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Building Square Footage of an Accessory Dwelling Unit shall be included when classifying the property for Special Tax A, but an Accessory Dwelling Unit shall not be considered a Dwelling Unit for purposes of Special Tax B, Special Tax C (Contingent) or Special Tax D. “Exempt Property” means all Assessor’s Parcels designated as being exempt from Special Taxes as provided for in Section F, as determined by the CFD Administrator. “Final Map” means a subdivision of property ev idenced by the recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or the recordation of a condominium plan pursuant to California Civil Code 4285 that creat es individual lots for which building permits may be issued without further subdivision. “Final Map Property ” means Assessor’s Parcels: (i) that are included in a Final Map that was recorded prior to the January 1 preceding the Fiscal Year in which the Spe cial Tax is being levied, and (ii) for which a Building Permit was not issued prior to March 1 preceding the Fiscal Year in which the Special Tax is being levied, as determined by the CFD Administrator.
“Fiscal Year” means the period commencing on July 1 of any year and ending the following June 30. “Improvement Area No. 1” or “ IA No. 1” means the property in the CFD designated as Improvement Area 1 on the Boundary Map.
“Indenture ” means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time. “Land Use Category” means any of the categories listed in the tables included in Table 1 and Table 2 of Section D, Table 4 of Section M, Table 6 of Section S, a nd Table 8 of Section Y. “Lot” means an individual legal lot created by a Final Map for which a Building Permit could be issued.
“Maintenance Services ” means the services permitted under the Act including, without limitation, street sweeping, traffic signa l maintenance, the maintenance of landscaping and lighting of publicly owned parks, parkways, streets, roads and open spaces, flood and storm protection services, and the operation of storm drainage systems contained within the boundaries of CFD No. 2023-1 and the City. “Maintenance Services (Contingent )” means the Maintenance Services described above and permitted under the Act, contained within CFD No. 2023-1 and the City, which are proposed to be maintained and paid for through the Property Owner Associa tion, and all to which the City has been granted an easement allowing such maintenance in any Fiscal Year following a Failure to Perform as defined in Section Q hereof. “Maximum Special Tax” means the Maximum Special Tax A, the Maximum Special Tax B, the Maximum Special Tax C (Contingent), or the Maximum Special Tax D, as applicable. “Maximum Special Tax A” means the maximum Special Tax A, determined in accordance with Section D, which can be levied by IA No. 1 of CFD No. 2023-1. “Maximum Special Tax B” mea ns the maximum Special Tax B, determined in accordance with Section M, which can be levied by IA No. 1 of CFD No. 2023-1. “Maximum Special Tax C (Contingent) ” means the maximum Special Tax C (Contingent), determined in accordance with Section S, which can be levied by IA No. 1 of CFD No. 2023-1 following the Fiscal Year in which there is a Failure to Perform as defined in Section Q hereof. The Maximum Special
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Tax C (Contingent), if levied, will be levied on all Assessor’s Parcels in addition to, and not in lieu of, the Maximum Special Tax B.
“Maximum Special Tax D” means the maximum Special Tax D, determined in accordance with Section Y, which can be levied by IA No. 1 of CFD No. 2023-1. “Minimum Taxable Acreage” means the smallest allowable amount of Acreage of Taxable Property.
For IA No. 1 of CFD No. 2023-1, it shall not be less than shown in Table 3 of Section F. “Non-Residential Property ” means all Assessor’s Parcels of Developed Property for which a building permit was issued for any type of non -residential use, as determined by the CFD Administrator. “Operating Fund for Maintenance Services ” means a fund that shall be maintained for IA No. 1 of CFD No. 2023-1 for any Fiscal Year to pay for the actual costs of providing the Maintenance Services an d the Administrative Expenses attributable to providing such Maintenance Services. “Operating Fund for Maintenance Services (Contingent) ” means a fund that shall be maintained for IA No. 1 of CFD No. 2023-1 for any Fiscal Year to pay for the actual costs o f providing the Maintenance Services (Contingent) and the Administrative Expenses attributable to providing such Maintenance Services (Contingent).
“Operating Fund for Public Services ” means a fund that shall be maintained for IA No. 1 of CFD No. 2023-1 for any Fiscal Year to pay for the actual costs of providing the Public Services and the Administrative Expenses attributable to providing such Public Services. “Operating Fund Balance ” means the amount of funds in the applicable operating fund at the end of the preceding Fiscal Year.
“Partial Prepayment Amount ” means the amount required to prepay a portion of the Special Tax A obligation for an Assessor’s Parcel, as described in Section H. “Prepayment Amount ” means the amount required to prepay the Special Tax A obligation in full for an Assessor’s Parcel, as described in Section G.
“Property Owner Association ” means the Fairway Canyon Community Association, or its successors, which was formed for the purpose of marketing, selling, and managing the common interests of the homes and lots within IA No. 1 of CFD No. 2023-1.
“Property Owner’s Association Property” means all Assessor’s Parcels which, as of July 1st of the Fiscal Year in which the Special Tax is being levied, have been conveyed, dedicated to, or i rrevocably offered for dedication to the Property Owner Association, including any master or sub -association. “Proportionately” means for Taxable Property for Special Tax A that is (i) Developed Property, that the ratio of the actual Special Tax A levy to the Assigned Special Tax A is the same for all Assessor’s Parcels of Developed Property, (ii) Final Map Property, that the ratio of the actual Special Tax A levy to the Maximum Special Tax A is the same for all Assessor’s Parcels of Final Map Property, and (iii) Undeveloped Property and Provisional Undeveloped Property, that the ratio of the actual Special Tax A levy per Acre to the Maximum Special Tax A per Acre is the same for all Assessor’s Parcels of Undeveloped Property and Provisional Undeveloped Property.
For Special Tax B that is (i) Developed Property, that the ratio of the actual Special Tax B levy to the Maximum Special Tax B is the same for all Assessor’s Parcels of Developed Property, including Developed Property with attached Dwelling Units and (ii) Final Map Property, that the ratio of the actual Special Tax B levy to the Maximum Special Tax B is the same for all Assessor’s Parcels of Final Map Property.
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For Special Tax C (Contingent) that is (i) Developed Property, that the ratio of the actual Special Tax C (Contingent) levy to the Maximum Special Tax C (Contingent) is the same for all Assessor’s Parcels of Developed Property, including Developed Property with attached Dwelling Units and (ii) Final Map Property, that the ratio of the actual Spe cial Tax C (Contingent) levy to the Maximum Special Tax C (Contingent) is the same for all Assessor’s Parcels of Final Map Property.
For Special Tax D, that the ratio of the actual Special Tax D levy to the Maximum Special Tax D is the same for all Assesso r’s Parcels of Developed Property, including Developed Property with attached Dwelling Units.
“Provisional Undeveloped Property” means Public Property or Property Owner Association Property that is not Exempt Property pursuant to Section F. “Public Property” means all Assessor’s Parcels which, as of July 1st of the Fiscal Year in which the Special Tax is being levied, are used for rights -of-way or any other purpose and is owned by, dedicated to, or irrevocably offered for dedication to the federal governmen t, the State of California, the County, or any other local jurisdiction, provided, however, that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified according to its use. “Public Services ” means the services permitted under the Act including, without limitation, police and fire protection, ambulance and paramedic services provided within the boundaries of CFD No. 2023-1 and the City.
“Residential Property” means al l Assessor’s Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units, as determined by the CFD Administrator.
“Special Tax(es)” means the Special Tax A, the Special Tax B, the Special Tax C (Contingent), and the Special Tax D.
“Special Tax A” means any of the Special Taxes authorized to be levied within IA No. 1 of CFD No. 2023-1 pursuant to the Act to fund the Special Tax A Requirement. “Special Tax A Requirement ” means t he amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses applicable to the Special Tax A, (iii) the costs ass ociated with the release of funds from an escrow account, (iv) any amount required to establish or replenish any reserve funds established in association with the Bonds, (v) the collection or accumulation of funds for the acquisition or construction of facilities authorized by IA No. 1 of CFD No. 2023-1 provided that the inclusion of such amount does not cause an increase in the levy of Special Tax A on Final Map Property or Undeveloped Property, less (vi) any amounts available to pay debt service or other periodic costs on the Bonds pursuant to any applicable bond Indenture, fiscal agent agreement, or trust agreement.
“Special Tax B” means any of the Special Taxes authorized to be levied by IA No. 1 of CFD No. 2023-1 pursuant to the Act to fund the Special Tax B Requirement. Under no circumstances shall this Special Tax be eligible for prepayment of any kind.
“Special Tax B Requirement ” means the amount required in any Fiscal Year to pay for certain costs as required to meet the needs of CFD No. 2023-1 for Maintenance Services in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the (i) direct costs for Maintenance Services, (ii) amount necessary to fund an operating reserve for the costs of Maintenance Services as dete rmined by the CFD Administrator, and (iii) Administrative Expenses applicable to the Special Tax B, less (iv) a credit in an amount equal to the Operating Fund Balance. Under no circumstances shall the Special Tax B Requirement include funds for bonds.
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“Special Tax C (Contingent) ” means any of the Special Taxes authorized to be levied by IA No. 1 of CFD No. 2023-1 pursuant to the Act to fund the Special Tax C (Contingent) Requirement. Under no circumstances shall this Special Tax be eligible for prepayment of any kind. The Special Tax C (Contingent), if levied, will be levied on all Assessor’s Parcels of Taxable Property in addition to, and not in lieu of, the Special Tax B.
“Special Tax C (Contingent) Requirement ” means that amount required in any Fiscal Year to pay for certain costs as required to meet the needs of CFD No. 2023-1 for Maintenance Services (Contingent) in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the (i) direct costs for Maintenance Services (C ontingent), (ii) amount necessary to fund an operating reserve for the costs of Maintenance Services (Contingent) as determined by the CFD Administrator, and (iii) Administrative Expenses applicable to the Special Tax C (Contingent), less (iv) a credit in an amount equal to the Operating Fund Balance. Under no circumstances shall the Special Tax C (Contingent) Requirement include funds for bonds. The Special Tax C (Contingent) Requirement, if initiated, will be applied to all Assessor’s Parcels in addition to, and not in lieu of, the Special Tax B Requirement. “Special Tax D” means any of the Special Taxes authorized to be levied by IA No. 1 of CFD No. 2023-1 pursuant to the Act to fund the Special Tax D Requirement. Under no circumstances shall this Special Tax be eligible for prepayment of any kind.
“Special Tax D Requirement ” means the amount required in any Fiscal Year to pay for certain costs as required to meet the needs of CFD No. 2023-1 for Public Services in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the (i) direct costs for Public Services, (ii) amount necessary to fund an operating reserve for the costs of Public Services as determined by the CFD Administrator, and (iii) Administrative Expenses applicable to the Special Tax D, less (iv) a credit in an amount equal to the Operating Fund Balance. Under no circumstances shall the Special Tax D Requirement include funds for bonds. “Taxable Property” means all Assessor’s Parcels within IA No. 1 of CFD No. 2023-1, which are not Exempt Property, as determined by the CFD Administrator. “Taxable Unit” means either a Dwelling Unit or an Acre. “Trustee” means the firm that holds and administers assets on behalf of IA No. 1 of CFD No. 2023-1 under and pursuant to the Indenture.
“Undeveloped Property” means all Assessor’s Parcels of Taxable Property which are not Developed Property or Final Map Property, as determined by the CFD Administrator. “Zone(s)” means Zone 1 or 2 as geographically identified on the Boundary Map. “Zone 1” means the specific geographic area depicted as Improvement Area No. 1, Zone 1 on the Boundary Map.
“Zone 2” means the specific geographic area depicted as Improvement Area No. 1, Zone 2 on the Boundary Map.
B. SPECIAL TAX A
Commencing Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax A on all Taxable Property pursuant to Section E, to fund the Special Tax A Requirement.
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C. CLASSIFICATION OF ASSESSOR’S PARCELS
Each Fiscal Year, beginning with Fiscal Year 2023-2024, each Assessor’s Parcel shall be classified as Taxable Property or Exempt Property. In addition, each Assessor’s Parcel of Taxable Property shall be assigned to one of the Zones based upon its geographic location and further classified as Developed Property, Final Map Property, Undeveloped Property, or Provisional Undeveloped Property. In addition, each Assessor’s Parcel of Developed Property shall further be classified as Residential Property or Non -Residential Property. Lastly, Asses sor’s Parcels of Residential Property shall be further categorized into Land Use Categories based on the Building Square Footage for such Assessor’s Parcel.
D. MAXIMUM SPECIAL TAX A
1. Developed Property
The Maximum Special Tax A for each Assessor’s Parcel of Residential Property that is classified as Developed Property in any Fiscal Year shall be the amount determined by the greater of (i) the application of the Assigned Special Tax A in Tables 1 and 2 included in Section D below or (ii) the application of the Backup Special Tax A. The Maximum Special Tax A for each Assessor’s Parcel of Non -Residential Property that is classified as Developed Property in any Fiscal Year shall be the Assigned Special Tax A in the tables below.
a. Assigned Special Tax A
Each Fiscal Year, beginning with Fiscal Year 2023-2024, each Assessor’s Parcel of Developed Property shall be subject to an Assigned Special Tax A. The Assigned Special Tax A applicable to an Assessor’s Parcel of Developed Property for any Fiscal Year shall b e determined pursuant to Tables 1 and 2 below based upon the Zone in which the Assessor’s Parcel is located.
TABLE 1
ASSIGNED SPECIAL TAX A RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 1
Land Use Category
Taxable
Unit
Building
Square Footage
Assigned Special Tax A
Per Taxable Unit
1. Residential Property DU Less than 2,100 $1,328
2. Residential Property DU 2,100 – 2,400 $1,376
3. Residential Property DU Greater than 2,400 $1,414
4. Non-Residential Property Acre N/A $8,204
TABLE 2
ASSIGNED SPECIAL TAX A RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 2
Land Use Category
Taxable
Unit
Building Square
Footage
Assigned Special Tax A
Per Taxable Unit
1. Residential Property DU Less than 1,600 $1,106
2. Residential Property DU 1,600 – 1,800 $1,215
3. Residential Property DU 1,801 – 2,000 $1,325
4. Residential Property DU Greater than 2,000 $1,414
5. Non-Residential Property Acre N/A $8,456
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b. Backup Special Tax A
When a Final Map is recorded, the CFD Administrator shall determine which Zone the Final Map area lies within and the Backup Special Tax A for an Assessor’s Parcel classified or to be classified as Residential Property within such Final Map shall be determ ined by multiplying the Undeveloped Property Maximum Special Tax A rate per Acre for the applicable Zone by the total Acreage of Taxable Property within such Final Map, excluding the Acreage associated with Non - Residential Property, Public Property and/or Property Owners’ Association Property that is not Exempt Property pursuant to Section F and dividing such amount by the number of Assessor’s Parcels within such Final Map classified as either (i) Residential Property or (ii) Final Map Property for which a Building Permit is expected to be issued for Residential Property (i.e., the number of residential lots).
Notwithstanding the forgoing, if Assessor’s Parcels classified or to be classified as Residential Property are subsequently changed or modified by rec ordation of a lot line adjustment or similar instrument, then the Backup Special Tax shall be recalculated for the area that has been changed or modified using the methodology described in the preceding paragraph.
The Backup Special Tax shall not apply to Non-Residential Property, Public Property, Property Owners’ Association Property, or Provisional Undeveloped Property.
2. Final Map Property
The Maximum Special Tax A for each Assessor’s Parcel of Final Map Property expected to be classified as Residential Property shall be the Backup Special Tax A computed pursuant to Section D.1.b above.
The Maximum Special Tax A for each Assessor’s Parcel of Final Map Property expected to be classified as Non -Residential Property shall be determined pursuant to the rate per Acre below for the Zone in which the Assessor’s Parcel is located:
1. Zone 1 rate per Acre - $8,204
2. Zone 2 rate per Acre - $8,456
3. Undeveloped Property and/or Provisional Undeveloped Property The Maximum Special Tax A for each Assessor’s Parcel cl assified as Undeveloped Property or Provisional Undeveloped Property shall be determined pursuant to the rate per Acre below for the Zone in which the Assessor’s Parcel is located:
1. Zone 1 rate per Acre - $8,204
2. Zone 2 rate per Acre - $8,456
E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX A
1. Commencing with Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes A on all Taxable Property until the amount of Special Tax A equals the Special Tax A Requirement in accordance with the following steps:
Step One: The Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax A rates in the tables included in Section D as needed to satisfy the Special Tax A Requirement.
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Step Two: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Final Map Pr operty, at up to 100% of the Maximum Special Tax A applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax A Requirement.
Step Three: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property, at up to 100% of the Maximum Special Tax A applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax A Requirement.
Step Four: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, then for each Assessor’s Parcel of Developed Property for which the Maximum Special Tax A is the Backup Special Tax A, t he Special Tax A shall be increased Proportionately from the Assigned Special Tax A up to 100% of the Backup Special Tax A as needed to satisfy the Special Tax A Requirement.
Step Five: If additional moneys are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Provisional Undeveloped Property, at up to 100% of the Maximum Special Tax A applicable to each such Assessor’s Parcel as need ed to satisfy the Special Tax A Requirement.
Under no circumstances will Special Tax A be levied against any Assessor’s Parcel used as a private residence be increased as a consequence of delinquency or default by the owner of any other Assessor’s Parcel or Parcels within the CFD by more than ten percent (10%) of the Special Tax A that would have been levied in that Fiscal Year, had there never been any such delinquencies or defaults, pursuant to California Government Code Section 53321(d), as in effect on the date of formation of CFD No. 2023-1.
F. EXEMPTIONS
The City shall classify as Exempt Property, in the following order of priority, (i) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor’s Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assesso r’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by a homeowners’ association, (iv) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes s et forth in the easement, (v) Assessor’s Parcels which are privately owned and are encumbered by or restricted solely for public uses, or (vi) Assessor’s Parcels restricted to other types of public uses determined by the City Council, provided that no such classification would reduce the total Acreage of all Taxable Property to less than the amounts shown in Table 3 below.
TABLE 3
MINIMUM TAXABLE ACRES
Tax Zone Acres
1 9.20
2 11.69
Notwithstanding the above, the City Council shall not classify an Assessor’s Parcel as Exempt Property if such classification would reduce the total Acreage of all Taxable Property to less than the Acres shown in Table 3 per Tax Zone. Assessor’s Parcels w hich cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than the Acres shown in Table 3
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per Tax Zone will be classified as Provisional Undeveloped Property, and will be subject to Sp ecial Tax pursuant to Step Five in Section E.
G. PREPAYMENT OF SPECIAL TAX A
The following additional definitions apply to this Section G:
“CFD Public Facilities ” means $2,500,000, expressed in 2023 dollars, which shall increase by the Construction Inflation Index on January 1, 2024, and on each January 1 thereafter, or such lower amount as (i) determined by the City as sufficient to provide the public facilities under the authorized bonding program for CFD No. 2023-1, or (ii) determined by the City Council concurrently with a covenant that it will not issue any more Bonds to be supported by Special Taxes levied under this Rate and Method of Apportionment. “Construction Fund” means an account specifically identified in the Indenture or functionally equivalent to hold funds, which are currently available for expenditure to acquire or construct public facilities eligible under IA No. 1 of CFD No. 2023-1.
“Construction Inflation Index” means the annual percentage change in the Engineering News - Record Building Cost Index for the city of Los Angeles, measured as of the Calendar Year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the City that is reason ably comparable to the Engineering News -Record Building Cost Index for the City of Los Angeles.
“Future Facilities Costs” means the CFD Public Facilities minus public facility costs available to be funded through existing construction or escrow accounts that have been funded by the Outstanding Bonds, and minus public facility costs funded by interest earnings on the Construction Fund actually earned prior to the date of prepayment.
“Outstanding Bonds” means all previously issued Bonds issued and secured b y the levy of Special Taxes A which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Special Taxes A.
