes general administrative costs including accounting

and office costs, common area charges for landscaping, watering, security and property

management. We have considered a 2.5 percent of retail sales appropriate for the

Administrative and Contingency allowance.

Sales and Marketing includes broker commissions, marketing costs, legal fees and all costs

associated with marketing and selling the lots. We have interviewed brokers and

commissions range from two and one-half percent to five percent depending on the size of

the transaction and the current market. For purposes of this analysis we have included a

4.5 percent sales and marketing allowance.


Discount Rate

In selecting a discount rate, the following was completed: 1. Interviews with developers, investors and brokers in all of Southern California as well

as several in San Diego 2. Review of current market conditions including current market rates as well as yields

reflected in other markets (i.e., municipal bonds, corporate bonds, etc.) 3. The location, quality, historical sales and demand for the subject properties The lots within Carlsbad Oaks North Business Park were developed prior to the great

recession. They are in a generally finished lot condition with little to no development risk

remaining in the project. There was one sale of Lot 14 (not a part of this appraisal) in 2010

to Ionis Pharmaceuticals for their corporate headquarters. No further land sales occurred

until summer of 2014 when developers showed interest in the property once again with the

second lot closing in February 2015 followed by closings of seven additional lots since that

time. The lots which have sold are the generally the larger sized lots. This leaves the

smaller lots with the exception of Lot 24 (in escrow), Lot 23 (good activity) and Lot 6 (not yet

being marketed). As discussed under the San Diego Industrial Market while the market is

currently strong, global and nationwide economic conditions are still sluggish making the

future outlook uncertain. While the subject property is developed, taking all of the

development risk out of the project, there is still market risk. The Discount Rate includes all

of the above plus a profit due to the developer. All of the above items have been considered

in arriving at an 18 percent discount rate which is considered appropriate for this analysis.

Discounted Cash Flow Summary

The discounted revenue (see DCF Analysis in Addenda) for the master developer owned

lots is $53,694,000.


APPRAISAL REPORT SUMMARY

The appraisal assignment was to value the subject property within CFD No. 3 IA2 which

includes 20 industrial lots within Carlsbad Oaks North Business Park. In addition we are

reporting the assessed value for a single developed lot within the business park (not to

be considered an appraised value but rather the assessed value). Carlsbad Oaks North

Business Park was developed between 2005 and 2008 prior to the great recession. The

property sat for many years with one parcel sold in 2010 which was built out as the Ionis

Pharmaceutical’s Corporate Headquarters (lot being reported as Assessed Value and

NOT A PART of this appraisal). In 2014 additional lots began to sell with eight lots closing

in the past 15 months, most with plans underway and one under construction with a

distribution center. The master developer owns the remaining 12 lots which are currently

being marketed. The subject property was valued utilizing the Sales Comparison

Approach to value for the individually owned lots and via a Discounted Cash Flow

Analysis for the developer owned lands. The valuation took into account the City of

Carlsbad CFD No. 3 IA2 special tax lien. The concluded aggregate value for the subject

properties, subject to their respective special tax lien, is:

Lot Nos. Owner Appraised

Value 4, 5 Victory Carlsbad Oaks Innovation L.P. $6,008,673 7 Hughes Whiptail LLC $4,539,823 8 RAF Group Lot 8 LLC $8,860,104 13 APG Carlsbad I LLC/PRE IV C Oaks LLC/SR 22 Carlsbad Oaks

Distribution

$9,981,494 17 Moorpark Ventures L.P. $4,900,500 18, 19 Carlsbad Oaks Partners LLC $6,978,312 1,2 3, 6,15, 16,20-25


$53,694,000

Total Aggregate Appraised Value $94,962,906 The above values are stated as of said date of value and subject to the attached Assumptions and Limiting Conditions and Appraiser’s Certification.

Reporting of Assessed Value Lot 14 Isis Pharmaceuticals, Inc LF BMR-Gazelle Court LLC. $57,180,000


APPRAISER’S CERTIFICATION The appraiser certifies that to the best of his knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions and conclusions are limited only by the reported

assumptions and limiting conditions, and are my personal, unbiased, professional analyses, opinions and conclusions.

3. The appraiser has no present or prospective interest in the property that is the subject of

this report, and no personal interest or bias with respect to the parties involved. 4. The appraiser’s compensation is not contingent upon the reporting of a predetermined

value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result or the occurrence of a subsequent event.