The Special Tax A obligation of an Assessor’s Parcel of Developed Property, an Assessor’s Parcel of Final Map Property, Undeveloped Property for which a building permit has been issued, or an Assessor’s Parcel of Undeveloped Property may be prepaid in full , provided that there are no delinquent Special Taxes, penalties, or interest charges outstanding with respect to such Assessor’s Parcel at the time the Special Tax A obligation would be prepaid. The Prepayment Amount for an Assessor’s Parcel eligible for prepayment shall be determined as described below.
An owner of an Assessor’s Parcel intending to prepay the Special Tax A obligation shall provide the City with written notice of intent to prepay, and within five (5) days of receipt of such notice, the Ci ty shall notify such owner of the amount of the non -refundable deposit determined to cover the cost to be incurred by IA No. 1 of CFD No. 2023-1 in calculating the proper Prepayment Amount. Within fifteen (15) days of receipt of such non -refundable deposit, the City shall notify such owner of the Prepayment Amount of such Assessor’s Parcel.
The Prepayment Amount for each applicable Assessor’s Parcel shall be calculated according to the following formula (capitalized terms defined below):
Bond Redemption Amount
plus Redemption Premium
plus Future Facilities Amount
plus Defeasance
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plus Administrative Fee
less Reserve Fund Credit
equals Prepayment Amount
As of the date of prepayment, the Prepayment Amount shall be calculated as follows:
1. For Assessor ’s Parcels of Developed Property, compute the Assigned Special Tax A and the Backup Special Tax A applicable to the Assessor’s Parcel. For Assessor’s Parcels of Final Map Property or Undeveloped Property, compute the Assigned Special Tax A and the Backup Special Tax A as though it was already designated as Developed Property based upon the building permit issued or to be issued for that Assessor’s Parcel.
2. For each Assessor’s Parcel of Developed Property, Final Map Property, or Undeveloped Property to be prepaid, (a) divide the Assigned Special Tax A computed pursuant to paragraph 1 for such Assessor’s Parcel by the sum of the estimated Assigned Special Tax A applicable to all Assessor’s Parcels of Taxable Property at buildout of IA No. 1, as reasonably determined by the CFD Administrator, and (b) divide the Backup Special Tax A computed pursuant to paragraph 1 for such Assessor’s Parcel by the sum of the estimated Backup Special Tax A applicable to all Assessor’s Parcels of Taxable Property at buildout of IA No. 1, as reasonably determined by the CFD Administrator.
3. Multiply the larger quotient computed pursuant to paragraph 2(a) or 2(b) by the Outstanding Bonds. The product shall be the “Bond Redemption Amount”.
4. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed with the proceeds of the Bond Redemption Amount. This product is the “Redemption Premium.”
5. Compute the Future Facilities Cost.
6. Multiply the larger quotient computed pursuant to paragraph 2(a) or 2(b) by the amount determined pursuant to paragraph 5 to determine the Future Facilities Cost to be prepaid (the “Future Facilities Amount”). Notwithstanding the foregoing, the Future Facilities Amount shall in no event be less than 0.
7. Compute the amount needed to pay interest on the Bond Redemption Amount, the Redemption Premium, less the Reserve Fund Credit (see step 11) to be redeemed with the proceeds of the Prepayment Amount until the earliest redemption date for the O utstanding Bonds.
8. Estimate the amount of interest earnings to be derived from the reinvestment of the Bond Redemption Amount plus the Redemption Premium until the earliest call date for the Outstanding Bonds.
9. Subtract the amount computed pursuant to paragraph 8 from the amount computed pursuant to paragraph 7. This difference is the “Defeasance.”
10. Estimate the administrative fees and expenses associated with the prepayment, including the costs of computation of the Prepayment Amount, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption. This amount is the “Administrative Fee.”
11. Calculate the “Reserve Fund Credit” as the lesser of: (a) the expected reduction in the applicable reserve requirements, if any, associated with the redemption of Outstanding Bonds
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as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirements in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the applicable reserve funds on the prepayment date.
Notwithstanding the foregoing, if the reserve fund requirement is satisfied by a surety bond or other instrument at the time of the prepayment, then no Reserve Fund Credit shall be given.
Notwithstanding the foregoing, the Reserve Fund Credit shall in no event be less than 0.
12. The Prepayment Amount is equal to the sum of the Bond Redemption Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance, and the Admi nistrative Fee, less the Reserve Fund Credit.
With respect to a Special Tax A obligation that is prepaid pursuant to this Section G, the City Council shall indicate in the records of IA No. 1 of CFD No. 2023-1 that there has been a prepayment of the Specia l Tax A obligation and shall cause a suitable notice to be recorded in compliance with the Act within thirty (30) days of receipt of such prepayment to indicate the prepayment of the Special Tax A obligation and the release of the Special Tax A lien on suc h Assessor’s Parcel and the obligation of such Assessor’s Parcel to pay such Special Taxes A shall cease.
Notwithstanding the foregoing, no prepayment will be allowed unless the amount of Special Tax A that may be levied on Taxable Property in each future Fiscal Year, net of Administrative Expenses, shall be at least 1.1 times the regularly scheduled annual interest and principal payments on all currently Outstanding Bonds in each future Fiscal Year.
H. PARTIAL PREPAYMENT OF SPECIAL TAX A
The Special Tax A obligation of an Assessor’s Parcel of Developed Property, or an Assessor’s Parcel of Final Map Property, or Undeveloped Property for which a building permit has been issued and will be classified as Developed Property in the next Fiscal Year, as calculated in this Section H below, may be partially prepaid, provided that there are no delinquent Special Taxes, penalties, or interest charges outstanding with respect to such Assessor’s Parcel at the time the Special Tax A obligation would be prepaid.
The Partial Prepayment Amount shall be calculated according to the following formula:
PP = P H x F
The terms above have the following meanings:
PP = the Partial Prepayment Amount.
PH = the Prepayment Amount calculated according to Section G.
F = the percent by which the owner of the Assessor’s Parcel is partially prepaying the Special Tax A obligation.
With respect to any Assessor’s Parcel that is partially prepaid, the City Council shall indicate in the record of IA No. 1 of CFD No. 2023-1 that there has been a parti al prepayment of the Special Tax A obligation and shall cause a suitable notice to be recorded in compliance with the Act within thirty (30) days of receipt of such partial prepayment of the Special Tax A obligation, to indicate the partial prepayment of t he Special Tax A obligation and the partial release of the Special Tax A lien on such Assessor’s Parcel, and the obligation of the owner of such Assessor’s Parcel to pay such prepaid portion of the Special Tax A shall cease.
Notwithstanding the foregoing, no partial prepayment will be allowed unless the amount of Special Tax A that may be levied on Taxable Property in each future Fiscal Year after such partial prepayment, net of Administrative Expenses, shall be at least 1.1 times the regularly scheduled an nual interest and principal payments on all currently Outstanding Bonds in each future Fiscal Year.
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I. TERMINATION OF SPECIAL TAX A
For each Fiscal Year that any Bonds are outstanding the Special Tax A shall be levied on all Assessor’s Parcels subject to t he Special Tax A as necessary to satisfy the Special Tax A Requirement. The Special Tax A shall cease not later than the 2063 -2064 Fiscal Year, however, Special Tax A will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determine d (i) that all required interest and principal payments on the IA No. 1 Bonds have been paid; (ii) all authorized facilities of IA No. 1 have been acquired and all reimbursements have been paid pursuant to the acquisition agreement related to IA No. 1, (iii) no delinquent Special Tax A remain uncollected and (iv) all other obligations of IA No. 1 Special Tax A have been satisfied.
J. MANNER OF COLLECTION
The Special Tax A shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that IA No. 1 may collect Special Tax A at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor’s Parcels as permitted by the Act.
K. SPECIAL TAX B
Commencing Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax B on Taxable Property pursuant to Section N, up to the applicable Maximum Special Tax B to fund the Special Tax B Requirement.
L. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX B
For each Fiscal Year, all Assessor’s Parcels of Taxable Property within IA No. 1 shall be classified as Developed Property or Final Map Property and shall be subject to the levy of S pecial Tax B as determined pursuant to Sections M and N below for all Zones. Assessor’s Parcels of Developed Property and Final Map Property shall be classified as either Residential Property or Non -Residential Property. For Residential Property with att ached Dwelling Units, the number of Dwelling Units shall be determined by the CFD Administrator.
Undeveloped Property shall not be subject to Maximum Special Tax B.
M. MAXIMUM SPECIAL TAX B
For purposes of determining the applicable Maximum Special Tax B f or Assessor’s Parcels of Developed Property which are classified as Residential Property all such Assessor’s Parcels shall be assigned the number of Dwelling Unit(s) constructed thereon, or approved to be constructed thereon, as specified in or shown on th e Building Permit(s) issued or Final Map as determined by the CFD Administrator. If a single family attached building or buildings have been built on an Assessor’s Parcel, the CFD Administrator shall determine the actual number of Dwelling Units contained within the building or buildings, and the Special Tax B levied against the Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the actual number of Dwelling Units by the Maximum Special Tax B per Dwelling Unit.
For purposes of det ermining the applicable Maximum Special Tax B for Assessor’s Parcels of Developed Property and Final Map Property which are classified as Non -Residential Property, all such Assessor’s Parcels shall be assigned the number of Acres as shown on the Final Map as determined by the CFD Administrator. Once the CFD Administrator determines the actual number of Acres for an Assessor’s Parcel, the Special Tax B levied against the Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the number of Acres by the Maximum Special Tax B per Acre.
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1. Developed Property
a. Maximum Special Tax B
The Maximum Special Tax B for each Assessor’s Parcel of Taxable Property for Fiscal Year 2023-2024 is identified in Table 4 below:
TABLE 4
MAXIMUM SPECIAL TAX B FOR DEVELOPED PROPERTY
Land Use Category
Taxable
Unit
Maximum Special Tax B
Per Taxable Unit
1. Residential Property DU $ 425
2. Non-Residential Property Acre $ 2,544
On each July 1, commencing July 1, 2024, the Maximum Special Tax B for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve -month period ending in January of the prior Fiscal Year or (ii) two percent (2%).
b. Multiple Land Use Categories
In so me instances an Assessor’s Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax B that can be levied on an Assessor’s Parcel shall be the sum of the Maximum Special Tax B that can be levied for each Land Use Category located on that Assessor’s Parcel. For an Assessor’s Parcel that contains more than one land use, the Acreage of such Assessor’s Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as deter mined by reference to the site plan approved by the City for such Assessor’s Parcel. The CFD Administrator’s allocation to each type of property shall be final.
2. Final Map Property
The Maximum Special Tax B for each Assessor’s Parcel of Final Map Property for Fiscal Year 2023- 2024 is identified in Table 5 below:
TABLE 5
MAXIMUM SPECIAL TAX B RATES
FOR FINAL MAP PROPERTY
Maximum Special Tax B
Per Assessor’s Parcel
$ 425
On each July 1, commencing July 1, 2024, the Maximum Special Tax B for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve-month period ending in January of the prior Fiscal Year or (ii) two percent (2%).
N. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX B
Commencing with Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax B on Ta xable Property until the amount of Special Tax B equals the Special Tax B Requirement in accordance with the following steps:
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Step One: The Special Tax B shall be levied Proportionately on each Assessor’s Parcel of Developed Property at up to 100% of the applicable Maximum Special Tax B as needed to satisfy the Special Tax B Requirement.
Step Two: If additional moneys are needed to satisfy the Special Tax B Requirement after the first step has been completed, the Special Tax B shall be levied Proportionately on each Assessor’s Parcel of Final Map Property, at up to 100% of the Maximum Special Tax B applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax B Requirement.
O. DURATION OF SPECIAL TAX B
The Special Tax B shall be levied in perpetuity to fund the Special Tax B Requirement, unless no longer required as determined at the sole discretion of the City Council.
P. MANNER OF COLLECTION
The Special Tax B shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that IA No. 1 may collect the Special Tax B at a different time or in a d ifferent manner if necessary to meet its funding requirements.
Q. SPECIAL TAX C (CONTINGENT)
The City Council may levy the Special Tax C (Contingent), applicable to all Zones, commencing in the first Fiscal Year following the occurrence of any of the follo wing events (each such event, a “ Failure to Perform”):
a. the Property Owner Association files a voluntary petition in bankruptcy or the approval by a court of competent jurisdiction of a petition applicable to the Property Owner Association of any proceedings instituted under the Federal Bankruptcy Code, as amended; b. the Property Owner Association is dissolved;
c. the Property Owner Association fails to levy annual assessments sufficient to fund (i) the maintenance for the then Property Owner Association owned and/or Property Owner Association maintained Maintenance Services (Contingent) or (ii) the replacement of such facilities related to the Maintenance Services (Contingent) in accordance with (A) the requirements of the then current reserve funding pl an of the Property Owner Association performed pursuant to California Civil Code Section 5550 or (B) if California Civil Code 5550 is no longer applicable, the requirements of the then applicable law and/or regulations governing the Property Owner Associat ion’s requirements to budget for and finance such replacement; or
d. the Property Owner Association fails to maintain the Maintenance Services (Contingent) at the same level as defined within the Property Owner Association maintenance specifications.
In t he event the Property Owner Association maintenance specifications do not meet either the City or County maintenance requirements, the City Council will have sole discretion to determine the required level of maintenance required for purposes of this secti on.
In the event of the occurrence of a Failure to Perform described in “c.” or “d.” above, the City shall give the Property Owner Association written notice of such event. If such Failure to Perform is reasonably capable of being cured within sixty (60) days from the date of such notice, the Property Owner Association shall have such period of time to cure such Failure to Perform prior to the levy by the City Council of Special Tax C (Contingent). If such Failure to Perform is such that it is reasonably capable of being cured, but not within such sixty (60) day period and the Property Owner Association (i) initiates corrective action within such
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sixty (60) day period, and (ii) diligently, continually, and in good faith works to effect a cure of such Failu re to Perform as soon as possible, then the Property Owner Association shall have such additional time, as is reasonably necessary, to cure such Failure to Perform prior to the levy by the City Council of Special Tax C (Contingent).
The City Council may su spend the levy of Special Tax C (Contingent) if the Property Owner Association has cured the Failure to Perform to the satisfaction of the City Council and the Property Owner Association has agreed to such conditions as the City Council may find necessary to minimize the occurrence of such Failure to Perform in the future. In the event the City Council initiates the Special Tax C (Contingent), it will apply to all Assessor’s Parcels of Taxable Property in addition to, and not in lieu of, the Special Tax B.
R. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX C (CONTINGENT) For each Fiscal Year that Special Tax C (Contingent) is authorized to be levied, all Assessor’s Parcels classified as Developed Property or Final Map Property and shall be subject to the le vy of Special Tax C as determined pursuant to Sections S and T below for all Zones. Assessor’s Parcels of Developed Property and Final Map Property shall be classified as either Residential Property or Non -Residential Property. For Residential Property t he number of Dwelling Units shall be determined by the CFD Administrator.
Undeveloped Property shall not be subject to Maximum Special Tax C (Contingent).
S. MAXIMUM SPECIAL TAX C (CONTINGENT)
For purposes of determining the applicable Maximum Special Tax C (Contingent) for Assessor’s Parcels of Developed Property which are classified as Residential Property, all such Assessor’s Parcels shall be assigned the number of Dwelling Unit(s) constructed thereon, or approved to be constructed thereon, as specified in or shown on the Building Permit(s) issued or Final Map as determined by the CFD Administrator.
If a single family attached building or buildings have been built on an Assessor’s Parcel, the CFD Administrator shall determine the actual number of Dwellin g Units contained within the building or buildings, and the Special Tax C (Contingent) levied against the Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the actual number of Residential Units by the Maximum Special Tax C (Contingent) per Dwelling Unit identified for the Assessor’s Parcel.
For purposes of determining the applicable Maximum Special Tax C (Contingent) for Assessor’s Parcels of Developed Property and Final Map Property which are classified as Non -Residential Property, all such Assessor’s Parcels shall be assigned the number of Acres as shown on the Final Map as determined by the CFD Administrator. Once the CFD Administrator determines the actual number of Acres for an Assessor’s Parcel, the Special Tax C (Contingent) levied against an Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the number of Acres by the Maximum Special Tax C (Contingent) per Acre.
1. Developed Property
a. Maximum Special Tax C (Contingent)
The Maximum Special Tax C (Contingent) for each Assessor’s Parcel of Taxable Property for Fiscal Year 2023-2024 is identified in Table 6 below for all Zones:
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TABLE 6
MAXIMUM SPECIAL TAX C (CONTINGENT) FOR DEVELOPED PROPERTY Land Use Category
Taxable
Unit
Maximum Special Tax C (Contingent)
Per Taxable Unit
1. Residential Property DU $ 249
2. Non-Residential Property Acre $ 1,487
On each July 1, commencing July 1, 2024, the Maximum Special Tax C (Contingent) for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve -month period ending in January of the prior Fiscal Year or (ii) two percent (2%).
b. Multiple Land Use Categories
In some instances an Assessor’s Parcel of Developed Pr operty may contain more than one Land Use Category. The Maximum Special Tax C (Contingent) that can be levied on an Assessor’s Parcel shall be the sum of the Maximum Special Tax C (Contingent) that can be levied for each Land Use Category located on that Assessor’s Parcel. For an Assessor’s Parcel that contains more than one land use, the Acreage of such Assessor’s Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined by reference to t he site plan approved for such Assessor’s Parcel. The CFD Administrator’s allocation to each type of property shall be final.
2. Final Map Property
The Maximum Special Tax C (Contingent) for each Assessor’s Parcel of Final Map Property for Fiscal Year 2023-2024 is identified in Table 7 below:
TABLE 7
MAXIMUM SPECIAL TAX C (CONTINGENT) FOR
FINAL MAP PROPERTY
Maximum Special Tax C
(Contingent)
Per Assessor’s Parcel
$ 249
On each July 1, commencing July 1, 2024, the Maximum Special Tax C (Contingent) for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve -month period ending in January of the prior Fiscal Year or (ii) two percent (2%).
T. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX C (CONTINGENT) Commencing with the first Fiscal Year in which Special Tax C (Contingent) is authorized to be levied and for each following Fiscal Year, the Council shall determine the Special Tax C (Contingent) Requirement and shall levy the Special Tax C (Contingent) on all Assessor’s Parcels of Taxable Property until the aggregate amount of Special Tax C (Contingent) equals the Special Tax C (Contingent) Requirement. The Special Tax C (Contingent) shall be levied for each Fiscal Ye ar as follows:
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Step One: The Special Tax C (Contingent) shall be levied Proportionately on all Assessor’s Parcels of Developed Property at up to 100% of the applicable Maximum Special Tax C (Contingent) to satisfy the Special Tax C (Contingent) Requirement;
Step Two: If additional moneys are needed to satisfy the Special Tax C (Contingent) Requirement after the first step has been completed, the Special Tax C (Contingent) shall be levied Proportionately on each Assessor’s Parcel of Final Map Property at up to 100% of the Maximum Special Tax C (Contingent) for Final Map Property.
U. DURATION OF SPECIAL TAX C (CONTINGENT)
The Special Tax C (Contingent) shall be levied in perpetuity to fund the Special Tax C (Contingent) Requirement, unless no longer required as determined at the sole discretion of the City Council.
V. MANNER OF COLLECTION OF SPECIAL TAX C (CONTINGENT)
The Special Tax C (Contingent) shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, howeve r, that IA No. 1 may collect the Special Tax C (Contingent) at a different time or in a different manner if necessary to meet its funding requirements.
W. SPECIAL TAX D
Commencing Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax D on all Taxable Property, up to the applicable Maximum Special Tax D to fund the Special Tax D Requirement.
X. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX D
For each Fiscal Year, all Assessor’s Parcels of Taxable Property within IA No. 1 classified as Residential Property shall be subject to the levy of Special Tax D as determined pursuant to Sections Y and Z below for all Zones. For Residential Property with attached Dwelling Units, the number of Dwelling Units shall be determined by the CFD Administrator.
Final Map Property, Non -Residential Property, and Undeveloped Property shall not be subject to Maximum Special Tax D.
Y. MAXIMUM SPECIAL TAX D
1. Developed Property
a. Maximum Special Tax D
The Maximum Special Tax D for each A ssessor’s Parcel of Residential Property for Fiscal Year 2023-2024 is identified in Table 8 below:
TABLE 8
MAXIMUM SPECIAL TAX D FOR RESIDENTIAL PROPERTY
Land Use Category
Taxable
Unit
Maximum Special Tax B
Per Taxable Unit
1. Residential Property DU $ 509
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On each July 1, commencing July 1, 2023, the Maximum Special Tax D for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve-month period ending in January of the prior Fiscal Year or (ii) five percent (5%).
Z. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX D
Commencing with Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax D until the amount of Special Tax D equals the Special Tax D Requirement in accordance with the following steps:
Step One: The Special Tax D shall be levied Proportionately on each Assessor’s Parcel of Residential Property at up to 100% of the applicable Maximum Special Tax D as needed to sati sfy the Special Tax D Requirement.
AA. DURATION OF SPECIAL TAX D
The Special Tax D shall be levied in perpetuity to fund the Special Tax D Requirement, unless no longer required as determined at the sole discretion of the City Council.
BB. MANNER OF COLLECTION
The Special Tax D shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that IA No. 1 may collect the Special Tax D at a different time or in a different manner if necessary to meet its funding requirements.
CC. APPEALS
Any taxpayer may file a written appeal of the Special Taxes on his/her Assessor’s Parcel(s) with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes. During pendency of a n appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall take any of the following actions, in order of priorit y, in order to correct the error:
(i) amend the Special Tax levy for the current Fiscal Year prior to the payment date; (ii) require the CFD to reimburse the taxpayer the amount of the overpayment to the extent of available funds of IA No. 1 of CFD No. 2023-1; or
(iii) grant a credit against, eliminate or reduce the future Special Taxes levied on the taxpayer’s property within IA No. 1 of CFD No. 2023-1 in the amount of the overpayment.
DD. INTERPRETATIONS
The City Council may interpret this Rate and Method of Apportionment of Special Tax by ordinance or resolution for purposes of clarifying any vagueness or ambiguity. Any decision of the City Council shall be final and binding as to all persons.
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RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES FOR
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (FAIRWAY CANYON)
OF THE CITY OF BEAUMONT
IMPROVEMENT AREA NO. 2
Special Taxes (all capitalized terms are defined in Section A, “Definitions”, below) shall be applicable to each Assessor’s Parcel of Taxable Property locat ed within the boundaries of Improvement Area No. 2 (“IA No. 2”) of Community Facilities District No. 2023-1 (Fairway Canyon) of the City of Beaumont (“CFD No. 2023-1”).
The amount of Special Taxes to be levied in each Fiscal Year on an Assessor’s Parcel, shall be determined by the City Council of the City of Beaumont, acting in its capacity as the legislative body of CFD No. 2023-1 by applying the appropriate Special Tax for Developed Property, Final Map Property, Undeveloped Property, and Provisional Undeveloped Property that is not Exempt Property as set forth below. All of the real property, unless exempted by law or by the provisions hereof, shall be taxed to the extent and in the manner herein provided.
A. DEFINITIONS
The terms hereinafter set forth h ave the following meanings:
“Accessory Dwelling Uni t” means a residential unit of limited size including a smaller second unit that shares an Assessor’s Parcel with a stand -alone Dwelling Unit. “Acre” or “Acreage” means the land area of an Assessor’s Parce l as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County parcel map or instrument. The square footage of a n Assessor’s Parcel is equal to the Acreage multiplied by 43,560. “Act” means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 of 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 No. 2: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City, designee thereo f, or both); the costs of collecting the Special Taxes (whether by the City or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under t he Indenture; the costs to the City, CFD, or any designee thereof complying with arbitrage rebate requirements; the costs to the City, CFD, or any designee thereof complying with City or major property owner disclosure requirements associated with applicab le federal and state securities laws and of the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs associated with the release of funds from an escrow account ; and the costs associated with the issuance of Bonds, the City’s annual administration fees, and third party expenses. Administrative Expenses shall also include amounts estimated or advanced by the City or The CFD for any other administrative purposes, including attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure, or otherwise addressing the disposition of delinquent Special Taxes. “Assessor’s Parcel ” means a lot or parcel of land designated on an Assessor’s P arcel Map with an assigned Assessor’s Parcel Number within the boundaries of the CFD and Improvement Area No.1. “Assessor’s Parcel Map ” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.
“Assigned Special Tax A” means the Special Tax of that name described in Section D below. “Backup Special Tax A” means the Special Tax of that name described in Section D below.
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“Bonds” means any obligation to repay a sum of money, including obligations in the form of bonds, notes, certificates of participation, long -term leases, loans from government agencies, or loans from banks, other financial institutions, private businesses, or individuals, or long -term contracts, or any refunding thereof, to which Special Taxes A of IA No. 2 have been pledged.
“Boundary Map” means a recorded map of the CFD which indicates the boundaries of the CFD and Improvement Area No. 2.
“Building Permit” means a permit for new construction for a residential dwelling or non -residential structure.
For purpose of this definition, “Building Permit” shall not include permits for construction or installation, retaining walls, utility improvements, or other such improvements not intended for human habitation. “Building Square Footage” or “ BSF” means the s quare footage of assessable internal living space, exclusive of garages or other structures not used as living space, as determined by reference to the building permit application for such Assessor’s Parcel, as determined by the CFD Administrator. “Calendar Year” means the period commencing January 1 of any year and ending the following December 31.
“CFD Administrator” means an official of the City, or designee thereof, responsible for determining the Special Tax A Requirement, the Special Tax B Requirement, the Special Tax C (Contingent) Requirement, the Special Tax D Requirement, and providing for the levy and collection of the Special Taxes. “CFD No. 2023-1” or “ CFD” means City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) established by the City under the Act.
“City” means the City of Beaumont.
“City Council ” means the City Council of the City, acting as the legislative body of CFD No. 2023-1, or its designee.
“Consumer Price Index” or “ CPI” means the Consumer Price Index published by the U.S. Bureau of Labor Statistics for “All Items for All Urban Consumers: in the Riverside -San Bernardino-Ontario area.” In the event this index ceases to be published, the Consumer Price Index shall be another index as determined by t he CFD Administrator that is reasonably comparable to the Consumer Price Index for the Riverside -San Bernardino- Ontario area.
“County” means the County of Riverside.
“Developed Property” means all Assessor’s Parcels of Taxable Property that are included in a Final Map that was recorded prior to January 1st preceding the Fiscal Year in which the Special Tax is being levied and for which a Building Permit for new construction has been issued on or prior to March 1st preceding the Fiscal Year in which the Spec ial Tax is being levied, as determined by the CFD Administrator. “Dwelling Unit” or “ DU” means each separate residential dwelling unit that comprises an independent facility capable of conveyance or rental separate from adjacent residential dwelling units. The Building Square Footage of an Accessory Dwelling Unit shall be included when classifying the property for Special Tax A, but an Accessory Dwelling Unit shall not be considered a Dwelling Unit for purposes of Special Tax B, Special Tax C (Contingent) or Special Tax D.
“Exempt Property” means all Assessor’s Parcels designated as being exempt from Special Taxes as provided for in Section F, as determined by the CFD Administrator.
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“Final Map” means a subdivision of property evidenced by the recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or the recordation of a condominium plan pursuant to California Civil Code 4285 that creates individual lots for which building permits may be issued without further subdivision. “Final Map Property” means Assessor’s Parcels: (i) that are included in a Final Map that was recorded prior to the January 1 preceding the Fiscal Year in which the Special Tax is being levied, and (ii) for which a Building Permit was not issued prior to March 1 preceding the Fiscal Year in which the Special Tax is being levied, as determined by the CFD Administrator.
“Fiscal Year” means the period commencing on July 1 of any year and ending the following June 30. “Improvement Area No. 2” or “IA No. 2” means the property in the CFD designated as Improvement Area 1 on the Boundary Map.
“Indenture ” means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time. “Land Use Category” means any of the categories listed in the tables included in Table 1, Table 2, and Table 3 of Section D, Table 5 of Section M, Table 7 of Section S, and Table 9 of Section Y. “Lot” means an individual legal lot created by a Final Map for which a Building Permit could be issued. “Maintenance Services ” means the services permitted under the Act including, without limitation, street sweeping, traffic signal maintenance, the maintenance of landscaping and lighting of publicly owned parks, parkways, streets, roads and open spaces, flood and storm protection services, and the operation of storm drainage systems contained within the boundaries of CFD No. 2023-1 and the City. “Maintenance Services (Contingent) ” means the Maintenance Services described above and permitted under the Act, contained within CFD No. 2023-1 and the City, which are proposed to be maintained and paid for through the Property Owner Association, and all to which the City has been granted an easement allowing such maintenance in any Fiscal Year following a Failure to Perform as defined in Section Q hereof. “Maximum Special Tax ” means the Maximum Special Tax A, the Maximum Special Tax B, the Maximum Special Tax C (Contingent), or the Maximum Special Tax D, as applicable. “Maximum Special Tax A” means the maximum Special Tax A, determined in accordance with Section D, which can be levied by IA No. 2 of CFD No. 2023-1.
“Maximum Special Tax B” means the maximum Spec ial Tax B, determined in accordance with Section M, which can be levied by IA No. 2 of CFD No. 2023-1.
“Maximum Special Tax C (Contingent) ” means the maximum Special Tax C (Contingent), determined in accordance with Section S, which can be levied by IA No. 2 of CFD No. 2023-1 following the Fiscal Year in which there is a Failure to Perform as defined in Section Q hereof. The Maximum Special Tax C (Contingent), if levied, will be levied on all Assessor’s Parcels in addition to, and not in lieu of, the Maxim um Special Tax B.
“Maximum Special Tax D” means the maximum Special Tax D, determined in accordance with Section Y, which can be levied by IA No. 2 of CFD No. 2023-1.
“Minimum Taxable Acreage ” means the smallest allowable amount of Acreage of Taxable Property. For IA No. 2 of CFD No. 2023-1, it shall not be less than shown in Table 4 of Section F.
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“Non-Residential Property ” means all Assessor’s Parcels of Developed Property for which a building permit was issued for any type of non -residential use, as determined by the CFD Administrator. “Operating Fund for Maintenance Services ” means a fund that shall be maintained for IA No. 2 of CFD No. 2023-1 for any Fiscal Year to pay for the actual costs of providing the Maintenance Services and the Administrative Expenses attributable to providing such Maintenance Services. “Operating Fund for Maintenance Services (Contingent) ” means a fund that shall be maintained for IA No. 2 of CFD No. 2023-1 for any Fiscal Year to pay for the actual costs of providing the Maintenance Services (Contingent) and the Administrative Expenses attributable to providing such Maintenance Services (Contingent).
“Operating Fund for Public Services ” means a fund that shall be maintained for IA No. 2 of CFD No. 2023- 1 for any Fiscal Year to pay for the actual costs of providing the Public Services and the Administrative Expenses attributable to providing such Public Services. “Operating Fund Balance” means the amount of funds in the applicable operating fund at the end of the preceding Fiscal Year.
“Partial Prepayment Amount” means the amount required to prepay a portion of the Special Tax A obligation for an Assessor’s Parcel, as described in Section H. “Prepayment Amount” means the amount required to prepay the Special Tax A obligation in full for an Assessor’s Parcel, as described in Section G.
“Property Owner Association” means the Fairway Canyon Community Association, or its successors, which was formed for the purpose of marketing, selling, and managing the common interests of the homes and lots within IA No. 2 of CFD No. 2023-1.
“Property Owner’s Association Property” means all Assessor’s Parcels which, as of July 1st of the Fiscal Year in which the Special Tax is being levied, have been conveyed, dedicated to, or irrevocably offered for dedication to the Property Owner Association, including any master or sub -association. “Proportionately” means for Taxable Property for Special Tax A that is (i) Developed Property, that the ratio of the actual Special Tax A levy to the Assigned Special Tax A is the same for all Assessor’s Parcels of Developed Property, (ii) Final Map Property, that the ratio of the actual Special Tax A levy to the Maximum Special Tax A is the same for all Assessor’s Parcels of Final Map Property, and (iii) Undeveloped Property and Provisional Undeveloped Property, that the ratio of the actual Special Tax A levy per Acre to the Maximum Special Tax A per Acre is the same for all Assessor’s Parcels of Undeveloped Property and Provisional Undeveloped Property.
For Special Tax B th at is (i) Developed Property, that the ratio of the actual Special Tax B levy to the Maximum Special Tax B is the same for all Assessor’s Parcels of Developed Property, including Developed Property with attached Dwelling Units and (ii) Final Map Property, that the ratio of the actual Special Tax B levy to the Maximum Special Tax B is the same for all Assessor’s Parcels of Final Map Property.
For Special Tax C (Contingent) that is (i) Developed Property, that the ratio of the actual Special Tax C (Contingent) levy to the Maximum Special Tax C (Contingent) is the same for all Assessor’s Parcels of Developed Property, including Developed Property with attached Dwelling Units and (ii) Final Map Property, that the ratio of the actual Special Tax C (Contingent) levy to the Maximum Special Tax C (Contingent) is the same for all Assessor’s Parcels of Final Map Property.
For Special Tax D, that the ratio of the actual Special Tax D levy to the Maximum Special Tax D is the same for all Assessor’s Parcels of Developed P roperty, including Developed Property with attached Dwelling Units.
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“Provisional Undeveloped Property” means Public Property or Property Owner Association Property that is not Exempt Property pursuant to Section F.
“Public Property” means all Assessor’s Pa rcels which, as of July 1st of the Fiscal Year in which the Special Tax is being levied, are used for rights -of-way or any other purpose and is owned by, dedicated to, or irrevocably offered for dedication to the federal government, the State of California , the County, or any other local jurisdiction, provided, however, that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified according to its use. “Public Services ” means the services permitted under the Act including, without limitation, police and fire protection, ambulance and paramedic services provided within the boundaries of CFD No. 2023-1 and the City.
“Residential Property” means all Assessor’s Parcels of De veloped Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units, as determined by the CFD Administrator.
“Special Tax(es) ” means the Special Tax A, the Special Tax B, the Special Tax C (Contingent), and the Special Tax D.
“Special Tax A” means any of the Special Taxes authorized to be levied within IA No. 2 of CFD No. 2023-1 pursuant to the Act to fund the Special Tax A Requirement. “Special Tax A Requirement ” means the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses applicable to the Special Tax A, (iii) the costs associated with the release of funds from an escrow account, (iv) any amount required to establish or replenish any reserve funds established in association with the Bonds, (v) the collection or accumulation of funds for the acquisition or construction of facilities authorized by IA No. 2 of CFD No. 2023-1 provided that the inclusion of such amount does not cause an increase in the levy of Special Tax A on Final Map Property or Undeveloped Property, less (vi) any amounts available to pay debt service or other periodic costs on the Bond s pursuant to any applicable bond Indenture, fiscal agent agreement, or trust agreement.
“Special Tax B” means any of the Special Taxes authorized to be levied by IA No. 2 of CFD No. 2023-1 pursuant to the Act to fund the Special Tax B Requirement. Under no circumstances shall this Special Tax be eligible for prepayment of any kind.
“Special Tax B Requirement ” means the amount required in any Fiscal Year to pay for certain costs as required to meet the needs of CFD No. 2023-1 for Maintenance Services in bo th the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the (i) direct costs for Maintenance Services, (ii) amount necessary to fund an operating reserve for the costs of Maintenance Services as determined by the CFD Administrator, and (iii) Administrative Expenses applicable to the Special Tax B, less (iv) a credit in an amount equal to the Operating Fund Balance. Under no circumstances shall the Special Tax B Requirement include funds for bonds.
“Special Tax C (Contingent) ” means any of the Special Taxes authorized to be levied by IA No. 2 of CFD No. 2023-1 pursuant to the Act to fund the Special Tax C (Contingent) Requirement. Under no circumstances shall this Special Tax be eligible for prepayment of any kind. The Specia l Tax C (Contingent), if levied, will be levied on all Assessor’s Parcels of Taxable Property in addition to, and not in lieu of, the Special Tax B. “Special Tax C (Contingent) Requirement ” means that amount required in any Fiscal Year to pay for certain costs as required to meet the needs of CFD No. 2023-1 for Maintenance Services (Contingent) in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the (i) direct costs for Maintenance Services (Contingent), (ii) amount n ecessary to fund an operating reserve for the costs of
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Maintenance Services (Contingent) as determined by the CFD Administrator, and (iii) Administrative Expenses applicable to the Special Tax C (Contingent), less (iv) a credit in an amount equal to the Op erating Fund Balance. Under no circumstances shall the Special Tax C (Contingent) Requirement include funds for bonds. The Special Tax C (Contingent) Requirement, if initiated, will be applied to all Assessor’s Parcels in addition to, and not in lieu of, the Special Tax B Requirement. “Special Tax D” means any of the Special Taxes authorized to be levied by IA No. 2 of CFD No. 2023-1 pursuant to the Act to fund the Special Tax D Requirement. Under no circumstances shall this Special Tax be eligible for prepayment of any kind.
“Special Tax D Requirement ” means the amount required in any Fiscal Year to pay for certain costs as required to meet the needs of CFD No. 2023-1 for Public Services in both the current Fiscal Year and the next Fiscal Year. The cost s to be covered shall be the (i) direct costs for Public Services, (ii) amount necessary to fund an operating reserve for the costs of Public Services as determined by the CFD Administrator, and (iii) Administrative Expenses applicable to the Special Tax D, less (iv) a credit in an amount equal to the Operating Fund Balance. Under no circumstances shall the Special Tax D Requirement include funds for bonds.
“Taxable Property” means all Assessor’s Parcels within IA No. 2 of CFD No. 2023-1, which are not Exe mpt Property, as determined by the CFD Administrator.
“Taxable Unit” means either a Dwelling Unit or an Acre. “Trustee” means the firm that holds and administers assets on behalf of IA No. 2 of CFD No. 2023-1 under and pursuant to the Indenture.
“Undeveloped Property” means all Assessor’s Parcels of Taxable Property which are not Developed Property or Final Map Property, as determined by the CFD Administrator. “Zone(s)” means Zone 1, 2, or 3 as geographically identified on the Boundary Map. “Zone 1” means t he specific geographic area depicted as Improvement Area No. 2, Zone 1 on the Boundary Map.
“Zone 2” means the specific geographic area depicted as Improvement Area No. 2, Zone 2 on the Boundary Map.
“Zone 3” means the specific geographic area depicted as Improvement Area No. 2, Zone 3 on the Boundary Map.
B. SPECIAL TAX A
Commencing Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax A on all Taxable Property pursuant to Section E, to fund the Special Tax A Requirement.
C. CLASSIFICATION OF ASSESSOR’S PARCELS
Each Fiscal Year, beginning with Fiscal Year 2023-2024, each Assessor’s Parcel shall be classified as Taxable Property or Exempt Property. In addition, each Assessor’s Parcel of Taxable Property shall b e assigned to one of the Zones based upon its geographic location and further classified as Developed Property, Final Map Property, Undeveloped Property, or Provisional Undeveloped Property. In addition, each Assessor’s Parcel of Developed Property shall further be classified as Residential Property or Non -Residential Property. Lastly, Assessor’s Parcels of Residential Property shall be further categorized into Land Use Categories based on the Building Square Footage for such Assessor’s Parcel.
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D. MAXIMUM SPECIAL TAX A
1. Developed Property
The Maximum Special Tax A for each Assessor’s Parcel of Residential Property that is classified as Developed Property in any Fiscal Year shall be the amount determined by the greater of (i) the application of the Assigned Special Tax A in Tables 1, 2, and 3 included in Section D below or (ii) the application of the Backup Special Tax A. The Maximum Special Tax A for each Assessor’s Parcel of Non-Residential Property that is classified as Developed Property in any Fiscal Year shall be the Assigned Special Tax A in the tables below.
a. Assigned Special Tax A
Each Fiscal Year, beginning with Fiscal Year 2023-2024, each Assessor’s Parcel of Developed Property shall be subject to an Assigned Special Tax A. The Assigned Special Tax A applicable to an Assessor’s Parcel of Developed Property for any Fiscal Year shall be determined pursuant to Tables 1, 2, and 3 below based upon the Zone in which the Assessor’s Parcel is located.