5. This appraisal was not based on a requested minimum valuation, a specific valuation or

the approval of a loan. 6. The analyses, opinions and conclusions were developed, and this report was prepared, in

conformity with the Uniform Standards of Professional Appraisal Practice. 7. Kitty Siino has made a personal inspection of the property that is the subject of this report. 8. Kitty Siino has not performed any appraisal services on the subject property in the past

three years. 9. No other appraisers have provided significant professional assistance to the persons

signing this report. 10. The reported analyses, opinions and conclusions were developed, and this report was

prepared, in conformity with the requirements of the Appraisal Institute’s Code of Professional Ethics and Standards of Professional Appraisal Practice, which include the Uniform Standards of Professional Appraisal Practice.

11. The use of this report is subject to the requirements of the Appraisal Institute relating to

review by its duly authorized representatives. 12. As of the date of this report, Kitty Siino has completed the requirements of the continuing

education program of the Appraisal Institute.

Kitty S. Siino, MAI State Certified General Real Estate Appraiser (AG004793)

ADDENDA

CFD NO. 3 IA2 BOUNDARY MAP

TRACT MAPS 97-13-01, 02 & 03

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lOT l iWE AIIV77ER'SR!tJH1S(T ACCfSS R£J..IN(XJl5H[l} AS SHONN IN/JICATIT RXJNO 2• ~ PfPC MfH TAC IJARI(£[) "RC!: 27214' P[H JIAP 14926 IMJICATES FO(JNI) 2 · 1.P. W/MC S!AJ,/P£D 'RC£ 27211' PO( I/AP Na. 1.5.505 lf!JICA.7[S F(XIN{) Sm[£7 J,l()M,Jf,ENf W/t)(SC STAAIP[{) '!Kr 27214' AS SHO#W IN/JICATIT SET 2 · lP. wfi)'sc STAJIPED 'Re£ 27214'

WICAT£S SET Sll?fET J{(,W///,([l(f w,A}lsc STMIP[l} M 11214' NltJICA 7[S OATA PO? MAP No. 11926 INlJICATES/JATA PlRJIAPllo. 1550.5

BASIS OF 8[ARINGS TH[ BASIS Cf" 8£,4,0NCS FOli' THIS SIAl'llfY IS lH[' CAI.FORNIA a;IQIPWAlf SYSTDI - 19&.l ZONE 6, 19!J1 . .J5 EPOCH. Na/TH A!IERJCAN OAf/111 CF f98J (NA08.!J 000 8£ARfHGS BVIICOI PT. Na 78 AND PT. NO. 7T AS SAID CO<Y?lllNATES ARC PU8USH£J) IN TH£ CITY f£ CMl.!.8AO SVR',CY Ct:NTTiU. N[lHORK ESTABJ.ISHEI) BY RfC()H(} (T Sl,lf'lfl' Na 17271, Ftf,O IN THE OFnCE CF TH£ SAN {)/[C() COt!NTr R[COPJlEH ()'I flBR(JARY 8. 2002; 1.£. N26'28°20T

RfJTRfNCEO 8€ARNIGS FROAI OTHER OOCWIEN!S/1)€[[)S IIAY a? ltlAY NOT 8€ IN l[Rl(SfTSAIJSYSrEII.

THE CCNB!NED SCAlE FACla? AT Pl NO. 78 IS a!J999.18990. CRfO /JISTAHC[ := Cl?OIJNO DISTANCE K CCN8iN£{) CRII) FACT()? C(AVIOGOIC£ ANG.I AT Pf. Na 78 IS -CltJ'.1}'4/i.605•

t~ ·:: -\~

--~,,N'''\ ~ \

~\ ~ Pl NO. 78

~ ~~1/flJoYJ; ~\\ ~ ~ E 6251351.801 ~. ~/ ~ ELEV J.12.651

\ A>t "$' NG',029

Pl NO. 11 -.. 'f;I 'I+ PER ROS 17211 '-'IW it" N 1992504.6-16 E 62S65!8.!!JO ELEV Uf..()()O NCff!29

I. !HE TOTAi. A~A HflHIN THIS SV80IWS1CW IS 58.89 ACRfS. 2. TH£ TOTAL NUJIB[RfFLOfS WJTHJ, M SVB/JMSION/S6.

fRST AND LAST LOT NlllHJlRS AH£ 2IJ ANO 25 RESP£Cnr.fl Y.