TABLE 1
ASSIGNED SPECIAL TAX A RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 1
Land Use Category
Taxable
Unit
Building Square
Footage
Assigned Special Tax A
Per Taxable Unit
1. Residential Property DU Less than 1,900 $1,481
2. Residential Property DU 1,900 – 2,100 $1,574
3. Residential Property DU 2,101 – 2,300 $1,609
4. Residential Property DU 2,301 – 2,500 $1,732
5. Residential Property DU 2,501 – 2,700 $1,809
6. Residential Property DU 2,701 – 2,900 $1,895
7. Residential Property DU Greater than 2,900 $1,954
8. Non-Residential Property Acre N/A $12,985
TABLE 2
ASSIGNED SPECIAL TAX A RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 2
Land Use Category
Taxable
Unit
Building Square
Footage
Assigned Special Tax A
Per Taxable Unit
1. Residential Property DU Less than 2,200 $1,736
2. Residential Property DU 2,200 – 2,500 $1,837
3. Residential Property DU 2,501 – 2,800 $1,938
4. Residential Property DU 2,801 – 3,100 $1,969
5. Residential Property DU Greater than 3,100 $2,067
6. Non-Residential Property Acre N/A $12,615
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TABLE 3
ASSIGNED SPECIAL TAX A RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 3
Land Use Category
Taxable
Unit
Building Square
Footage
Assigned Special Tax A
Per Taxable Unit
1. Residential Property DU Less than 2,600 $1,884
2. Residential Property DU 2,600 – 2,850 $1,960
3. Residential Property DU 2,851 – 3,100 $2,061
4. Residential Property DU Greater than 3,100 $2,135
5. Non-Residential Property Acre N/A $12,276
b. Backup Special Tax A
When a Final Map is recorded, the CFD Administrator shall determine which Zone the Final Map area lies within and the Backup Special Tax A for an Assessor’s Parcel classified or to be classified as Residential Property within such Final Map shall be determined by multiplying the Undeveloped Property Maximum Special Tax A rate per Acr e for the applicable Zone by the total Acreage of Taxable Property within such Final Map, excluding the Acreage associated with Non -Residential Property, Public Property and/or Property Owners’ Association Property that is not Exempt Property pursuant to S ection F and dividing such amount by the number of Assessor’s Parcels within such Final Map classified as either (i) Residential Property or (ii) Final Map Property for which a Building Permit is expected to be issued for Residential Property (i.e., the nu mber of residential lots).
Notwithstanding the forgoing, if Assessor’s Parcels classified or to be classified as Residential Property are subsequently changed or modified by recordation of a lot line adjustment or similar instrument, then the Backup Specia l Tax shall be recalculated for the area that has been changed or modified using the methodology described in the preceding paragraph.
The Backup Special Tax shall not apply to Non -Residential Property, Public Property, Property Owners’ Association Property, or Provisional Undeveloped Property.
2. Final Map Property
The Maximum Special Tax A for each Assessor’s Parcel of Final Map Property expected to be classified as Residential Property shall be the Backup Special Tax A computed pursuant to Section D.1.b above.
The Maximum Special Tax A for each Assessor’s Parcel of Final Map Property expected to be classified as Non -Residential Property shall be determined pursuant to the rate per Acre below for the Zone in which the Assessor’s Parcel is located:
1. Zone 1 rate per Acre - $12,985
2. Zone 2 rate per Acre - $12,615
3. Zone 3 rate per Acre - $12,276
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3. Undeveloped Property and/or Provisional Undeveloped Property The Maximum Special Tax A for each Assessor’s Parcel classified as Undeveloped Property or Provisional Undeveloped Property shall be determined pursuant to the rate per Acre below for the Zone in which the Assessor’s Parcel is located:
1. Zone 1 rate per Acre - $12,985
2. Zone 2 rate per Acre - $12,615
3. Zone 3 rate per Acre - $12,276
E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX A
1. Commencing with Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes A on all Taxable Property until the amount of Special Tax A equals the Special Tax A Requirement in accordance with the following steps:
Step One: The Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax A rates in the tables included in Section D as needed to satisfy the Special Tax A Requirement.
Step Two: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Final Map Prop erty, at up to 100% of the Maximum Special Tax A applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax A Requirement.
Step Three: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps ha ve been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property, at up to 100% of the Maximum Special Tax A applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax A Requirement.
Step Four: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, then for each Assessor’s Parcel of Developed Property for which the Maximum Special Tax A is the Backup Special Tax A, the Special Tax A shall be increased Proportionately from the Assigned Special Tax A up to 100% of the Backup Special Tax A as needed to satisfy the Special Tax A Requirement.
Step Five: If additional moneys are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Provisional Undeveloped Property, at up to 100% of the Maximum Special Tax A applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax A Requirement.
Under no circumstances will Special Tax A be levied against any Assessor’s Parcel used as a private residence be increased as a consequence of delinquency or default by the owner of any other Assessor’s Parcel or Parcel s within the CFD by more than ten percent (10%) of the Special Tax A that would have been levied in that Fiscal Year, had there never been any such delinquencies or defaults, pursuant to California Government Code Section 53321(d), as in effect on th e date of formation of CFD No. 2023-1.
F. EXEMPTIONS
The City shall classify as Exempt Property, in the following order of priority, (i) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the St ate of California, Federal or other local governments, including school districts, (ii) Assessor’s Parcels which are used as places
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of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by a homeowners’ association, (iv) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement, (v) Assessor’s Parcels which are privately owned and are encumbered by or restricted solely for public uses, or (vi) Assessor’s Parcels restricted to other types of public uses determined by the City Council, provided that no such c lassification would reduce the total Acreage of all Taxable Property to less than the amounts shown in Table 4 below.
TABLE 4
MINIMUM TAXABLE ACRES
Tax Zone Acres
1 14.83
2 16.34
3 10.96
Notwithstanding the above, the City Council shall not classify an Assessor’s Parcel as Exempt Property if such classification would reduce the total Acreage of all Taxable Property to less than the Acres shown in Table 4 per Tax Zone. Assessor’s Parcels which cannot be classified as Exempt Property because such class ification would reduce the Acreage of all Taxable Property to less than the Acres shown in Table 4 per Tax Zone will be classified as Provisional Undeveloped Property, and will be subject to Special Tax pursuant to Step Five in Section E.
G. PREPAYMENT OF SPECIAL TAX A
The following additional definitions apply to this Section G:
“CFD Public Facilities” means $7,500,000, expressed in 2023 dollars, which shall increase by the Construction Inflation Index on January 1, 2024, and on each January 1 thereafter, or such lower amount as (i) determined by the City as sufficient to provide the public facilities under the authorized bonding program for CFD No. 2023-1, or (ii) determined by the City Council concurrently with a covenant that it will not issue any more Bonds to be supported by Special Taxes levied under this Rate and Method of Apportionment. “Construction Fund” means an account specifically identified in the Indenture or functionally equivalent to hold funds, which are currently available for expenditure to acquire or construct public facilities eligible under IA No. 2 of CFD No. 2023-1.
“Construction Inflation Index” means the annual percentage change in the Engineering News -Record Building Cost Index for the city of Los Angeles, measured as of the Calend ar Year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the City that is reasonably comparable to the Engineering News -Record Building Cost Index for the City of Los Angeles.
“Future Facilities Costs” means the CFD Public Facilities minus public facility costs available to be funded through existing construction or escrow accounts that have been funded by the Outstanding Bonds, and minus public facility costs funded by interest earnings on the Construction Fund actually earned prior to the date of prepayment.
“Outstanding Bonds” means all previously issued Bonds issued and secured by the levy of Special Taxes A which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Special Taxes A.
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The Special Tax A obligation of an Assessor’s Parcel of Developed Property, an Assessor’s Parcel of Final Map Property, Undeveloped Property for which a building permit has been issued, or an Assessor’s Parcel of Undeveloped Property may be prepaid in full, provided that there are no delinquent Special Taxes, penalties, or interest charges outstanding with respect to such Assessor’s Parcel at the time the Special Tax A obligation would be prepaid. The Prepayment Amount for an Assessor’s Parcel eligible for prepayment shall be determined as described below.
An owner of an Assessor’s Parcel intending to prepay the Special Tax A obligation shall provide the City with written notice of intent to prepay, and within five (5) days of receipt of such notice, the City shall notify such owner of the amount of the non -refundable deposit determined to cover the cost to be incurred by IA No. 2 of CFD No. 2023-1 in calculating the proper Prepayment Amount. Within fifteen (15) days of receipt of such non-refundable deposit, the City shall notify such owner of the Prepayment Amount of such Assessor’s Parcel.
The Prepayment Amount for each applicable Assessor’s Parcel shall be calculated according to the following formula (capitalized terms defined below):
Bond Redemption Amount
plus Redemption Premium
plus Future Facilities Amount
plus Defeasance
plus Administrative Fee
less Reserve Fund Credit
equals Prepayment Amount
As of the date of prepayment, the Prepayment Amount shall be calculated as follows:
1. For Assessor’s Parcels of Developed Property, compute the Assigned Special Tax A and the Backup Special Tax A applicable to the Assessor’s Parcel. For Assessor’s Parcels of Final Map Property or Undeveloped Property, compute the Assigned Special Tax A and the Backup Special Tax A as though it was already designated as Developed Pro perty based upon the building permit issued or to be issued for that Assessor’s Parcel.
2. For each Assessor’s Parcel of Developed Property, Final Map Property, or Undeveloped Property to be prepaid, (a) divide the Assigned Special Tax A computed pursuant to paragraph 1 for such Assessor’s Parcel by the sum of the estimated Assigned Special Tax A applicable to all Assessor’s Parcels of Taxable Property at buildout of IA No. 2, as reasonably determined by the CFD Administrator, and (b) divide the Backup Spec ial Tax A computed pursuant to paragraph 1 for such Assessor’s Parcel by the sum of the estimated Backup Special Tax A applicable to all Assessor’s Parcels of Taxable Property at buildout of IA No. 2, as reasonably determined by the CFD Administrator.
3. Multiply the larger quotient computed pursuant to paragraph 2(a) or 2(b) by the Outstanding Bonds. The product shall be the “Bond Redemption Amount”.
4. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed with the proceeds of the Bond Redemption Amount. This product is the “Redemption Premium.”
5. Compute the Future Facilities Cost.
6. Multiply the larger quotient computed pursuant to paragraph 2(a) or 2(b) by the amount determined pursuant to paragraph 5 to determine the Future Facilities Cost to be prepaid (the “Future Facilities Amount”). Notwithstanding the foregoing, the Future Facilities Amount shall in no event be less than 0.
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7. Compute the amount needed to pay interest on the Bo nd Redemption Amount, the Redemption Premium, less the Reserve Fund Credit (see step 11) to be redeemed with the proceeds of the Prepayment Amount until the earliest redemption date for the Outstanding Bonds.
8. Estimate the amount of interest earnings to be derived from the reinvestment of the Bond Redemption Amount plus the Redemption Premium until the earliest call date for the Outstanding Bonds.
9. Subtract the amount computed pursuant to paragraph 8 from the amount computed pursuant to paragraph 7. Th is difference is the “Defeasance.”
10. Estimate the administrative fees and expenses associated with the prepayment, including the costs of computation of the Prepayment Amount, the costs of redeeming Bonds, and the costs of recording any notices to eviden ce the prepayment and the redemption. This amount is the “Administrative Fee.”
11. Calculate the “Reserve Fund Credit” as the lesser of: (a) the expected reduction in the applicable reserve requirements, if any, associated with the redemption of Outstandi ng Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirements in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the applicable reserve funds on the prepayme nt date.
Notwithstanding the foregoing, if the reserve fund requirement is satisfied by a surety bond or other instrument at the time of the prepayment, then no Reserve Fund Credit shall be given.
Notwithstanding the foregoing, the Reserve Fund Credit sh all in no event be less than 0.
12. The Prepayment Amount is equal to the sum of the Bond Redemption Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance, and the Administrative Fee, less the Reserve Fund Credit.
With respect to a S pecial Tax A obligation that is prepaid pursuant to this Section G, the City Council shall indicate in the records of IA No. 2 of CFD No. 2023-1 that there has been a prepayment of the Special Tax A obligation and shall cause a suitable notice to be recorded in compliance with the Act within thirty (30) days of receipt of such prepayment to indicate the prepayment of the Special Tax A obligation and the release of the Special Tax A lien on such Assessor’s Parcel and the obligation of such Assessor’s Parcel to pay such Special Taxes A shall cease.
Notwithstanding the foregoing, no prepayment will be allowed unless the amount of Special Tax A that may be levied on Taxable Property in each future Fiscal Year, net of Administrative Expenses, shall be at least 1.1 times the regularly scheduled annual interest and principal payments on all currently Outstanding Bonds in each future Fiscal Year.
H. PARTIAL PREPAYMENT OF SPECIAL TAX A
The Special Tax A obligation of an Assessor’s Parcel of Developed Property, or an Assessor’s Parcel of Final Map Property, or Undeveloped Property for which a building permit has been issued and will be classified as Developed Property in the next Fiscal Year, as calculated in this Section H below, may be partially prepaid, provided that there are no delinquent Special Taxes, penalties, or interest charges outstanding with respect to such Assessor’s Parcel at the time the Special Tax A obligation would be prepaid.
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The Partial Prepayment Amount shall be calculated according to the follow ing formula:
PP = P H x F
The terms above have the following meanings:
PP = the Partial Prepayment Amount.
PH = the Prepayment Amount calculated according to Section G.
F = the percent by which the owner of the Assessor’s Parcel is partially prepaying the Special Tax A obligation.
With respect to any Assessor’s Parcel that is partially prepaid, the City Council shall indicate in the record of IA No. 2 of CFD No. 2023-1 that there has been a partial prepayment of the Special Tax A obligation and shall cause a suitable notice to be recorded in compliance with the Act within thirty (30) days of receipt of such partial prepayment of the Special Tax A obligation, to indicate the partial prepayment of the Special Tax A obligation and the partial release of the Spec ial Tax A lien on such Assessor’s Parcel, and the obligation of the owner of such Assessor’s Parcel to pay such prepaid portion of the Special Tax A shall cease.
Notwithstanding the foregoing, no partial prepayment will be allowed unless the amount of Spec ial Tax A that may be levied on Taxable Property in each future Fiscal Year after such partial prepayment, net of Administrative Expenses, shall be at least 1.1 times the regularly scheduled annual interest and principal payments on all currently Outstanding Bonds in each future Fiscal Year.
I. TERMINATION OF SPECIAL TAX A
For each Fiscal Year that any Bonds are outstanding the Special Tax A shall be levied on all Assessor’s Parcels subject to the Special Tax A as necessary to satisfy the Special Tax A Requirement. The Special Tax A shall cease not later than the 2063 -2064 Fiscal Year, however, Special Tax A will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determined (i) that all required interest and principal payments on the IA No. 2 Bonds have been paid; (ii) all authorized facilities of IA No. 2 have been acquired and all reimbursements have been paid pursuant to the acquisition agreement related to IA No. 2, (iii) no delinquent Special Tax A remain uncollected and (iv) all other obligations of IA No. 2 Special Tax A have been satisfied.
J. MANNER OF COLLECTION
The Special Tax A shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that IA No. 2 may collect Special Tax A at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor’s Parcels as permitted by the Act.
K. SPECIAL TAX B
Commencing Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax B on Taxable Property pursuant to Section N, up to the applicable Maximum Special Tax B to fund the Special Tax B Requirement.
L. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX B
For each Fiscal Year, all Assessor’s Parcels of Taxable Property within IA No. 2 shall be classified as Developed Property or Final Map Property and shall be subject to the levy of Special Tax B as determined pursuant to Sections M and N below f or all Zones. Assessor’s Parcels of Developed Property and Final Map Property with attached Dwelling Units, shall be classified as either Residential Property or Non -Residential Property. For Residential Property the number of Dwelling Units shall be det ermined by the CFD Administrator.
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Undeveloped Property shall not be subject to Maximum Special Tax B.
M. MAXIMUM SPECIAL TAX B
For purposes of determining the applicable Maximum Special Tax B for Assessor’s Parcels of Developed Property which are classifie d as Residential Property all such Assessor’s Parcels shall be assigned the number of Dwelling Unit(s) constructed thereon, or approved to be constructed thereon, as specified in or shown on the Building Permit(s) issued or Final Map as determined by the C FD Administrator. If a single family attached building or buildings have been built on an Assessor’s Parcel, the CFD Administrator shall determine the actual number of Dwelling Units contained within the building or buildings, and the Special Tax B levied against the Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the actual number of Dwelling Units by the Maximum Special Tax B per Dwelling Unit.
For purposes of determining the applicable Maximum Special Tax B for Assessor’s Parcels of Developed Property and Final Map Property which are classified as Non -Residential Property, all such Assessor’s Parcels shall be assigned the number of Acres as shown on the Final Map as determined by the CFD Administrator.
Once the CFD Adminis trator determines the actual number of Acres for an Assessor’s Parcel, the Special Tax B levied against the Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the number of Acres by the Maximum Special Tax B per Acre.
1. Developed Property
a. Maximum Special Tax B
The Maximum Special Tax B for each Assessor’s Parcel of Taxable Property for Fiscal Year 2023-2024 is identified in Table 5 below:
TABLE 5
MAXIMUM SPECIAL TAX B FOR DEVELOPED PROPERTY
Land Use Category
Taxable
Unit
Maximum Special Tax B
Per Assessor’s Parcel
1. Residential Property DU $425
2. Non-Residential Property Acre $2,544
On each July 1, commencing July 1, 2024, the Maximum Special Tax B for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve-month period ending in January of the prior Fiscal Year or (ii) two percent (2%). b. Multiple Land Use Categories
In some instances an Assessor’s Parcel of Developed Property may contain more than one Land Use Category.
The Maximum Special Tax B that can be levied on an Assessor’s Parcel shall be the sum of the Maximum Special Tax B that can be levied for each Land Use Category located on that Assessor’s Parcel. For an Assessor’s Parcel that contains more than one land use, the Acreage of such Assessor’s Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined by reference to the site plan approved by the C ity for such Assessor’s Parcel. The CFD Administrator’s allocation to each type of property shall be final.
2. Final Map Property
The Maximum Special Tax B for each Assessor’s Parcel of Final Map Property for Fiscal Year 2023-2024 is identified in Table 6 below:
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TABLE 6
MAXIMUM SPECIAL TAX B RATES
FOR FINAL MAP PROPERTY
Maximum Special Tax B
Per Assessor’s Parcel
$425
On each July 1, commencing July 1, 2024, the Maximum Special Tax B for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve-month period ending in January of the prior Fiscal Year or (ii) two percent (2%).
N. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX B
Commencing with Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax B on Taxable Property until the amount of Special Tax B equals the Special Tax B Requirement in accordance with the following steps:
Step One: The Special Tax B shall be levied Proportionately on each Assessor’s Parcel of Developed Property at up to 100% of the applicable Maximum Special Tax B as needed to satisfy the Special Tax B Requirement.
Step Two: If additional moneys are needed to satisfy the Special Tax B Requirement after the first step has been completed, the Special Tax B shall be levied Proportionately on each Assessor’s Parcel of Final Map Property, at up to 100% of the Maximum Special Tax B applicable to each such Assessor’s Parcel as needed to satisfy the Special T ax B Requirement.
O. DURATION OF SPECIAL TAX B
The Special Tax B shall be levied in perpetuity to fund the Special Tax B Requirement, unless no longer required as determined at the sole discretion of the City Council.
P. MANNER OF COLLECTION
The Special Tax B shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that IA No. 2 may collect the Special Tax B at a different time or in a different manner if necessary to meet its funding requirements.