.! f/Nl[SS OlHERMSE SHOIIN C1I lllS "AP. A J/4~ I/KW PIP[ Ht!H [1SC JiARKEf) 1i'r:l" 27214' /ttU BE SC! ,ff All INTERm LOT ca?N£RS. ALCWC 1H[ Sl0£J.IN£S CT 0£0/CAfE[) STREET mt;HTS CT ~r ltlll 8E Uf,WtJ!JEJITEO BYA IEA/J [)l5C JIARKE!) 'He£ 272U; SET AllJllC AN EXffHSK.W ~ TH£ LOT Lff AT AN Cfl"SE! (F 9.7'' IN fH£ Cl/RB CR .!OtJ' 1H THE .51{)£WALK. TH£ orrst! StfAll. (J( M£ASl)f(£/) HADW.1.Y & AT f?IGHT )M;/.£S TO TH£ KJGHT(F WAYIJNEIW IH£ MHT lH£ ABO~ TIP£S ITAIOMJAIENTS CA/JfWJT 8£ 5£1 m£ TV lJNroR£5EEH Cli"aAISTANCES, 1H£N A TAG OR DISC "ARKED 'RC£ 27214'Mt.1. (J{ S£T1NC(,N(',Mf£. S!(,H£Q/1 //£TA/. AT !J£ !R(J£ POSl!TON CAJ.1£/J f1R BY !HIS JJAP. Sff IXFERR£1J IIOMJN£HT STAfIJIENT N lH£ ll«llNEEK's" tINTnCAIE ON SHEU No. l

I. AJ.1 IXSTANCES ANO/DI' SfRffT MOTHS SHO~ CW !HIS "AP WlHOi/T lJ£CIAUJ. PCINTS REPRCSENT lffAf DISTANCE TO a€ HllNORfOTH if A FOOT.

5. UHf.fS"S 0THOUWS£ Sl-lOl+N, AU a!Rlfl" AR£ TANGCNT Cllli'lf""S'.

CALIFORNIA COORDINATE INDEX NUMBER 1994-6252 TENTATIVE MAP C.T. 97-1 3

COST ESTIMATE

DISCOUNTED CASH FLOW ANALYSIS

PLANNING NET PRICEPRODUCT TYPE AREA ACRES / SQ. FT.

IndustrialIndustrial 1 6.00 20.00Industrial 2 7.52 20.00Industrial 3 4.60 18.00Industrial 6 9.30 20.00Industrial 15, 16 7.90 20.00Industrial 20, 21 6.00 18.00Industrial 22 3.50 18.00Industrial 23 25.90 20.00Industrial 24 9.70 20.00Industrial 25 3.90 16.50

Industrial Totals 84.32Grand Total 84.32

Gen Dev Costs (before finance costs)……………………………….……………… 850,000

Appreciation of Property..........……………………………………………………… 2.00%Cost Increases..……………………………………………………………………… 2.00%

Admin./Conting…………………………………………………………………..…… 2.50%Sales & Marketing Costs…………………………………………………………… 4.50%Taxes (See schedule)

Const Loan Interest Rate (includes pts).....………………………………………… 6.00%Loan Repayment ( % of Revenues ).………………………………………………… 85.00%Annual Discount Rate………………………………………………………………… 18.00%Each time period = Semi-Annual

Present Value of the Property (millions)......………………………………………… $53.694

------- Other Assumptions -------

CONCLUSIONS

ASSUMPTIONS MATRIX

---------------- Parcel`s Land-Use Designations -----------------

---------- Inflation Rates Annually -----------

----------- Indirect Costs -----------

City of Carlsbad CFD No. 3 Improvement Area 2(Portion of) Carlsbad Oaks North Business Park

Potential ProductsPLANNING PRICE NET

PRODUCT TYPE AREA / SQ.FT. ACRES 0 1 2 3 4 5 6 7 8 9 TOTALIndustrialIndustrial 1 20.00 6.00 5.227 5.227Industrial 2 20.00 7.52 6.551 6.551Industrial 3 18.00 4.60 3.607 3.607Industrial 6 20.00 9.30 8.102 8.102Industrial 15, 16 20.00 7.90 6.882 6.882Industrial 20, 21 18.00 6.00 4.704 4.704Industrial 22 18.00 3.50 2.744 2.744Industrial 23 20.00 25.90 22.564 22.564Industrial 24 20.00 9.70 8.451 8.451Industrial 25 16.50 3.90 2.803 2.803

Industrial Totals 84.32 8.451 22.564 3.607 6.882 8.102 4.704 2.744 5.227 9.355 71.637GRAND TOTALS 84.32 8.451 22.564 3.607 6.882 8.102 4.704 2.744 5.227 9.355 71.637

---------------------------------------------------------------------- PERIODS----------------------------------------------------------------------

FINISHED LOT LAND SALES MAP & SHEETS

Land Sale No. 1 Site: Lot 24, Carlsbad Oaks North Business Park Location: Southeast corner of Whiptail Loop and Gazelle Court, Carlsbad APN: Portion of 209-120-18-00 Size: 9.7 saleable acres Zoning: PM (Planned Industrial) Condition: Sold in a finished lot condition. Surrounding streets are in place

with utilities in street at each lot. Date of Sale: Current Escrow (estimated to close September 2016) Sales Price: $8,873,172 Price/SF: $21.00/square foot Buyer: RAF Pacifica Group Development Fund I, LLC Seller: Carlsbad Oaks North Partners (related entity to Techbilt Const.) Comments: Per the listing broker and the property owner this escrow is

anticipated to close upon map recordation around September 2016. Buyer plans on building a 150,000 square foot corporate headquarters R & D building.

Land Sale No. 2 Site: Lot 8, Carlsbad Oaks North Business Park Location: Northeast corner of Whiptail Loop (east end) and Faraday Avenue,

Carlsbad APN: Portion of 209-120-07 Size: 11.3 saleable acres Zoning: PM (Planned Industrial) Condition: Sold in a finished lot condition. Surrounding streets are in place

with utilities in street at each lot. Date of Sale: June 29, 2016 Sales Price: $8,860,104 Price/SF: $18.00/square foot Buyer: RAF Group Lot 8 LLC (related entity to RAF Pacifica Group

Development Fund 1 LLC / Adam Robinson) Seller: Kilroy Realty Finance Partnership LP Comments: Buyer is planning on building a Class A 168,000 square foot

industrial building with delivery in 2017.

Land Sale No. 3 Site: Lots 4 & 5, Carlsbad Oaks North Business Park Location: Both sides of Caribou Court along east side of Whiptail Loop,

Carlsbad APN: 209-120-03 & 04 Size: 8.36 saleable acres Zoning: PM (Planned Industrial) Condition: Sold in a finished lot condition. Surrounding streets are in place

with utilities in street at each lot. Date of Sale: June 28, 2016 Sales Price: $6,034,909 Price/SF: $16.57/square foot Buyer: Victory Carlsbad Oaks Innovation Center L.P. (related entity to

Badiee Development Inc.) Seller: Kilroy Realty Finance Partnership L.P. Comments: Buyer is planning on building a Lot 5 building a 52,800 square foot

multi-tenant industrial building Lot 4 a 50,100 square foot building.

Land Sale No. 4 Site: Lots12-15 Carlsbad Raceway Business Park Location: Both sides of Lionshead Avenue one parcel west of Business Park

Drive, Carlsbad. APN: 221-881-06 and 16 Size: 18.42 gross and 18.0 net saleable acres Zoning: PM (Planned Industrial) Condition: Sold in a finished lot condition. Surrounding streets are in place

with utilities in street. Date of Sale: June 16, 2016 Sales Price: $15,076,630 Price/SF: $20.00/square foot (net acreage) Buyer: RAF Pacifica Group - Development Fund 1 LLC however they took

title as RAF Group Raceway LLC Seller: Fenton Raceway LLC Comments: Per the listing buyer’s representative they are planning on building

two industrial buildings totaling approximately 275,000 square feet for headquarters, distribution or manufacturing use.

Land Sale No. 5

Site: Lots 18 & 19, Carlsbad Oaks North Business Park Location: North side of Whiptail Loop (generally near center of loop),

Carlsbad APN: 209-120-15 & 16 Size: 8.9 saleable acres Zoning: PM (Planned Industrial) Condition: Sold in a finished lot condition. Surrounding streets are in place

with utilities in street at each lot. Date of Sale: January 25, 2016 Sales Price: $7,269,500 Price/SF: $18.75/square foot Buyer: Carlsbad Oaks Partners LLC (related entity to HME Electric) Seller: Carlsbad Oaks North Ventures L.P. Comments: Buyer is planning on building a 150,000 corporate

headquarters/manufacturing building.