Q. SPECIAL TAX C (CONTINGENT)
The City Council may levy the Special Tax C (Contingent), applicable to all Zones, commencing in the first Fiscal Year following the occurrence of any of the following events (each such event, a “Failure to Perform”):
a. the Property Owner Association files a voluntary petition in bankruptcy or the approval by a court of competent jurisdiction of a petition applicable to the Property Owner Association of any proceedings instituted under the Federal Bankruptcy Code, as amended; b. the Property Owner Association is dissolved;
c. the Property Owner Association fails to levy annual assessments sufficient to fund (i) the maintenance for the then Property Owner Association owned and/or Property Owner Association maintained Maintenanc e Services (Contingent) or (ii) the replacement of such facilities related to the Maintenance Services (Contingent) in accordance with (A) the requirements of the then current reserve funding plan of the Property Owner Association
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performed pursuant to Cal ifornia Civil Code Section 5550 or (B) if California Civil Code 5550 is no longer applicable, the requirements of the then applicable law and/or regulations governing the Property Owner Association’s requirements to budget for and finance such replacement; or
d. the Property Owner Association fails to maintain the Maintenance Services (Contingent) at the same level as defined within the Property Owner Association maintenance specifications.
In the event the Property Owner Association maintenance specificati ons do not meet either the City or County maintenance requirements, the City Council will have sole discretion to determine the required level of maintenance required for purposes of this section.
In the event of the occurrence of a Failure to Perform desc ribed in “c.” or “d.” above, the City shall give the Property Owner Association written notice of such event. If such Failure to Perform is reasonably capable of being cured within sixty (60) days from the date of such notice, the Property Owner Associati on shall have such period of time to cure such Failure to Perform prior to the levy by the City Council of Special Tax C (Contingent). If such Failure to Perform is such that it is reasonably capable of being cured, but not within such sixty (60) day period and the Property Owner Association (i) initiates corrective action within such sixty (60) day period, and (ii) diligently, continually, and in good faith works to effect a cure of such Failure to Perform as soon as possible, then the Property Owner Asso ciation shall have such additional time, as is reasonably necessary, to cure such Failure to Perform prior to the levy by the City Council of Special Tax C (Contingent).
The City Council may suspend the levy of Special Tax C (Contingent) if the Property Ow ner Association has cured the Failure to Perform to the satisfaction of the City Council and the Property Owner Association has agreed to such conditions as the City Council may find necessary to minimize the occurrence of such Failure to Perform in the fu ture. In the event the City Council initiates the Special Tax C (Contingent), it will apply to all Assessor’s Parcels of Taxable Property in addition to, and not in lieu of, the Special Tax B.
R. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX C (CONTINGENT) For each Fiscal Year that Special Tax C (Contingent) is authorized to be levied, all Assessor’s Parcels classified as Developed Property or Final Map Property and shall be subject to the levy of Special Tax C as determined pursuant to Sections S and T below for all Zones. Assessor’s Parcels of Developed Property and Final Map Property shall be classified as either Residential Property or Non -Residential Property. For Residential Property the number of Dwelling Units shall be determined by the CFD Administrator.
Undeveloped Property shall not be subject to Maximum Special Tax C (Contingent).
S. MAXIMUM SPECIAL TAX C (CONTINGENT)
For purposes of determining the applicable Maximum Special Tax C (Contingent) for Assessor’s Parcels of Developed Property whi ch are classified as Residential Property, all such Assessor’s Parcels shall be assigned the number of Dwelling Unit(s) constructed thereon, or approved to be constructed thereon, as specified in or shown on the Building Permit(s) issued or Final Map as de termined by the CFD Administrator. If a single family attached building or buildings have been built on an Assessor’s Parcel, the CFD Administrator shall determine the actual number of Dwelling Units contained within the building or buildings, and the Spe cial Tax C (Contingent) levied against the Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the actual number of Residential Units by the Maximum Special Tax C (Contingent) per Dwelling Unit identified for the Assessor’s Parcel.
For purposes of determining the applicable Maximum Special Tax C (Contingent) for Assessor’s Parcels of Developed Property and Final Map Property which are classified as Non -Residential Property, all such Assessor’s Parcels shall be assigned the number of Acres as shown on the Final Map as determined by the CFD Administrator. Once the CFD Administrator determines the actual number of Acres for an Assessor’s
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Parcel, the Special Tax C (Contingent) levied against an Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the number of Acres by the Maximum Special Tax C (Contingent) per Acre.
1. Developed Property
a. Maximum Special Tax C (Contingent)
The Maximum Special Tax C (Contingent) for each Assessor’s Parcel of Taxable Property for Fiscal Year 2023-2024 is identified in Table 7 below for all Zones:
TABLE 7
MAXIMUM SPECIAL TAX C (CONTINGENT) FOR DEVELOPED PROPERTY Land Use Category
Taxable
Unit
Maximum Special Tax C (Contingent)
Per Taxable Unit
1. Residential Property DU $249
2. Non-Residential Property Acre $1,487
On each July 1, commencing July 1, 2024, the Maximum Special Tax C (Contingent) for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve-month period ending in January of the prior Fiscal Year or (ii) two percent (2%). b. Multiple Land Use Categories
In some instances an Assessor’s Parcel of Developed Property may contain more than one Land Use Category.
The Maximum Special Tax C (Contingent) that can be levied on an Assessor’s Parcel shall be the sum of the Maximum Special Tax C (Contingent) that can be levied for each Land Use Category located on that Assessor’s Parcel. For an Assessor’s Parcel that contains more than one land use, the Acreage of such Assessor’s Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined by reference to the site plan approved for such Assessor’s Parcel. The CFD Administrator’s allocation to each type of property shall be final.
2. Final Map Property
The Maximum Special Tax C (Contingent) for each Assessor’s Parcel of Final Map Property for Fiscal Year 2023-2024 is identified in Table 8 below:
TABLE 8
MAXIMUM SPECIAL TAX C (CONTINGENT) FOR
FINAL MAP PROPERTY
Maximum Special Tax C
(Contingent)
Per Assessor’s Parcel
$249
On each July 1, commencing July 1, 2024, the Maximum Special Tax C (Contingent) for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve-month period ending in January of the prior Fiscal Year or (ii) two percent (2%).
T. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX C (CONTINGENT) Commencing with the first Fiscal Yea r in which Special Tax C (Contingent) is authorized to be levied and for each following Fiscal Year, the Council shall determine the Special Tax C (Contingent) Requirement and shall
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levy the Special Tax C (Contingent) on all Assessor’s Parcels of Taxable P roperty until the aggregate amount of Special Tax C (Contingent) equals the Special Tax C (Contingent) Requirement. The Special Tax C (Contingent) shall be levied for each Fiscal Year as follows:
Step One: The Special Tax C (Contingent) shall be levied Proportionately on all Assessor’s Parcels of Developed Property at up to 100% of the applicable Maximum Special Tax C (Contingent) to satisfy the Special Tax C (Contingent) Requirement;
Step Two: If additional moneys are needed to satisfy the Special Tax C (Contingent) Requirement after the first step has been completed, the Special Tax C (Contingent) shall be levied Proportionately on each Assessor’s Parcel of Final Map Property at up to 100% of the Maximum Special Tax C (Contingent) for Final Map Property.
U. DURATION OF SPECIAL TAX C (CONTINGENT)
The Special Tax C (Contingent) shall be levied in perpetuity to fund the Special Tax C (Contingent) Requirement, unless no longer required as determined at the sole discretion of the City Council.
V. MANNER OF COLLECTION OF SPECIAL TAX C (CONTINGENT)
The Special Tax C (Contingent) shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that IA No. 2 may collect the Special Tax C (Contingent) at a different time or in a different manner if necessary to meet its funding requirements.
W. SPECIAL TAX D
Commencing Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax D on all Taxable Property, up to the applicable M aximum Special Tax D to fund the Special Tax D Requirement.
X. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX D
For each Fiscal Year, all Assessor’s Parcels of Taxable Property within IA No. 2 classified as Residential Property shall be subject to the levy of Special Tax D as determined pursuant to Sections Y and Z below for all Zones. For Residential Property with attached Dwelling Units, the number of Dwelling Units shall be determined by the CFD Administrator.
Final Map Property, Non -Residential Property, and Undeveloped Property shall not be subject to Maximum Special Tax D.
Y. MAXIMUM SPECIAL TAX D
1. Developed Property
a. Maximum Special Tax D
The Maximum Special Tax D for each Assessor’s Parcel of Residential Property for Fiscal Year 2023- 2024 is identified in Table 9 below:
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TABLE 9
MAXIMUM SPECIAL TAX D FOR RESIDENTIAL PROPERTY
Land Use Category
Taxable
Unit
Maximum
Special Tax B
Per Taxable Unit
1. Residential Property DU $509
On each July 1, commencing July 1, 2023, the Maximum Special Tax D for the prior Fiscal Year shall be adjusted by the greater of (i) an amount equal to the percentage change in the Consumer Price Index for the twelve-month period ending in January of the prior Fiscal Year or (ii) five percent (5%).
Z. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX D
Commencing with Fiscal Year 2023-2024 and for each subsequent Fiscal Year, the City Council shall levy Special Tax D until the amount of Special Tax D equals the Special Tax D Requirement in accordance with the following steps:
Step One: The Special Tax D shall be levied Proportionately on each Assessor’s Parcel of Residential Property at up to 100% of the applicable Maximum Special Tax D as needed to satisfy the Special Tax D Requirement.
AA. DURATION OF SPECIAL TAX D
The Special Tax D shall be levied in perpetuity to fund the Special Tax D Requirement, unless no longer required as determined at the sole discretion of the City Council.
BB. MANNER OF COLLECTION
The Special Tax D shall be collected in the same manner and at t he same time as ordinary ad valorem property taxes, provided, however, that IA No. 2 may collect the Special Tax D at a different time or in a different manner if necessary to meet its funding requirements.
CC. APPEALS
Any taxpayer may file a written appea l of the Special Taxes on his/her Assessor’s Parcel(s) with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes. During pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, a nd advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall take any of the following actions, in order of priority, in order to correct the error:
(i) amend the Special Tax levy for the cu rrent Fiscal Year prior to the payment date; (ii) require the CFD to reimburse the taxpayer the amount of the overpayment to the extent of available funds of IA No. 2 of CFD No. 2023-1; or (iii) grant a credit against, eliminate or reduce the future Specia l Taxes levied on the taxpayer’s property within IA No. 2 of CFD No. 2023-1 in the amount of the overpayment.
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DD. INTERPRETATIONS
The City Council may interpret this Rate and Method of Apportionment of Special Tax by ordinance or resolution for purposes of clarifying any vagueness or ambiguity. Any decision of the City Council shall be final and binding as to all persons.
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APPENDIX B
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
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APPENDIX C
APPRAISAL REPORT
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APPENDIX D
DEMOGRAPHIC INFORMATION REGARDING THE COUNTY OF RIVERSIDE
AND THE CITY OF BEAUMONT
The Bonds are not obligations of the City of Beaumont (the “City”) or the County of Riverside (the “County”) and do not represent a lien or charge against any funds or property of the City or the County. The following information is provided only to give prospective investors an overview of the general economic condition of the City, the County and the State of California (the “State”).
General
The City was founded in 1912 in Riverside County, California. The City is located approximately 78 miles east of Los Angeles and encompasses an area of 30.9 square miles. The City currently has an estimated population of approximately 57,416 persons.
Population
The following table offers population estimates as of January 1 for the City, the County and the State for years 2020 through 2024.
Area 2020 2021 2022 2023 2024
City of Beaumont 51,731 53,920 54,208 56,275 57,416
County of Riverside 2,440,719 2,419,165 2,427,832 2,428,580 2,442,378 State of California 39,648,938 39,327,868 39,114,785 39,061,058 39,128,162
Source: California State Department of Finance, E-4 Population Estimates for Cities, Counties, and the State, 2011-2020 with 2010 Census Benchmark and 2021-2024 with 2020 Benchmark.
Building Activity
The following tables provide summaries of the building permit valuations and the number of new dwelling units authorized in the City and County f or years 2019 through 2023.
BUILDING PERMIT VALUATIONS
City of Beaumont
2019-2023
(Dollars in Thousands)
2019 2020 2021 2022 2023
Valuation ($000):
Residential $159,847 $73,829 $141,171 $160,159 $161,510 Non-residential 30,156 25,559 16,448 20,799 97,862 Total* $190,003 $99,388 $157,619 $180,958 $259,372
Residential Units:
Single family 528 271 494 651 519
Multiple family 0 0 0 0 0
Total 528 271 494 651 519
* Totals may not add to sums due to rounding.
Source: Construction Industry Research Board.
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BUILDING PERMIT VALUATIONS
County of Riverside
2019-2023
(Dollars in Thousands)
2019 2020 2021 2022 2023
Valuation ($000):
Residential $2,275,405 $2,519,303 $2,262,642 $2,921,113 $3,306,086 Non-residential 1,285,856 1,153,778 1,543,998 1,701,618 1,676,498 Total* $3,561,261 $3,673,081 $3,806,640 $4,622,731 $4,982,584 Residential Units:
Single family 6,563 8,443 7,360 8,863 8,894
Multiple family 1,798 723 1,126 2,861 6,428
Total 8,361 9,166 8,486 11,724 15,322
* Totals may not add to sums because of rounding.
Source: Construction Industry Research Board.
Employment
The following tables show the largest employers located in the City and County as of June 30, 20 24.
LARGEST EMPLOYERS
City of Beaumont
(as of June 30, 2024)
Rank Name of Business Employees Type of Business
1. Amazon 6,300 Online Retail
2. Beaumont Unified School District 1,377 School District
3. CJ Foods 630 Food & Food Service
4. Walmart 526 Retail Store
Source: City of Beaumont Annual Comprehensive Financial Report for year ended June 30, 2024.
LARGEST EMPLOYERS
County of Riverside
(as of June 30, 2024)
Rank Name of Business Employees Type of Business
1. County of Riverside 23,772 County Government
2. Amazon 14,317 Online Retail
3. University of California, Riverside 8,593 University
4. State of California 8,398 Government
5. Walmart 6,465 Retail Store
6. Moreno Valley Unified School District 6,020 School District
7. Kaiser Permanente Riverisde Medical Center 5,817 Medical Center
8. Riverside Unified School District 5,431 School District
9. Stater Brothers 4,990 Supermarket
10. Mt. San Jacinto Community College District 4,638 School District
Source: County of Riverside, California Annual Comprehensive Financial Report Fiscal Year Ended June 30, 2024.
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Employment and Industry
Employment data by industry is not separately reported on an annual basis for the City but is compiled for the Riverside -San Bernardino-Ontario Metropolitan Statistical Area (the “MSA”), which includes all of Riverside and San Bernardino Counties. In addition to varied manufacturing employment, the MSA has large and growing commercial and service sector employment, as reflected in the table below.
The following table represents the Annual Average Labor Force and Industry Employment for the Riverside-San Bernardino-Ontario MSA for years 2020 through 2024.
RIVERSIDE-SAN BERNARDINO-ONTARIO MSA
INDUSTRY EMPLOYMENT & LABOR FORCE - BY ANNUAL AVERAGE
2020 2021 2022 2023 2024
Civilian Labor Force 2,073,400 2,108,400 2,140,500 2,180,300 2,209,100 Civilian Employment 1,868,300 1,951,600 2,049,900 2,078,100 2,093,800 Civilian Unemployment 205,100 156,700 90,700 102,300 115,300 Civilian Unemployment Rate 9.9% 7.4% 4.2% 4.7% 5.2%
Total Farm 14,100 13,700 13,800 13,200 13,700
Total Nonfarm 1,495,800 1,575,100 1,660,200 1,681,000 1,700,400 Total Private 1,247,800 1,333,100 1,410,200 1,420,700 1,430,200 Goods Producing 202,200 207,700 216,300 215,300 212,900 Mining and Logging 1,300 1,400 1,500 1,500 1,600
Construction 104,900 110,100 114,700 115,400 116,200
Manufacturing 96,000 96,100 100,000 98,500 95,200
Service Providing 1,293,700 1,367,400 1,443,900 1,465,700 1,487,500 Trade, Transportation and Utilities 406,900 443,200 464,900 457,900 456,400 Wholesale Trade 65,600 67,400 69,500 68,900 68,600
Retail Trade 168,800 177,000 181,000 183,000 182,600
Transportation, Warehousing and Utilities 172,500 198,800 214,400 206,000 205,200 Information 12,400 12,500 13,000 13,300 13,000
Financial Activities 44,100 45,200 46,000 44,900 44,100 Professional and Business Services 152,100 166,600 173,900 164,400 161,800 Private Education and Health Services 248,800 254,300 267,900 287,800 306,000 Leisure and Hospitality 141,300 160,200 180,900 187,600 185,300 Other Services 40,200 43,600 47,400 49,400 50,700
Government 248,000 242,000 250,000 260,200 270,200
Total, All Industries 1,509,900 1,588,800 1,674,000 1,694,100 1,714,100
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 da ta found in this Appe ndix C.
Source: State of California, Employment Development Department, Industry Employment – Official Estimates. March 2024 Benchmark.
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The following table summarizes the labor force, employment and unemployment figures for years 2019 through 2023 for the City, the County, the State and the nation as a whole.
CITY OF BEAUMONT,
COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA AND UNITED STATES
Average Annual Civilian Labor Force, Employment and Unemployment Year and Area Labor Force Employment (1) Unemployment (2) Unemployment
Rate (%)(3)
2019
City of Beaumont 23,700 22,900 800 3.2%
County of Riverside 1,106,200 1,059,500 46,700 4.2
State of California 19,385,300 18,589,600 795,700 4.1
United States 163,539,000 157,538,000 6,001,000 3.7
2020
City of Beaumont 23,900 21,800 2,100 8.7%
County of Riverside 1,118,900 1,006,200 112,700 10.1
State of California 18,958,600 17,037,000 1,921,600 10.1 United States 160,742,000 147,795,000 12,947,000 8.1
2021
City of Beaumont 24,200 22,700 1,500 6.3%
County of Riverside 1,130,500 1,047,700 82,800 7.3
State of California 18,956,600 17,568,700 1,387,800 7.3 United States 161,204,000 152,581,000 8,623,000 5.3
2022
City of Beaumont 24,600 23,700 800 3.4%
County of Riverside 1,145,700 1,097,200 48,500 4.2
State of California 19,169,300 18,348,900 820,400 4.3
United States 164,287,000 158,291,000 5,996,000 3.6
2023
City of Beaumont 24,900 23,900 1,000 4.0%
County of Riverside 1,157,900 1,102,300 55,600 4.8
State of California 19,308,300 18,388,300 920,000 4.8
United States 167,116,000 161,037,000 6,080,000 3.6
Note: Data is not seasonally adjusted.
(1) Annual averages, unless otherwise specified.
(2) Includes persons involved in labor-management trade disputes. (3) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded figures in this table.
Source: U.S. Department of Labor – Bureau of Labor Statistics, California Employment Development Department. March 2023 Benchmark.
Personal Income
Personal income consists of the income that persons receive in return for their provision of labor, land, and capital used in current production as well as other income, such as personal current transfer receipts. In the state and local personal income accounts the personal income of an area represents the income received by or on behalf of the persons residing in that area. It is calculated as the sum of wages and salaries, supplements to wages and salaries, proprietors ’ income with inventory valuation (IVA) and cap ital consumption
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adjustments (CCAdj), rental income of persons with capital consumption adjustment (CCAdj), personal dividend income, personal interest income, and personal current transfer receipts, less contributions for government social insurance plus the adjustment for residence.
Total personal income in Riverside County increased by 29.25% between 2019 and 2023. The following tables summarize personal income for Riverside County for 2019 through 2023.
PERSONAL INCOME
Riverside County
2019-2023
(Dollars in Thousands)
Year Riverside County
Annual
Percent Change
2019 103,647,288 N/A
2020 115,370,344 11.3%
2021 126,493,256 9.6
2022 126,174,731 -0.3
2023 133,968,557 6.2
Note. All dollar estimates are in thousands of current dollars (not adjusted for inflation).