Land Sale No. 6 Site: Lot 7, Carlsbad Oaks North Business Park Location: West side of East end of Whiptail Loop, Carlsbad APN: 209-120-06 Size: 5.79 saleable acres Zoning: PM (Planned Industrial) Condition: Sold in a finished lot condition. Surrounding streets are in place

with utilities in street at each lot. Date of Sale: January 13, 2016 Sales Price: $4,539,823 Price/SF: $18.00/square foot Buyer: Hughes Whiptail LLC Seller: Kilroy Realty Finance Partnership L.P. Comments: Buyer is planning on building a 80,000 manufacturing building

Land Sale No. 7

Site: Lot 13, Carlsbad Oaks North Business Park Location: East side of Whiptail Loop (towards east end of Whiptail Loop),

Carlsbad APN: 209-120-10 Size: 11.8 saleable acres Zoning: PM (Planned Industrial) Condition: Sold in a finished lot condition. Surrounding streets are in place

with utilities in street at each lot. Date of Sale: 12/15/2015 Sales Price: $6,168,096 Price/SF: $12.00/square foot Buyer: APG Carlsbad I LLC / SR 22 Carlsbad Oaks Distribution / PRE IV C

Oaks LLC (related entity to Adam Robinson) Seller: Carlsbad Oaks North Ventures L.P. Comments: Buyer is under construction of Elevate, a 157,268 two building

distribution center with functional truck access, 52’x 50’ column spacing, multiple dock and grade loading positions, 12’ x 14’ and 16’ x 18’ roll up doors, with 27’ clearance in one building and 32’ clearance in the other building.

Land Sale No. 8

Site: Lots 2-9 of Bressi Ranch Business Park Location: East of El Camino Real, North of Town Garden Road, West of

Alicante Road and south of Gateway Road, Carlsbad APN: 213-260-02 through 09 Size: 23.09 acres Zoning: PM (Planned Industrial) Condition: Sold in a finished lot condition. Surrounding streets are in place

with utilities in existing streets. Date of Sale: October 6, 2015 Sales Price: $39,529,000 Price/SF: $39.31/square foot Buyer: Viasat Inc. Seller: HCP LS Carlsbad LLC Comments: Seller wasn’t looking to sell but wanted to hold for future sale.

Buyer has corporate headquarters campus directly across El Camino Real from this site and wanted site for a future expansion. Reportedly the buyer kept offering more and more until the seller decided it was worth selling. Not so much market value as a value in use for Viasat.

Land Sale No. 9

Site: Lot 17, Carlsbad Oaks North Business Park Location: East side of Whiptail Loop (towards east end of Whiptail Loop),

Carlsbad APN: 209-120-14 Size: 7.5 saleable acres Zoning: PM (Planned Industrial) Condition: Sold in a finished lot condition. Surrounding streets are in place

with utilities in street at each lot. Date of Sale: 2/23/2015 Sales Price: $3,920,400 Price/SF: $12.00/square foot Buyer: Moorpark Venture L.P. (related entity to Hamann Family Trust) Seller: Carlsbad Oaks North Ventures L.P. Comments: Buyer is planning on construction of a 115,000 square foot

distribution/manufacturing building.

MARKETING BROCHURE / NET SALEABLE ACRES

LOTS AVAILABL!;: !=OR SAL!; OR BUILD-TO-SUIT

LOT LOT NUMBER SALEABLE AC ELEVATION STATUS NUMBER SALEABLE AC ELEVATION STATUS

6.0AC 258 FT S32/SF 16 3.9 AC 480 FT S27/SF

2 7.5AC 264FT S32/SF 17 7.5AC 467 FT Sold

3 4.6AC 320 FT S27/SF 18 4.9AC 492 FT Sold

4 4.3AC 368 FT Sold 19 4.0AC 484 FT Sold

5 4.2AC 342 FT Sold 20 2.3 AC 457 FT $27/SF

6 9.3AC 364FT S27/SF 21 3.7 AC 440 FT $27/SF

7 6.0AC 404FT Sold 22 3.5AC 406 FT $27/SF

8 11.3 AC 352 FT Sold 23 25.9 AC 387 FT S27/SF

13 11.8 AC 402 FT Sold 24 9.7 AC 390 FT In Escrow

14 12.3AC 455 FT Sold 25 3.9 AC 432 FT S22/SF

15 4.0AC 478 FT S27/SF

150.6 Nl;:T AC IN A 600 AC MAST!;:R-PLANN!;:D D!;:V!;:LQPM!;:NT

!=!;:ATURING OV!;:R 200 ACR!;:S 01= NATURAL OP!;:N SPAC!;:

HIGHLIGHTS ' Located within a 600 acre masterplanned development featuring over 200 acres of natural open space

> Carlsbad PM zoning

Elevated pads providing ocean views

> Easy access to Interstate 5 and Highway 78

Purchase price is subject to the assumption of CFD-1 and CFD-3 community facility bonds levied against the parcels fort he purpose of off-site and community facilities improvements.

> Purchase price does not include: > Carlsbad Oaks No1ih association fee

> City landscape and lighting district fee

First American Title

PRELIMINARY TITLE REPORT


Revised 4-28-2016

First American Title Company 4380 La Jolla Village Dr, Suite 200 San Diego, CA 92122

1. Customer Reference: 2. Order Number: LJ-5112454 (06)

3. Title Officer: Dianne Livingston 4. Phone: (858)410-1303 5. Fax No.: (714)913-6750 6. E-Mail: [email protected]

7. Escrow Officer: Karen Hagen 8. Phone: (858)202-5675 9. Fax No.: (888)302-8627 10. E-Mail: [email protected]

11. E-Mail Loan Documents to: [email protected] 12. Buyer: RAF Pacifica Group-Development Fund I, LLC 13. Owner: Carlsbad Oaks North Partners, LP 14. Property: Vacant Land

15. Carlsbad, CA

PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner’s Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report.


Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.


16. Dated as of February 24, 2016 at 7:30 A.M.

17. The form of Policy of title insurance contemplated by this report is:

18. To Be Determined

19. A specific request should be made if another form or additional coverage is desired. 20. Title to said estate or interest at the date hereof is vested in:

21. CARLSBAD OAKS NORTH PARTNERS, L.P., A LIMITED PARTNERSHIP

22. The estate or interest in the land hereinafter described or referred to covered by this

Report is: A fee.

23. The Land referred to herein is described as

follows: (See attached Legal Description)

24. At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows:

1. General and special taxes and assessments for the fiscal year 2016-2017, a lien not yet due or

payable. 2. General and special taxes and assessments for the fiscal year 2015-2016.

First Installment: $46,157.07, PAID 25. Penalty: $4,615.71 26. Second Installment: $46,157.07, PAID 27. Penalty: $0.00 28. Tax Rate Area: 09013 29. A. P. No.: 209-120-18-00

3. Supplemental taxes for the year 2015-2016 assessed pursuant to Chapter 3.5 commencing with

Section 75 of the California Revenue and Taxation Code. 30. First Installment: $49,999.99, PAID 31. Penalty: $5,000.00 32. Second Installment: $49,999.99, PAID 33. Penalty: $0.00 34. Tax Rate Area: 09013 35. A. P. No.: 900-000-96-00

36. APN NO'S: 900-000-94-00, 900-000-95-00


37. Installment amounts shown above affect each of the above referenced Assessor Parcel Numbers.

4. Assessment liens, if applicable, collected with the general and special taxes, including but not

limited to those disclosed by the reflection of the following on the tax roll:

38. Community Facilities District Carlsbad CFD #3 IMP 2. 5. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the

California Government Code for Community Facilities District No. 1, as disclosed by Notice of Special Tax Lien recorded May 20, 1991 as Instrument No. 1991-0236959 of Official Records.

39. Document(s) declaring modifications thereof recorded June 29, 2004 as Instrument No. 2004- 0606773 of Official Records.

6. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with

Section 75 of the California Revenue and Taxation Code. 7. The terms and provisions contained in the document entitled "Payment of a Public Facilities Fee"

recorded December 3, 1981 as Instrument No. 81-380028 of Official Records. 8. The terms and provisions contained in the document entitled "Payment of a Public Facilities Fee"

recorded December 11, 1985 as Instrument No. 85-466658 of Official Records. 9. Lien for weed abatement in favor of City Council of the City of Carlsbad

Against: Carlsbad Oaks North, LP 40. Amount: $1,547.40 41. Recorded: August 5, 2004 as Instrument No. 2004-

0740745 of Official Records. 10. The terms and provisions contained in the document entitled "Notice of Restriction on Real

Property" recorded November 9, 2004 as Instrument No. 2004-1066056 of Official Records. 11. The terms and provisions contained in the document entitled "Notice and Waiver Concerning

Proximity of the Planned or Existing Palomar Airport Road and Melrose Drive Transportation Corridors Case No: CT 97-13" recorded November 9, 2004 as Instrument No. 2004-1066058 of Official Records.

12. The terms and provisions contained in the document entitled "Hold Harmless Agreement

Drainage" recorded December 15, 2004 as Instrument No. 2004-1180067 of Official Records. 13. The terms and provisions contained in the document entitled "Hold Harmless Agreement

Geological Failure" recorded December 15, 2004 as Instrument No. 2004-1180068 of Official Records.

14. The terms and provisions contained in the document entitled "Agreement Between

Developer/Owner and the City of Carlsbad for the Payment of a Local Drainage Area Fee" recorded December 21, 2004 as Instrument No. 2004-1201221 of Official Records.