Source: U.S. Bureau of Economic Analysis.
The following table summarizes per capita personal income for Riverside County, California and the United States for years 2019 through 2023. This measure of income is calculated as the total personal income divided by total midyear population.
PER CAPITA PERSONAL INCOME
Riverside County, State of California and the United States 2019-2023
Year Riverside County California United States
2019 43,122 64,219 55,567
2020 47,615 70,098 59,123
2021 51,558 76,882 64,460
2022 50,995 76,941 66,244
2023 53,750 81,255 69,810
Source: U.S. Bureau of Economic Analysis.
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Taxable Sales
The table below presents taxable sales for the years 2019 through 2023 for the City.
TAXABLE SALES
City of Beaumont
2019-2023
(Dollars in Thousands)
Year Permits Taxable Transactions
2019 1,441 $ 475,414
2020 1,543 616,039
2021 1,336 1,229,150
2022 1,475 2,472,075
2023 1,605 2,321,599
Source: California Department of Tax and Fee Administration, Taxable Sales – Cities by Type of Business (Taxable Table 4).
The table below presents taxable sales for the years 2019 through 2023 for the County.
TAXABLE SALES
County of Riverside
2019-2023
(Dollars in Thousands)
Year Permits Taxable Transactions
2019 64,063 $40,626,998
2020 69,284 42,313,474
2021 64,335 55,535,196
2022 66,738 62,117,153
2023 68,670 61,331,274
Source: California Department of Tax and Fee Administration, Taxable Sales – By County (Taxable Table 2).
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APPENDIX E
FORM OF BOND COUNSEL OPINION
[Closing Date]
Beaumont Public Improvement Authority
Beaumont, California
Re: $__________ Beaumont Public Improvement Authority Local Agency Revenue Bonds, Series 2025B
Ladies and Gentlemen:
We have examined the Constitution and the laws of the State of California, a certified record of the proceedings of the Beaumont Public Improvement Authority (the “Authority”) taken in connection with the issuance by the Authority of its Beaumont Public Improvement Authority Local Agency Revenue Bonds, Series 2025B (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 representation s and certifications of fact made by the Authority, the Community Facilities District, the initial purchaser of the Bonds and others and opinions of counsel to the Authority and the Community Facilities District. 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 Marks Roos Local Bond Pooling Act of 1985, as amended (Article 4 of Chapter 5 of Division 7 of Title 1 of the Cali fornia Government Code) (the “Act”), that certain Indenture of Trust dated as of _____ 1, 2025 (the “Indenture”), by and between the Authority and Zions Bancorporation, National Association, as Trustee, and an authorizing resolution adopted by the Board of Directors of the Authority (the “Board”) on November 4 , 2025 (the “Resolution”). Capitalized terms not defined herein shall have the meaning set forth in the Indenture.
We have assumed the genuineness of all documents and signatures presented to us, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions referred to in the preceding paragraphs of this opinion. Furthermore, we have assumed compliance with all covenants and agreements contained in the Bonds and the Indenture. We express no opinion herein with respect to any indemnification, contribution, choice of law, choice of forum, penalty or waiver provisions contained in the Bonds and the Indenture.
We call attention to the fact that the rights and obligations under the Bonds and t he Indenture may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of equitable principles and the exercise of judicial discretion in appropriate cases and by the limitations on legal remedies against public agencies in the State of California.
Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstan ces, and upon consideration of applicable laws, we are of the opinion that:
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(1) The Bonds have been duly and validly authorized by the Authority and are legal, valid and binding limited obligations of the Authority, enforceable in accordance with their ter ms and the terms of the Indenture.
(2) The Indenture has been duly executed and delivered by the Authority. The Indenture creates a valid pledge of the Revenues to secure the Bonds and the amounts on deposit in certain funds and accounts established under the Indenture to secure the Bonds, as and to the extent provided in the Indenture. The Indenture constitutes the valid and binding agreement of the Authority and is enforceable in accordance with its terms.
(3) Under existing statutes, regulations, ruli ngs 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 in dividuals; however, it should be noted that, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), interest (and original issue discount) with respect to the Bonds might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed on such corporations . (4) Interest (and original issue discount) on the Bonds is exempt from State of California personal income tax.
(5) The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect to such Bond constitutes original issu e 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 B ond owner will increase the Bond owner’s basis in the applicable Bond.
(6) 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 matur ity (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 Bond owner’s basis in the applicable Bond (and the amount of tax-exempt interest receive d), 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 certa in circumstances) than the original cost of the Bond to the owner.
The opinions expressed in paragraph (3) and (5) above as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on the Bonds is subject to the condition that the Authority, the City and the Community Facilities District comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds to assure that such interest (and original issue discount) will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest (and original issue discount) on the Bonds to be included in gross income for federal income tax purposes retroac tive to the date of issuance of the Bonds. The Authority, the City and the Community Facilities District each has covenanted to comply with all such requirements.
Except as set forth in paragraphs (3) through (6) above, we express no opinion as to any ta x consequences related to the Bonds.
Certain requirements and procedures contained or referred to in the Indenture, the Tax Certificate and the Local Obligation Bond Indentures may be changed, and certain actions may be taken, under the circumstances and s ubject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area of tax -exempt obligations. We express no opinion herein as to the effect on the exclusion from gross income for federal income tax purposes of interest
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(and original issue discount) on any Bond if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth LLP.
Our opinion is limited to matters governed by the laws of the State of California and federal income tax law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. We call attention to the fact that the rights an d obligations under the Bonds, the Indenture and the Tax Certificate may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of e quitable principles and the exercise of judicial discretion in appropriate cases and by the limitations on legal remedies against public agencies in the State of California.
By delivering this opinion, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set - off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non -exclusivity of remedies, waiver or severability provisions contained in the Bonds or the Indenture, nor are we expressing any opinion with respect to the state or quality of title to or interest in any assets described in or as subject to the lien of the Indenture or the accuracy or sufficienc y of the description contained therein of, or the remedies available to enforce liens on any assets thereunder.
The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Our engagement as Bond Counsel terminates upon the issuance of the Bonds and we have not undertaken to determine, or to inform any person, whether any such actions or events are taken (or not taken) or do occur (or do not occur).
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 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.
Respectfully submitted,
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APPENDIX F
FORM OF CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (“Disclosure Agreement”), dated as of _____ 1, 2025, is executed and delivered by the Beaumont Public Improvement Authority (the “Issuer”), and Spicer Consulting Group, LLC, as Dissemination Agent (the “Dissemination Agent”) in connection with the issuance of $ __________ aggregate principal amount the Beaumont Public Improvement Authority Local Agency Revenue Bonds, S eries 2025B (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust, dated as of _____ 1, 2025 (the “Indenture”), by and between Zions Bancorporation, National Association, as trustee (the “Trustee”), and the Issuer. The proceeds of t he Bonds will be used to acquire the Local Obligations (as defined below). The Issuer and the Dissemination Agent covenant and agree 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 Participating Underwriter in complying with Rule 15c2 -12(b)(5) of the Securities and Exchange Commission.
Section 2. Definitions. In addition to the def initions set forth in the 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 Annual Re port 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 owne rship 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 purposes.
“Improvement Area” means Improvement Area No. 1 or Improvement Area No. 2. “Improvement Area No. 1” means Improvement Area No. 1 of the City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon), a community facilities district formed pursuant to the CFD Act.
“Improvement Area No. 2” means Improvement Area No. 2 of the City of Beaumont Community Facilities District No. 2023 -1 (Fairway Canyon), a community facilities district formed pursuant to the CFD Act.
“Disclosure Representative” shall mean the Executive Director of the Issuer, or his or her designee, or such other officer or employee as the Issuer shall designate in writing to the Dissemination Agent from time to time.
“Dissemination Agent” shall mean Spicer Consulting Group, LLC , acting in its capacity as Dissemination Agent hereunder, or any successor Dis semination Agent designated in writing by the Issuer and which has filed with the Trustee and the Issuer a written acceptance of such designation. “EMMA” shall mean the Electronic Municipal Market Access system of the MSRB. “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.
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“MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934 and any successor entity designated under the Rule as the repository for filings made pursuant to Section 15B(b)(2) of the Securities Exchange Act of 1934. “Official Statement” shall mean that certain Official Statement for the Bonds dated _____, 2025. “Owners” shall mean the registered owners of the Bonds as set forth in the registration books maintained by the Trustee.
“Participating Underwriter” shall mean the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.
“Repository” shall mean the Electronic M unicipal Market Access System of the Municipal Securities Rulemaking Board, which can be found at www.emma.msrb.org, any other repository of disclosure information that may be designated by the Securities and Exchange Commission in the future. “Rule” shall mean Rule 15c2-12(b)(5) 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.
Section 3. Provision of Annual Reports.
(a) The Issuer shall, or upon written direction shall cause the Dissemination Agent to, not later than the February 10 following the end of the Issuer’s Fiscal Year (June 30) commencing with the report due by February 10 , 2026, provide to the Repository, in an ele ctronic format and accompanied by identifying information as prescribed by the MSRB, an Annual Report which 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 include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer and the District, if any exist, may be submitted separatel y 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 or the District’s Fiscal Year changes, the Issuer shall give notice of such change i n the same manner as for a Listed Event under Section 5(a). The Issuer shall provide a written certification with each Annual Report furnished to the Dissemination Agent and the Trustee to the effect that such Annual Report constitutes the Annual Report r equired to be furnished by it hereunder. The Dissemination Agent and Trustee may conclusively rely upon such certification of the Issuer and shall have no duty or obligation to review such Annual Report.
(b) Not later than (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to the Repository, the Issuer shall provide the Annual Report to the Dissemination Agent.
If by fifteen (15) Business Days prior to such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer to inquire if the Issuer is in compliance with subsection (a).
(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the Repository by the date required in subsection (a), the Dissemination Agent in a timely manner shall send a notice to the Municipal Securities Rulemaking Board in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall:
(i) determine each year prior to dat e for providing the Annual Report the name and address of the Repository; and
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(ii) file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing the Repository(ies) to which it was provided.
Section 4. Content of Annual Reports. The Annual Report shall contain or include by reference the following:
(a) The audited financial statements of the City for the prior Fiscal Year, if any have been prepared and which, if prepared, shall be 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 the City is preparing audited financial statements and such audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the audited financial statements may be submitted separately from the balance of the Annual Report and lat er than the date required above for the filing of the Annual Report if such audited financial statements are not available by the date required for filing the Annual Report.
(b) The Annual Report shall contain or incorporate by reference the following:
(i) the principal amount of the Bonds and each series of Local Obligations outstanding as of the September 2 preceding the filing of the Annual Report; (ii) the balance in each fund under the Indenture and the Reserve Requirement as of the September 30 preceding the filing of the Annual Report; (iii) any changes to the Rates and Methods of Apportionment of the Special Taxes approved or submitted to the qualified electors for approval prior to the filing of the Annual Report and a description of any parcels for which the Special Taxes have been prepaid in the Fiscal Year for which the Annual Report is being prepared;
(iv) an update of the estimated assessed value -to-lien ratio for each Improvement Area substantially in the form of Table 6 and Table 13 in the Official Statement based upon the most recent Special Tax levy preceding the date of the Annual Report and on the assessed values of property for the current Fiscal Year; provided, however that in such updates, value to lien by ownership need not be shown ;
(v) the status of any foreclosure actions being pursued by the Community Facilities Districts within the Improvement Areas with respect to delinquent Special Taxes; (vi) an update by Improvement Area similar to Table 9 and Table 16 of the total Special Taxes levied and collected in the most recent prior Fiscal Year and the current Fiscal Year, and the total Special Taxes that remain unpaid for the prior Fiscal Year in which Special Taxes were levied and the number of delinquent parcels in each Improvement Area; (vii) any changes with respect to the inclusion or exclusion of the Improvement Areas in the County’s Teeter Plan; and
(viii) any information not already included under (i) through (vii) above that the Issuer is required to file in its annual report to the California Debt and Investment Advisory Commission pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended.
Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to the Repository. If the document included by reference is a final official statement, it must be available from
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the Municipal Securities Rulemaking Boa rd. The Issuer shall clearly identify each such other document so included by reference.
Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause the Dissemination Agent to give, 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:
1. principal and interest payment delinquencies;
2. unscheduled draws on debt service reserves reflecting fi nancial difficulties;
3. unscheduled draws on credit enhancements reflecting financial difficulties;
4. substitution of credit or liquidity providers, or their failure to perform;
5. adverse tax opinions or the issuance by the Internal Revenue Service of p roposed or final determinations of taxability or of a Notice of Proposed Issue (IRS Form 5701-TEB);
6. tender offers;
7. defeasances;
8. ratings changes;
9. bankruptcy, insolvency, receivership or similar proceedings; and Note: for the purposes of the event identified in subparagraph (9), 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 p roceeding 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 havi ng supervision or jurisdiction over substantially all of the assets or business of the obligated person.
10. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties.
(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:
1. unless described in paragraph 5(a)(5) above, notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds;
2. the consummation of a merger, consolidati on or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other
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than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the terminati on of a definitive agreement relating to any such actions, other than pursuant to its terms;
3. appointment of a successor or additional trustee or the change of the name of a trustee;
4. nonpayment related defaults;
5. modifications to the rights of Owner s of the Bonds;
6. bond calls;
7. release, substitution or sale of property securing repayment of the Bonds; and
8. incurrence of a financial obligation of the obligated person, or agreement to covenants, events of default, remedies, priority rights, or ot her similar terms of a financial obligation of the obligated person, any of which reflect financial difficulties.
(c) In the event of the occurrence of a Listed Event under Section 5(b) above, the Issuer shall as soon as possible determine if such event wo uld be material under applicable federal securities laws. (d) If the Issuer determines that knowledge of the occurrence of a Listed Event under Section 5(b) would be material under applicable federal securities laws, the Issuer shall file, or cause the Dissemination Agent to file, a notice of such occurrence with the Repository in a timely manner not more than 10 business days after the event.
(e) The Issuer hereby agrees that the undertaking set forth in this Disclosure Agreement is the responsibility of the Issuer and that the Dissemination Agent, if other than the Issuer, 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.
(f) For purposes of the events identified in subparagraphs (a)(10) and (b)(8) under this Section 5, the term “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an ex isting or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
Section 6. Format fo r Filings with the MSRB . Any report or filing with the MSRB pursuant to this Disclosure Agreement must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB.
Section 7. 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 n otice of such termination in the same manner as for a Listed Event under Section 5(a).
Section 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out is obligations under this Disclo sure 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 content of any notice or report prepared by the Issuer pursu ant to this Disclosure Agreement. If at any time there is not any other designated
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Dissemination Agent, the Trustee shall be the Dissemination Agent. The initial Dissemination Agent shall be Spicer Consulting Group , LLC. The Dissemination Agent may resi gn by providing thirty (30) days written notice to the Issuer and the Trustee.
Section 9. Amendment; Waiver . Notwithstanding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosure Agreement, and any provision of this Disclo sure Agreement may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver related to the provisi ons of Sections 3(a), 4, or 5 , it may only be made in connection with a change in circumstances that arises from a chan ge in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;
(b) The undertaking hereunder, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circu mstances; and
(c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognize d bond counsel, materially impair the interests of the Owners or Beneficial Owners of the Bonds.
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 s hall 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 related to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5, and (ii) the Annual Report for the year in which the change is made should 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 ba sis of the formed accounting principles.
Section 10. 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 inf ormation in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Agreement to update such information or include it in an y future Annual Report or notice of occurrence of a Listed Event.
Section 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Trustee at the written direction of any Participating Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Bonds, shall, or 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, but only to the extent funds have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges of the Trustee whatsoever, including, without limitation, fees and expenses of its attorney. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement shall be an action to compel performance.
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Section 12. 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 indemnify and s ave the Dissemination Agent and 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 an d expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or r emoval of the Dissemination Agent and payment of the Bonds.
Section 13. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows:
Issuer: Beaumont Public Improvement Authority
c/o City of Beaumont
550 E. 6th Street
Beaumont, CA 92223
Attention: City Manager
Dissemination Agent: Spicer Consulting Group, LLC
41880 Kalmia Street, Suite 145
Murrieta, California 92562
Attention: Shane Spicer
Email: [email protected]
Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notice or communications should be sent.
Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit o f the Issuer, the Trustee, the Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Section 15. Counterparts. This Disclosure Agreemen t 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.
Section 16. Governing Law . This Disclosure Agreement shall be construed and governed in accordance with the la ws of the State of California.
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
By:
Executive Director
SPICER CONSULTING GROUP, LLC , as Dissemination
Agent
By:
Authorized Officer
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EXHIBIT A
NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
Name of Bond Issue: $__________ BEAUMONT PUBLIC IMPROVEMENT AUTHORITY LOCAL AGENCY REVENUE BONDS, SERIES 2025B
Date of Issuance: _____, 2025
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 dated as of _____ 1, 2025, by and between the Issuer and Spicer Consulting Group, LLC, as diss emination agent. The Issuer anticipated that the Annual Report will be filed by _______________________________________.
Dated: [DISSEMINATION AGENT],
as Dissemination Agent on behalf of ISSUER
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APPENDIX G
DTC AND THE BOOK-ENTRY-ONLY SYSTEM
The information in this section concerning DTC and DTC’s book -entry only system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibili ty 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 t o the Authority which the Authority believes to be reliable, but the Authority and the Underwriters do not and cannot make any independent representations concerning these matters and do not take responsibility for the accuracy or completeness thereof. Ne ither the DTC, Direct Participants, Indirect Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.
The Depository Trust Company (“DTC”), New York, New York, 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 maturity, and will be deposited through the facilities of 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 ot her 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 in clude 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 com pany 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 su ch 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 . Such website is not incorporated herein by such reference.
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 transacti on, 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 book s of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive Bonds representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
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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 w ith 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 Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct P articipants 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 an d 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 regula tory 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 practi ce 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 Community Facilities Districts as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Dire ct 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 Community Facilities Districts or the Trustee, on payable date in acc ordance 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 District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, d istributions, 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 Community Facilities Districts or the Trustee, disbursement of such payments to Direct Partici pants 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 wit h 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 Community Facilities Districts 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.
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The Community Facilities Districts 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 p rinted and delivered to DTC.
$__________
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
BOND PURCHASE AGREEMENT
________, 2025
Beaumont Public Improvement Authority
550 East 6th Street
Beaumont, California 92223
City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) 550 East 6th Street
Beaumont, California 92223
Ladies and Gentlemen:
The undersigned, Stifel, Nicolaus & Company, Incorporated, as underwriter (th e “Underwriter”), offers to enter into this Bond Purchase Agreement (this “ Purchase Agreement”) with the Beaumont Public Improvement Authority (the “ Authority”) and the City of Beaumont Community Facilities District No. 2023 -1 (Fairway Canyon) (the “ District”), which Purchase Agreement will be binding upon the Authority, the District and the Underwriter upon the acceptance hereof by the Authority and the District. This offer is made subject to its acceptance by the Authority and the District, by execution of this Purchase Agreement and its delivery hereof to the Underwriter on or before 11:59 p.m., California time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the Authority and the District at any time prior to the acceptance hereof by the Authority and the District. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture of Trust, dated as of December 1, 2025 (the “ Indenture”), by and between the Authority and Zions Bancorporation, National Association, as trustee (the “Trustee”).
Each of the Authority and the District acknowledges and agrees that: (i) the purchase and sale of the Bonds (as defined below) pursuant to this Purchase Agreement is an arm’s -length commercial transaction among the Authority, the District, and the Underwriter; (ii) in connection with such transaction, the Underwriter is acting solely as a principal and not as an agent or a fiducia ry of the Authority or the District; (iii) the Underwriter has not assumed a fiduciary responsibility in favor of the Authority or the District with respect to: (A) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, o r any affiliate of the Underwriter, has advised or is currently advising the Authority or the District on other matters), or (B) any other obligation to the Authority or the District except the obligations expressly set forth in this Purchase Agreement; an d (iv) the Underwriter has financial interests that differ from those of the Authority and the District and the Authority and the District have consulted with their own legal and financial advisors to the extent they deemed appropriate in connection with t he offering of the Bonds. Nothing in the foregoing paragraph is intended to limit the Underwriter’s obligations of fair dealing under MSRB Rule G -17 of the Municipal Securities Rulemaking Board (the “MSRB”).
The Authority acknowledges that it has previousl y provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G -17 of the MSRB
2 and acknowledges that it has engaged Urban Futures, Inc. as its municipal advisor (as defined in Securities and Exchange Commis sion Rule 15Ba1) (the “ Municipal Advisor”) and will rely solely on the Municipal Advisor for financial advice with respect to the Bonds.
1. Purchase and Sale.
(a) Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreeme nts hereinafter set forth, the Underwriter hereby agrees to purchase from the Authority for offering to the public, and the Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of $__________ aggregate principal amount of the Beaumont Public Improvement Authority Local Agency Revenue Bonds , Series 2025B (the “Bonds”), at an aggregate purchase price of $ _______ (constituting the aggregate principal amount of the Bonds, plus a net original issue premium of $_______ and less an Underwriter’s discount of $ _______). The Bonds shall be dated the Closing Date (as defined herein) and shall have the maturities and bear interest at the rates per annum as set forth in Appendix A-1 attached hereto.
(b) Local Obligations . Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth:
(i) the Authority hereby agrees to purchase from the District and the District agrees to sell to the Authority all (but not less than all) of $ _______ aggregate principal amount of the City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (Improvement Area No. 1 ) 2025 Special Tax Bonds (the “Improvement Area No. 1 Special Tax Bonds”), at an aggregate purchase price of $________ (constituting the aggregate principal amount of the Improvement Area No. 1 Special Tax Bonds , plus a net original issue premium of $______ and less a purchase discount of $______), and
(ii) the Authority hereby agrees to purchase from the Di strict and the District agrees to sell to the Authority all (but not less than all) of $ ______ aggregate principal amount of the City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (Improvement Area No. 2 ) 2025 Special Tax Bonds (the “Improvement Area No. 2 Special Tax Bonds”), at an aggregate purchase price of $_______ (constituting the aggregate principal amount of the Improvement Area No. 2 Special Tax Bonds, plus an original issue premium of $______ and less a purchase discount of $_________),
The Improvement Area No. 1 Special Tax Bonds and the Improvement Area No. 2 Special Tax Bonds are collectively referred to herein as the “Local Obligations.” Each of the Local Obligations shall be dated the Clo sing Date and shall have the maturities and bear interest at the rates per annum as set forth in Appendices A -2 and A-3, respectively, attached hereto.
Payment for and delivery of the Bonds and the Local Obligations, and the other actions contemplated here by, shall take place on [Closing Date] , or such other date as may be agreed to between the Authority and the Underwriter (the “ Closing Date”). The agreement of the Underwriter
3 to purchase the Bonds is contingent upon the Authority purchasing from the Distr ict all of the Local Obligations and the Authority and the District satisfying all of their respective obligations hereunder.
2. Authorization and Purpose . The Authority was formed pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “ JPA Act ”), and is authorized pursuant to Article 4 of the JPA Act (the “Bond Law ”) to borrow money for the purpose of financing the acquisition of bonds, notes, and other obligations of the D istrict to provide financing or refinancing for public capital improvements of the District. The Bonds are being issued by the Authority to (i) acquire the Local Obligations; (ii) make a deposit to the Reserve Fund to satisfy the initial Reserve Requireme nt; and (iii) pay the costs of issuing the Bonds . The Bonds shall be substantially in the form described in and shall be issued and secured under the provisions of, the Indenture. The Bonds shall be described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all appendices attached thereto and such amendments or supplements thereto that shall be approved by the Underwriter and the Authority, is hereinafter called the “ Official Statement”). The Bonds shall be subject to redemption as described in the Indenture and the Official Statement.
The Local Obligations are being issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “ Act”), a resolution of the City Council of the City of Beaumont (the “ City Council”), acting as the legislative body of the District, adopted on November 4, 2025 (the “CFD Authorizing Resolution ”). The Improvement Area No. 1 Special Tax Bonds are being issued pursuant to an Indenture of Trust dated as of December 1, 2025 (the “ Improvement Area No. 1 Indenture”), by and between the District and Zions Bancorporation, National Association, as trustee (the “District Trustee ”) and t he Improvement Area No. 2 Special Tax Bonds are being issued pursuant to a Bond Indenture, dated as of December 1, 2025 (the “ Improvement Area No. 2 Indenture, and together with the Improvement Area No. 1 Indenture, the “ Local Obligation Bond Indentures” and each, a “ Local Obligation Bond Indenture”), by and between the District and the District Trustee.
Each of the Local Obligations are payable from the revenues generated by a special tax to be levied on the taxable real proper ty within the related Improvement Area (the “ Special Taxes ”) pursuant to the applicable rate and method of apportionment of such Improvement Area (together, the “RMAs”).
The Local Obligations are being issued to finance certain public facilities to be owne d and operated by the City of Beaumont (the “City”).
This Purchase Agreement, the Local Obligation Bond Indentures, and the Local Obligations are collectively referred to herein as the “CFD Documents.” This Purchase Agreement, the Indenture, the Bonds, and the Continuing Disclosure Agreement, dated as of the Closing Date (the “ Authority Continuing Disclosure Agreement ”), by and between the Authority and Spicer Consulting Group, LLC , as dissemination agent, are collectively referred to herein as the “Authority Documents.”
3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A-1 attached hereto and by this reference incorporated herein. Subsequent to the initial public offering, the Underwriter
4 reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 11 herein. The Bonds may be offered and s old to certain dealers at prices lower than such initial public offering prices.
4. Delivery of Official Statement . As soon as practicable, and no later than seven business days after its acceptance hereof, the Authority shall deliver to the Underwriter (i) one copy of the Official Statement, manually executed on behalf of the Authority by an authorized officer, and (ii) such reasonable number of certified or conformed copies of the Official Statement as the undersigned may request in order to comply with Rul e 15c2 -12 of the Securities and Exchange Commission (“Rule 15c2-12”), applicable Municipal Securities Rulemaking Board rules, and other regulatory requirements relating to the issuance and sale of the Bonds.
The Authority and the District hereby authorize the use of the Official Statement in connection with the public offering and sale of the Bonds. The Authority and the District also consent to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement of the Authority, dated [POS Date], relating to the Bonds (which, together with all appendices thereto, is herein called the “ Preliminary Official Statement”) in connection with the public offering of the Bonds. The Authority and the District, hereby ratify the use by the Unde rwriter of the Preliminary Official Statement, the Authority Documents, and any other documents or contracts to which the Authority or the District is a party, including this Purchase Agreement, and all information contained therein, and all other document s, certificates, and statements furnished by the Authority or the District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement, or in connection with the offer and sale of the Bonds by the Underwriter.
The Authority represents that it has deemed the Preliminary Official Statement to be “final” as of its date within the meaning of Rule 15c2 -12, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compens ation, aggregate principal amount, principal amount per maturity, redemption provisions, and delivery dates, ratings, and any other matters permitted to be omitted under Rule 15c2 -12, as evidenced by the execution by the Authority, of a certificate substan tially in the form of Appendix J hereto. The Authority shall supply or cause to be supplied to the Underwriter, within seven (7) business days of the date of this Purchase Agreement and in time to accompany any confirmation that requests payment from any customer, provided such business day is no later than one (1) business day prior to the Closing, the Official Statement in the designated electronic format in order to allow the Underwriter to comply with Rule 15c2-12 and the rules of the MSRB.
5. Authority Representations, Warranties, and Covenants . The Authority represents, warrants, and covenants to the Underwriter and the District that:
(a) Due Organization, Existence, and Authority of Authority . The Authority is a joint exercise of powers authority, duly o rganized and existing under the Constitution and laws of the State of California (the “ State”), including the JPA Act, with full right, power, and authority to (i) enter into the Authority Documents, (ii) adopt, on November 4, 2025, a resolution of authori zation (the “ Authority Resolution ”) authorizing the issuance of the Bonds and entry into the Authority Documents and the taking of all other actions on the part of the Authority relating thereto (the “ Authority Proceedings”), (iii) issue, sell, and deliver the Bonds to the Underwriter as provided herein, and (iv) carry out and consummate the transactions on its part contemplated by the Authority Documents, the Authority Resolution, and the Official Statement.
5 (b) Due Authorization and Approval of Authority . By all necessary official action of the Authority, the Authority has duly authorized and approved the execution and delivery by the Authority of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents, and h as approved the use by the Underwriter of the Preliminary Official Statement and the Official Statement and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified, or rescinded. When exec uted and delivered by the parties thereto, the Bonds and the other Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, except as enforce ment may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors’ rights generally. To the best of the Authority’s knowledge, the Authority has complied, and will at the Closing be in compliance in all respects, with the terms of the Authority Documents that are applicable to the Authority.
(c) Official Statement Accurate . The information in the Preliminary Official Statement (as of its date) and in the Official Statement (ex clusive of information with respect to DTC, the book -entry only system, the City, the District, the CFD Authorizing Resolution, the CFD Proceedings (as defined herein), the CFD Documents described therein, and the RMAs) is, and at all times subsequent to t he date of the Official Statement up to and including the Closing Date, with respect to the Official Statement, will be, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Prior to and upon delivery of the Bonds and up to and including 25 days after the End of the Underwriting Period (as defined in Section 5( d) below), the Official Statement will be amended and supplemented, at the expense of the Authority or the District, so as to contain no misstatement of any material fact or omission of any statement necessary to make the statements contained therein, in t he light of the circumstances in which such statements were made, not misleading. (d) Amendments and Supplements to Official Statement . Prior to and upon delivery of the Bonds and up to and including 25 days after the End of the Underwriting Period, the Autho rity will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale, or distribution of the Bonds. As used herein, the term “ End of the Underwriting Period ” means the later of such time as (i) the Bonds are delivered to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndica te, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the date of the Closing (as defined herein). Any notice delivered pursuant to this pr ovision shall be written notice delivered to the Authority, the City, and the District at or prior to the Closing, and shall specify a date (other than the date of Closing) to be deemed the “End of the Underwriting Period.”
6 (e) No Breach or Default . As of the time of acceptance hereof and as of the Closing, except as otherwise disclosed in the Official Statement, the Authority is not, and as of the time of the Closing the Authority will not be, in breach of or in default under any applicable constitutional pro vision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement, or other instrument to which the Authority is a party or is otherwise subject; and to the Authority’s knowledge, no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach , default, or event could have an adverse effect on the Authority’s ability to perform its obligations under the Bonds or the Authority Documents; and, as of such times, except as disclosed in the Official Statement, the authorization, execution, and deliv ery of the Bonds and the other Authority Documents and compliance by the Authority with the provisions of each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional pr ovision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement, or other instrument to which the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation, or instrument, except as may be provided by the Authority Documents.
(f) No Litigation. At the time of acceptance hereof there is and as of the Closing there will be no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, government agency, public board, or body (collectively and individually, an “Action”) pendin g (notice of which has been served on the Authority) or, to the best knowledge of the Authority, threatened, in which any such Action (i) in any way questions the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, (ii) affects, contests, or seeks to prohibit, restrain, or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of Revenues or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the Authority Documents or the consummation of the transactions on the part of the Authority contemplated thereby, (iii) contests the exclusion of the interest on the Bonds from federal or State inc ome taxation or contests the powers of the Authority that may result in any material adverse change relating to the financial condition of the Authority, or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official St atement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof there is and as of the Closing there will be no known basis for any action, suit, proceeding, inquiry, or investigation of the nature descri bed in clauses (i) through (iv) of this sentence.
(g) Further Cooperation: Blue Sky. The Authority will furnish such information, execute such instruments, and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order (i) to
7 qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds, provided; howev er, that the Authority will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. (h) Bonds Issued Per Indenture . The Bonds and the othe r Authority Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement.
The Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be va lidly issued and outstanding limited obligations of the Authority, entitled to the benefits of the Indenture. The Indenture creates a valid pledge of the moneys in certain funds and accounts established pursuant to the Indenture, subject in all cases to t he provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. (i) Consents and Approvals . All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings w ith any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters that are required by Closing for the due authorization of, which would constitute a condition precedent to or the absence of which would adver sely affect the due performance by the Authority of, its obligations in connection with the Authority Documents have been duly obtained or made and are in full force and effect.
(j) No Other Obligations. Between the date of this Purchase Agreement and the Closing Date, the Authority will not offer or issue any bonds, notes, or other obligations for borrowed money not previously disclosed to the Underwriter. (k) No Transfer Taxes. The issuance and sale of the Bonds is not subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof. (l) No Adverse IRS Listing . The Authority has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Authority is a bond issuer whose arbitrage certifications may not be relied upon. (m) Certificates. Any certificate signed by any authorized officer of the Authority and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the Authority to the Underwriter as to the statements made therein.
(n) Covenants and Cooperation. The Authority will faithfully perform and abide by all of its covenants and undertakings contained in the Authority Resolution and the Authority Documents, as the same may be amended from time to time, until such time as the Bonds have been paid in full or moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any.
8 (o) Tax-Exempt Status . The Authority shall not take or omit to take, as is appropriate, any action that would adversely affect the exclusion from gross income under federal tax law of the interest on the Bonds or that would cause the Bonds to become arbitrage bonds under Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder.
(p) Bond Proceeds . The Authority will apply the proceeds of the Bonds in accordance with the Indenture and as described in the Preliminary Official Statement and Official Statement.
(q) Continuing Disclosure . The Authority will undertake, pursuant to the Authority Continuing Disclosure Agreement, to provide annual reports and notices of certain events to certain information repositories. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. The Authority will promptly prepare and distribute, or cause t o be prepared and distributed, all documents or reports as required now or in the future to be prepared and distributed pursuant to the Authority Continuing Disclosure Agreement. Except as disclosed in the Preliminary Official Statement and the Official S tatement, in the past five years, the Authority has never failed to comply, in any material respects, with any continuing disclosure undertaking previously entered into pursuant to the provisions of Rule 15c2-12.
6. District Representations, Warranties, and C ovenants. The District represents, warrants, and covenants to the Authority and the Underwriter that:
(a) Due Organization, Existence, and Authority of the District . The District is a community facilities district duly organized and validly existing under th e Act. The District has, and at the Closing Date will have, the requisite legal right, power, and authority (i) to enter into the CFD Documents (ii) to adopt the CFD Authorizing Resolution, and to take all other actions on the part of the District relatin g thereto (collectively, the “ CFD Proceedings”), (iii) to levy the Special Taxes, and (iv) to carry out and consummate the transactions on its part contemplated by the CFD Documents, the CFD Authorizing Resolution and the Official Statement.
The Special Ta xes have been duly and lawfully authorized and may be levied under the Act and, pursuant to the Act, the Special Taxes constitute a valid and legally binding lien on the properties upon which they have been levied.
(b) Due Authorization and Approval of CFD Doc uments. By all necessary official action, the City Council has, as the legislative body of the District, duly authorized and approved the adoption or execution and delivery by the District of, and the performance by the District of the obligations contain ed in, the CFD Authorizing Resolution and the CFD Documents, and has approved the use by the Underwriter of the Preliminary Official Statement and the Official Statement and, as of the date hereof, such authorizations and approvals are in full force and ef fect and have not been amended, modified, or rescinded.
When executed and delivered by the parties thereto, the CFD Documents will constitute the legal, valid, and binding obligations of the District enforceable against the District in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors’ rights generally. The District has complied and will at the Closin g Date
9 be in compliance in all respects, with the terms of the CFD Authorizing Resolution and the CFD Documents.
(c) Official Statement Accurate. The information with respect to the District, the Improvement Areas, the Local Obligations, the CFD Authorizing R esolution, the Act, the RMAs, the CFD Proceedings, and the CFD Documents in the Preliminary Official Statement (as of its date) and in the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Clos ing Date will be, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) No Breach or Default . As of the time of acceptance hereof and as of the Closing Date, except as otherwise disclosed in the Official Statement, the District is not, nor will it be, in breach of or in default under any applicable constitutiona l provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement, or other instrument to which the District i s a party or is otherwise subject, and no event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default, or event could h ave an adverse effect on the ability of the District to perform its respective obligations under the CFD Authorizing Resolution or the CFD Documents and, as of such times, except as disclosed in the Official Statement, the authorization, execution, and delivery of the CFD Documents and compliance by the District with the provisions of each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law, or administ rative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement, or other instrument to which the District (or any of their resp ective officers) is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation, or instrument, except as may be provided by the CFD Authorizing Resolution or the CFD Documents.
(e) No Litigation. At the time of acceptance hereof and as o f the Closing Date, there is and will be no Action pending with respect to which the District has been served with process or, to the best knowledge of the District, threatened, in which any such Action (i) questions the creation, organization, existence, authority, or powers of the District or the titles of the officers of the City or the District to their respective offices, (ii) affects, contests, or seeks to prohibit, restrain, or enjoin the issuance, sale, or delivery of any of the Local Obligations, t he lien, the levy, or the collection of the Special Taxes, or the payment or collection of any amounts pledged or to be pledged to pay principal of, premium, if any, or interest on the Local Obligations, or in any way contests or affects the validity of th e CFD Authorizing Resolution, or the CFD Documents or the consummation of the transactions on the part of the City or the District contemplated thereby or by the Official Statement, or contests the exclusion of the interest on the Local Obligations from fe deral or state income taxation, (iii) may result in any material adverse change relating to the financial condition of the City, or (iv) contests the completeness or accuracy of the Preliminary Official Statement
10 or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circums tances under which they were made, not misleading; and as of the time of acceptance hereof and as of the Closing Date, to the knowledge of the officer of the District executing this Purchase Agreement , there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of this sentence. (f) Consents and Approvals . All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legisla tive body, board, agency, or commission having jurisdiction in the matters that are required by Closing Date that would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City or the District of it s obligations in connection with the CFD Authorizing Resolution or the CFD Documents have been duly obtained or made and are in full force and effect.
(g) No Other Obligations. Between the date of this Purchase Agreement and the Closing Date, the District wil l not offer or issue any bonds, notes, or other obligations for borrowed money not previously disclosed to the Underwriter. (h) No Transfer Taxes . The issuance and sale of the Local Obligations are not subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof.
(i) Certificates. Any certificate signed by any authorized officer of the District, and delivered to the Underwriter in connection with the issuance and sale of the Bonds or the Local Obligations shall be dee med to be a representation and covenant by the District to the Underwriter as to the statements made therein.
(j) Covenants and Cooperation. The District will faithfully perform and abide by all of its covenants and undertakings contained in the CFD Authorizi ng Resolution and the CFD Documents, as the same may be amended from time to time, until such time as the Local Obligations have been paid in full or moneys have been set aside in an amount sufficient to pay all then outstanding Local Obligations at maturi ty or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any. (k) Public Debt. Except as disclosed in the Official Statement, to the best of the District’s knowledge and without investigation of any kind, no other public debt secured by the Special Taxes or any other tax or assessment levied by the District on the land in the Improvement Areas is in the process of being authorized and no assessment districts or community facilities districts have been or are in the process of being formed by the City that include any portion of the land within the Improvement Areas. All outstanding debt and all authorized but unissued debt of the City that is applicable to the property within the Improvement Areas is accurately described in the Official Statement. (l) Tax-Exempt Status . The District shall not take or omit to take, as is appropriate, any action that would adversely affect the exclusion from gross income under federal tax law of the interest on the Local Obligations or that would cause the Local
11 Obligations to become arb itrage bonds under Section 148 of the Code and the regulations thereunder.
(m) Local Obligation Proceeds. The District will apply the proceeds of the Local Obligations in accordance with the Local Obligation Bond Indentures. (n) Continuing Disclosure. In the pas t five years, except as otherwise disclosed in the Official Statement, neither the City nor the District has ever failed to comply, in any material respects, with any continuing disclosure undertaking previously entered into pursuant to the provisions of Rule 15c2-12.