15. An easement for public street and public utility and incidental purposes, recorded January 23,

2007 as Instrument No. 2007-0047586 of Official Records. 42. In Favor of: City of Carlsbad, a municipal corporation Affects: As described therein

16. Rights of the public in and to that portion of the land lying within any Road, Street, Alley or

Highway. 17. Water rights, claims or title to water, whether or not shown by the public records.

18. Rights of parties in possession.

Prior to the issuance of any policy of title insurance, the Company will require: 19. With respect to Carlsbad Oaks North Partners, L.P., a California limited partnership:

a. That a certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto (form LP-2) be recorded in the public records; b. A full copy of the partnership agreement and any amendments; c. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; d. Other requirements which the Company may impose following its review of the material required herein and other information which the Company may require.


Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction.

1. The property covered by this report is vacant land.

2. According to the public records, there has been no conveyance of the land within a period of twenty-four months

prior to the date of this report, except as follows:

None

3. We find no open deeds of trust. Escrow please confirm before closing.

The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached.

INFORMATIONAL NOTES


LEGAL DESCRIPTION

Real property in the City of Carlsbad, County of San Diego, State of California, described as follows:

A PORTION OF LOT 'B' OF RANCHO AGUA HEDIONDA, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, NOVEMBER 16, 1896, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF LOT 14 OF C.T. 97-13-02 ACCORDING TO MAP THEREOF NO. 15505, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JANUARY 23, 2007 AS FILE NO. 2007-0047588, SAID POINT BEING ON THE NORTHERLY BOUNDARY OF A PUBLIC STREET AND UTILITY EASEMENT RECORDED JANUARY 23, 2007 AS FILE NO. 2007-0047586, SAID POINT ALSO BEING ON A 56.00 FOOT RADIUS CURVE CONCAVE WESTERLY, A RADIAL TO SAID POINT BEARS NORTH 10° 39' 29" EAST; THENCE, ALONG SAID EASEMENT, SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 181° 26' 49" AN ARC DISTANCE OF 177.34 TO THE SOUTHERLY BOUNDARY OF SAID EASEMENT AND THE BEGINNING OF A COMPOUND 836.00 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE WESTERLY ALONG SAID SOUTHERLY BOUNDARY AND SAID CURVE THROUGH A CENTRAL ANGLE OF 10° 54' 11" AN ARC DISTANCE OF 159.09; THENCE, LEAVING SAID SOUTHERLY BOUNDARY, NON-TANGENT TO SAID CURVE SOUTH 01° 47' 45" WEST 442.55 FEET; THENCE SOUTH 43° 05' 58" WEST 78.45 FEET TO A POINT ON THE BOUNDARY LINE OF MAP NO. 14926; THENCE, ALONG SAID BOUNDARY LINE, NORTH 77° 38' 20" WEST 113.76 FEET; THENCE, CONTINUING ALONG SAID BOUNDARY LINE SOUTH 11° 17' 49" WEST 82.26 FEET; THENCE SOUTH 87° 08' 32" WEST 365.70 FEET; THENCE SOUTH 72° 37' 22" WEST 98.92 FEET; THENCE SOUTH 78° 26' 29" WEST 72.00 FEET; THENCE, CONTINUING ALONG SAID BOUNDARY LINE, NORTH 11° 33' 31" WEST 194.52 FEET TO THE BEGINNING OF A TANGENT 786.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 3° 10' 04" AN ARC DISTANCE OF 43.46 FEET; THENCE, NON-TANGENT TO SAID CURVE, SOUTH 84° 35' 16" WEST 280.24 FEET; THENCE SOUTH 85° 29' 23" WEST 251.74 FEET; THENCE SOUTH 82° 04' 13" WEST 213.60 FEET; THENCE SOUTH 89° 43' 03" WEST 175.64 FEET TO THE BEGINNING OF A TANGENT 365.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 45° 47' 04" AN ARC DISTANCE OF 291.67 TO THE BEGINNING OF A COMPOUND 263.95 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 44° 15' 12" AN ARC DISTANCE OF 203.87; THENCE NORTH 00° 14' 41" WEST 240.75 FEET; THENCE NORTH 44° 08' 29" WEST 144.73 FEET; THENCE NORTH 19° 31' 49" WEST 131.99 FEET; THENCE NORTH 05° 21' 05" EAST 57.20 FEET; THENCE NORTH 34° 27' 58" EAST 197.57 FEET; THENCE NORTH 59° 57' 40" EAST 70.09 FEET; THENCE SOUTH 79° 15' 22" EAST 175.81 FEET; THENCE SOUTH 51° 37' 17" EAST 154.72 FEET TO THE BEGINNING OF A 183.02 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 52° 02' 49" AN ARC DISTANCE OF 166.25 TO THE BEGINNING OF A REVERSE 171.06 FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 36° 18' 35" AN ARC DISTANCE OF 108.40; THENCE SOUTH 67° 21' 31" EAST 137.39 FEET TO THE BEGINNING OF A 120.00 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46° 37' 51" AN ARC DISTANCE OF 97.66; THENCE NORTH 66° 00' 38" EAST 156.85 FEET; THENCE NORTH 45° 24' 07" EAST 128.01 FEET; THENCE SOUTH 84° 16' 15" EAST 52.97 FEET; THENCE NORTH 20° 33' 19" EAST

121.02 FEET; THENCE NORTH 47° 08' 06" EAST 406.15 FEET; THENCE SOUTH 89° 28' 01" EAST 876.72 FEET TO THE NORTHWEST CORNER OF MAP NO. 15505; THENCE, LEAVING THE BOUNDARY LINE OF SAID MAP NO. 14926 ALONG THE WEST LINE OF SAID MAP 15505, SOUTH 00° 31' 59" WEST 420.80 FEET; THENCE, CONTINUING ALONG SAID WEST LINE, SOUTH 89° 28' 01" EAST 45.73 FEET; THENCE SOUTH 00° 31' 59" WEST 376.85 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 14; THENCE, ALONG SAID NORTH LINE, SOUTH 89° 09' 41" WEST 153.25 FEET TO THE POINT OF BEGINNING.

THIS LEGAL DESCRIPTION IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE APPROVING A LOT LINE ADJUSTMENT, CERTIFICATE NO. ADJ 09-05 RECORDED MARCH 15, 2016, AS INSTRUMENT NO. 2016-0113806 OF OFFICIAL RECORDS.

APN: 209-120-18-00

FEMA MAP

APPRAISER’S QUALIFICATIONS

QUALIFICATIONS OF KITTY S. SIINO, MAI

Education

Bachelor of Arts in Business Administration, Financial Investments, California State University, Long Beach, California (1980)

Post-Graduate Study, Real Estate Development, University of California, Irvine, California

Appraisal Institute Classes: Uniform Standards of Professional Appraisal Practice, A & B; Appraisal Principles; Appraisal Procedures; Basic Income Capitalization; Advanced Income Capitalization; Narrative Report Writing; Advanced Applications, Case Studies. Successfully completed all classes in addition to successfully completing the writing of a Demonstration Report and taking the Comprehensive Exam. Became a Member of the Appraisal Institute in December 1996. Have completed over 100 hours of continuing education through the Appraisal Institute every five years.

Employment

1988 - Present: Self-Employed Real Estate Appraiser. Duties include the appraisal of various types of properties such as commercial, retail, industrial and vacant land. More complex assignments include easements, right-of-ways and special assessment districts. From 1996 to present, specialized in special assessment districts and community facilities districts appraisals for public entities, including Jurupa Community Services District, Corona Norco Unified School District, City of Corona, City of Chula Vista, City of San Marcos and City of Moreno Valley.

1986-1988:

Project Manager of Development for Ferguson Partners, Irvine, California. Duties included land acquisitions; review of fee appraisals and valuations; analysis of proposed development; planning and design; and management of development, construction and lease-up. The types of properties developed were commercial and industrial. Duties ranged from raw, vacant site development through property management of recently developed projects.

1981 - 1986

Manager of Finance, Construction for Community Development Division, The Irvine Company, Irvine, California. Duties included originating and managing a newly formed division of finance to bridge between the accounting functions and project management functions. Worked with analysis and budgets for Community Development Division. Coordinated with cities in forming new Assessment Districts and Community Facilities Districts to finance major infrastructure improvements. Types of properties were apartments and single-family residential lots on a for sale basis to apartment and homebuilders.

1980 - 1981

Investment Counselor, Newport Equity Funds, Newport Beach, California. Duties included obtaining private financing for residential properties, working with appraisals of properties and analyzing the investments.

Licenses

Real Estate Sales Person, State of California, 1980 Certified General Appraiser, State of California (#AG004793)

Organizations

MAI #11145 - The Appraisal Institute Public Financing

CASTOFF Meetings, 2006, 2007, 2008, 2009, 2010, 2011, 2013, 2014, 2015 and 2016 Speaker, Mello-Roos & Special Assessment Financing, UCLA Extension Public Policy Program, February 2009 and March 2011


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