7. The Closing. At 10:00 a.m., California time, on the Closing Date, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Authority and the Underwriter, (i) the Authority will deliver the Bonds in definitive form through the facilities of DTC, and (ii) the District will deliver the closing documents hereinafter mentioned at the offices of Stradling Yocca Carlson & Rauth LLP (“Bond Counsel”), Newport Beach, California, or another place to be mutually agreed upon by the Authority and the Underwriter. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in federal funds payable to the order of the Authority or its designee. These paymen ts and deliveries, together with the delivery of the aforementioned documents, are herein called the “ Closing.” The Bonds will be delivered in such denominations and deposited in the account or accounts specified by the Underwriter pursuant to written not ice delivered not later than five business days prior to the Closing. The Bonds will be made available to the Underwriter for inspection and packaging not less than 72 hours prior to the Closing.
8. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and covenants herein and the performance by the Authority and the District of their respective obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter’s o bligations under this Purchase Agreement are and shall be subject to the following additional conditions:
(a) Bring-Down Representations . The representations and covenants of the Authority and the District contained herein shall be true and correct at the dat e hereof and at the time of the Closing, as if made on the Closing Date. (b) Executed Agreements and Performance Thereunder . At the time of the Closing, (i) the Authority Documents and the CFD Documents shall be in full force and effect and shall not have bee n amended, modified, or supplemented except with the written consent of the Underwriter, (ii) there shall be in full force and effect such resolutions, including the Authority Resolution and the CFD Authorizing Resolution (collectively, the “Resolutions”), as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions on the part of the Authority, the City, or the District contemplated by the Official Statement, the Authority Documents, and the CFD Documents, (iii) the Authority or the District shall perform or have performed their respective obligations required or specified in the Authority Documents or the CFD Documents, as applicable, to be performed at or prior to Closing, and (iv) the Official Statement shall not have been s upplemented or amended except as otherwise may have been agreed to in writing by the Underwriter.
12 (c) No Default. At the time of the Closing, no default shall have occurred or be existing under this Purchase Agreement, the Resolutions, the Authority Documents , or the CFD Documents, and none of the Authority and the District shall be in default in the payment of principal or interest on any of its bonded indebtedness which default shall adversely impact the ability of the Authority to make payment on the Bonds or the District to make payments on the Local Obligations.
(d) Closing Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section 9 below. (e) Termination Events. The Underwriter shall have the right t o terminate this Purchase Agreement, without liability therefor, by written notification to the Authority and the District if at any time at or prior to the Closing:
(i) Legislation shall be enacted by or introduced in the Congress of the United States or reco mmended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or favorably reported for passage to either House of the Congress by any committee of such House to w hich such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to alter, directly or indirectly, fede ral income taxation upon interest received on obligations of the general character of the Bonds, or the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, dire ctly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated herein; or
(ii) Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of com petent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of th e subject matter, to the effect that obligations of the general character of the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; or (iii) A general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maxim um ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of
13 determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or
(iv) The declaration of a g eneral banking moratorium by federal, New York or State authorities, or the general suspension of trading by the New York Stock Exchange, any national securities exchange, or any governmental authority securities exchange or a material disruption in securi ties settlement, payment or clearance services affecting the Bonds shall have occurred; or
(v) Establishment of any new restrictions in securities materially affecting the free market for securities of the same nature as the Bonds (including the imposition of any limitations on interest rates) or the charge to the net capital requirements of the Underwriter established by the New York Stock Exchange, the Securities and Exchange Commission, any other Federal or state agency or the Congress of the United States, or by Executive Order; or (vi) The occurrence of an adverse event in the affairs of the Authority which, in the opinion of the Underwriter, materially impairs the Underwriter’s ability to market the Bonds; or
(vii) Any amendment to the federal or California Constitut ion or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Authority, its property, income or securities (or interest thereon), or the Authority to issue the B onds and pledge the Revenues as contemplated by the Indenture and the Official Statement; or (viii) There shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or
(ix) There shall have occurred since the date of this Purchase Agreement any materially adverse change in the affairs or financial position, results of operations or condition, financial or otherwise, of the Authority, other than changes in the ordinary course of business or activity or in the normal operation of the Authority, except as described in the Official Statement; or
(x) Any event occu rring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or results in the Official Statement containing any untrue sta tement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (xi) Any proceeding shall have been comme nced or be threatened in writing by the SEC against the Authority or the suspension by the SEC of trading in the outstanding securities of the Authority; or
14 (xii) An Action shall have occurred as set forth in Section 5(f) and Section 6(e) which, in the reasonabl e professional judgment of the Underwriter, requires the preparation and publication of a supplement or amendment to the Official Statement.
9. Closing Documents . At or prior to the Closing, the Underwriter shall receive the following documents:
(a) Bond Counsel Opinions. With respect to the Bonds, an approving opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix E to the Official Statement (the “Approving Opinion”), and, with respect to each of the Local Obligations, an approving opinion of Bond Counsel, dated the Closing Date, substantially in the same form as the foregoing opinion, together with a letter or letters from such counsel, dated the Closing Date and addressed to the Underwriter and the Trustee, to the ef fect that such opinions addressed to the Authority or the District, as applicable, may be relied upon by the Underwriter and the Trustee to the same extent as if they were addressed to the Underwriter and the Trustee;
(b) Supplemental Opinion . One or more sup plemental opinions of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in form and substance acceptable to counsel for the Underwriter to the following effect:
(i) this Purchase Agreement and the Continuing Disclosure Agreement have been duly authorized, executed, and delivered by the Authority and constitute legal, valid, and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, except as enforcement thereof may be limited by ban kruptcy, insolvency, or other laws affecting enforcement of creditors’ rights, or by the application of equitable principles if equitable remedies are sought;
(ii) this Purchase Agreement has been duly authorized, executed, and delivered by the District, and constitutes a legal, valid, and binding obligation of the District, enforceable against the District, in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditor’s rights, or by the application of equitable principles if equitable remedies are sought;
(iii) the Bonds conform as to form and tenor to the descriptions thereof contained under the caption “THE BONDS” in the Official Statement, and the statements contained in the Official Statement under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” “LEGAL MATTERS – Tax Matters,” “APPENDIX B – SUMMARY OF PRINCIPAL DOCUMENTS,” and “APPENDIX E – FORM OF BOND COUNSEL OPINION,” insofar as such statements purport to summarize certain provisions of the Bonds, the Authority Documents, the Authority Resolution, the Authority Proceedings, the Local Obligations, the CFD Documen ts and the Approving Opinion are accurate in all material respects; and
(iv) none of the Bonds and the Local Obligations are subject to the registration requirements of the Securities Act of 1933, as amended, and the
15 Indenture is exempt from qualification pursu ant to the Trust Indenture Act of 1939, as amended;
(c) Opinion of Counsel to Authority. An opinion of City Attorney, as counsel to the Authority, dated the Closing Date and addressed to the Underwriter, the Trustee and the Authority, substantially in the form of Appendix B hereto; (d) Opinion of City Attorney. An opinion of the City Attorney, as counsel to the District, dated the Closing Date and addressed to the Underwriter, the Trustee and the Authority, substantially in the form of Appendix C hereto; (e) Opinion of Counsel to Trustee . One or more opinions of counsel to the Trustee, all dated the Closing Date and addressed to the Underwriter, substantially in the form of Appendix D hereto;
(f) Opinion of Counsel to Underwriter . An opinion of Kutak Rock LLP, Irvine, California, as counsel to the Underwriter (“ Underwriter’s Counsel ”), dated the Closing Date and addressed to the Underwriter, concerning such matters as the Underwriter may request;
(g) Certificates of Authority. (i) A certificate of the Authority, dated the d ate of the Preliminary Official Statement, signed by a duly authorized representative of the Authority, substantially in the form of Appendix J hereto; and (ii) a certificate of the Authority, dated the Closing Date, signed by a duly authorized representat ive of the Authority, substantially in the form of Appendix E hereto; (h) Certificate of District . A certificate of the District, dated the Closing Date, signed by a duly authorized representative of the District, substantially in the form of Appendix F hereto;
(i) Closing Certificate of the Trustee . A certificate of the Trustee, dated the Closing Date, substantially in the form of Appendix G hereto; (j) Closing Certificate of Special Tax Consultant . A certificate of Spicer Consulting Group, LLC , as Special Tax Cons ultant (the “ Special Tax Consultant ”), dated the Closing Date, substantially in the form of Appendix H hereto; (k) Closing Certificate of Municipal Advisor . A certificate of the Municipal Advisor, dated the Closing Date, substantially in the form of Appendix I hereto; (l) Negative Assurance Letter of Disclosure Counsel to Authority . A letter from Stradling Yocca Carlson & Rauth LLP , Newport Beach, California, as disclosure counsel to the Authority, dated the Closing Date and addressed to the Underwriter, in form and substance acceptable to counsel for the Underwriter to the effect that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the Authority, the District, the Special Tax Consultant and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Official Statement as of its date and as of the Closing Date contained or
16 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no view be expressed with respect to: (i) the expressions of opinion, the assumptions, the projections, estimates and forecasts, the charts, the financial statements or other financial, numerical, economic, demographic or statistical data, or assessed valuations contained in the Official Statement; (ii) any CUSIP numbers or information relating thereto; (iii) any information with respect to The Depository Trust Company and its book -entry system; (iv) any information contained in the appendices to the Official Statement; (v) any information incorporated by reference into the Official Statement; (vi) any information with respect to the underwriter or underwriting matters with respect to the Bonds, including but not limited to infor mation under the caption “MISCELLANEOUS - Underwriting”; and (vii) information under the caption “LEGAL MATTERS - Absence of Litigation”);
(m) CDIAC Statements. A copy of the filings made for the Bonds and each series of Local Obligations with the California Debt and Investment Advisory Commission in accordance with Sections 8855 and 53583, as applicable, of the California Government Code; (n) Tax Certificates . A tax certificate for the Bonds and, as applicable, each series of Local Obligations, dated the Closin g Date and prepared by Bond Counsel, executed by the Authority and the District and satisfactory to the Underwriter; (o) Authority and CFD Documents . Fully executed copies of each of the Authority Documents and the CFD Documents;
(p) Official Statement. One copy of the Official Statement manually executed on behalf of the Authority by an authorized officer, and such reasonable number of certified or conformed copies of the foregoing as the Underwriter may request in order to comply with Rule 15c2-12, applicable Municipal Securities Rulemaking Board rules, and other regulatory requirements relating to the issuance and sale of the Bonds; (q) Authority Resolutions. Copies certified by the Secretary of the Authority of each Resolution of the Authority relating to the Aut hority Documents, the transactions contemplated thereby, or the issuance of the Bonds and the Local Obligations; (r) District Resolutions. Copies certified by the City Clerk of the City of each Resolution of the City or the District relating to the CFD Docume nts, the transactions contemplated thereby, or the issuance of the Bonds and the Local Obligations; (s) Form 8038 -G. Evidence that the federal tax information form 8038 -G has been prepared by Bond Counsel for filing in connection with the Bonds and each series of Local Obligations;
(t) Appraiser Certificate . A certificate in form and substance as set forth in Appendix L hereto of Integra Realty Resources, Los Angeles, California, the appraiser of the property within the Improvement Areas, dated as of the Closing Date; (u) Developer Letter of Representations and Closing Certificate . A Letter of Representations of Meritage Homes of California, Inc., a California corporation (the
17 “Developer”) in connection with the printing of the Preliminary Official Statement dated the date of the Preliminary Official Statement, substantially in the form attached as part of Appendix M hereto or as such Letter of Representations may be modified with the approval of the Underwriter and Bond Counsel, and a Closing Certificate of the Developer dated the Closing Date, substantially in the form attached as part of Appendix N hereto; (v) Developer Counsel Op inion. An opinion or opinions of counsel to the Developer, dated the date of the Closing addressed to the Authority and the Underwriter, in form and substance acceptable to the Underwriter and Bond Counsel; and (w) Additional Documents . Such additional legal opinions, certificates, instruments, and other documents as the Underwriter or its counsel may reasonably deem necessary.
If the Authority or the District shall be unable to satisfy the conditions contained in this Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and none of the Underwriter, the Authority, or the District shall be under further obligation hereunder, except as further set forth in Section 10 hereof.
10. Costs and Expenses.
(a) The Underwriter shall be under no obligation to pay, and the Authority or the District shall pay or cause to be paid from any legally available funds, the following expenses incident to the issuance of the Bonds and performance of the obligations of the Au thority and the District hereunder: (i) the costs of the preparation and printing of the Bonds and the Local Obligations; (ii) the fees and disbursements of Bond Counsel and Disclosure Counsel; (iii) the cost of preparation, printing, and mailing of the Pr eliminary Official Statement and Official Statement and any supplements and amendments thereto, including a reasonable number of copies thereof for distribution by the Underwriter; and (v) the fees and disbursements of accountants, advisers, and any other experts or consultants retained by the Authority or the District, including the fees and expenses of Trustee and its counsels, the Municipal Advisor, the Special Tax Consultant and the Verification Agent. (b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the public offering of the Bonds; (ii) the CDIAC fee; (iii) the CUSIP Bureau fee; (iv) the fees and disbursements of Underwriter’s Counsel; and (v) all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds, except as noted in Section 10(a) above. Any m eals in connection with or adjacent to meetings, rating agency presentations, pricing activities or other transaction - related activities shall be considere d an expense of the transaction and included in the expense component of the Underwriter’s discount.
11. Issue Price.
A. The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority a t Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix K, with such modifications as may be appropriate or
18 necessary, in the reasonab le judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
B. Except as otherwise set forth in Appendix A-1 attached hereto, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “ 10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satis fied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of th is Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix A-1 attached hereto.
Appendix A-1 also sets forth, as of the date of this Purchase Agreement, the maturiti es, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale d ate as the issue price of that maturity (the “hold -the-offering-price rule”). So long as the hold -the-offering- price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any per son at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
a. the close of the fifth (5th) business day after the sale date; or b. the date on which the Unde rwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
19 (A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Und erwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hol d-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participati ng in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker -dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the-offering-price rule, if appli cable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Authority acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a s elling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to com ply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering- price rule, if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of t he Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
20 a. “public” means any person other than an underwriter or a related party; b. “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public); c. a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direc t ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and th e other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and d. sale date” means the date of execution of this Purchase Agreement by all parties.
12. Notices. Any notice or other communication to be given to the Authority, the City, or the District under this Purchase Agreement may be given by delivering the same in writing to such entities at 550 East 6 th Street, Beaumont, California 92223, Attention: Executive Director. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated 2121 Avenue of the Stars, Suite 2150, Los Angeles, California 90067, Attention: Public Finance Department.
13. Entire Agreement. This Agreement is made solely for the benefit of the Authority, the District, and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the represe ntations, warranties, and agreements of the Authority and the District contained in this Purchase Agreement shall remain operative and in full force and effect regardless of (i) any investigations made by or on behalf of the Underwriter, or (ii) delivery o f any payment for the Bonds pursuant to this Purchase Agreement. The agreements contained in this Section and in Section 1 4 shall survive any termination of this Purchase Agreement.
14. Survival of Representations and Warranties . All representations and warr anties of the parties made in, pursuant to, or in connection with this Purchase Agreement shall survive the execution and delivery of this Purchase Agreement, notwithstanding any investigation by the parties.
All statements contained in any certificate, i nstrument, or other writing delivered by a party to this Purchase Agreement or in connection with the transactions contemplated by this Purchase Agreement constitute representations and warranties by such party under this Purchase Agreement.
15. No Assignment. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriter, the Authority or the District without the prior written consent of the other parties hereto.
21 16. 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.
17. Governing Law . The validity, interpretation a nd performance of this Purchase Agreement shall be governed by the laws of the State of California.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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18. Counterparts. This Purchase Agreement may be executed by the parties he reto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
STIFEL, NICOLAUS & COMPANY, INCORPORATED
By: ___________________________________________
Authorized Representative
The foregoing is hereby agreed to and accepted as of the date first above written:
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
By: ___________________________________________
Authorized Officer
Time of Execution: _____________ p.m. California time
CITY OF BEAUMONT COMMUNITY FACILITIES
DISTRICT NO. 2023-1 (FAIRWAY CANYON)
By: ___________________________________________
Authorized Officer
Time of Execution: _____________ p.m. California time
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APPENDIX A-1
$__________
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-The-
Offering-
Price Rule
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
20__(T)
20__(T)
20__(T)
20__(T)
_________________
(T) Term Bond.
(C) Priced to optional call at [par] on September 1, 20__. * At the time of execution of this Purchase Agreement and assuming orders are confirmed immediately after the execution of this Purchase Agreement.
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APPENDIX A-2
City of Beaumont CFD No. 2023-1 (Fairway Canyon) (Improvement Area No. 1) 2025 Special Tax Bonds
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
________________
(C) Priced to optional call at [par] on September 1, 20__.
A-3
APPENDIX A-3
City of Beaumont CFD No. 2023-1 (Fairway Canyon) (Improvement Area No. 2) 2025 Special Tax Bonds
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
________________
(C) Priced to optional call at [par] on September 1, 20__.
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APPENDIX B
FORM OF OPINION OF COUNSEL TO AUTHORITY
[LETTERHEAD OF COUNSEL TO AUTHORITY]
[Closing Date]
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Zions Bancorporation, National Association
Costa Mesa, California
Beaumont Public Improvement Authority
Beaumont, California
Re: Beaumont Public Improvement Authority
Local Agency Revenue Bonds, Series 2025B
City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (Improvement Area No. 1) 2025 Special Tax Bonds
City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (Improvement Area No. 2) 2025 Special Tax Bonds
Ladies and Gentlemen:
We have acted as general counsel to the Beaumont Public Improvement Authority (the “Authority”) in connection with the issuance by the Authority of its Local Agency Revenue Bonds , Series 2025B (the “Bonds”). This opinion is provided pursuant to Section 9( c) of that certain Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”), by and among the Authority, City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (the “District”), and Stifel, Nicolaus & Company, Incorporated, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement.
1. The Authority is duly organized and validly existing as a joint powers authority under the laws of the State of California, with full legal power and authority to enter into the Authority Documents and to carry out the transactions contemplated under the Authority Documents.
2. The Authority Resolution was duly adopted at a meeting of the Board of Directors of the Authority, which meeting was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Authority Resolution is in full force and effect and has not been modified, amended, or rescinded as of the date hereof.
3. The Authority has full right and lawful authority to execute and deliver the Authority Documents and the Official Statement; the Authority Documents and the Official Statement have been duly authorized, executed, and deliver ed by the Authority and the Authority Documents are legal, valid, and binding obligations of the Authority, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization,
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moratorium, and other similar laws relating to or limiting creditors’ rights generally and by the principles of equity if equitable remedies are sought.
4. The execution and delivery of the Authority Documents and the Official Statement and compliance by the Authorit y with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any agreement or other instrument applicable to o r binding upon the Authority, or any existing law, regulation, court order, or consent decree to which the Authority is subject.
5. The Official Statement has been duly authorized by the Board of Directors of the Authority and executed on its behalf by an authorized officer of the Authority.
6. Except as stated in the Official Statement, there is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, or body pending with respect to which the Authority has been served with pro cess or, to our knowledge, threatened, wherein an unfavorable decision, ruling, or finding would: (a) affect the creation, organization, existence, or powers of the Authority, or the titles of its members and officers to their respective offices; (b) enjoi n or restrain the issuance, sale, and delivery of the Bonds, the collection of the Revenues or the pledge thereof; (c) in any way question or affect any of the rights, powers, duties, or obligations of the Authority with respect to the Revenues or the mone ys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any way question or affect any authority for the issuance of the Bonds or the validity or enforceability of the Bonds; or (e) in any way quest ion or affect the Authority Documents or the transactions contemplated by the Authority Documents, the Official Statement, or any activity regarding the Bonds.
Very truly yours,
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APPENDIX C
FORM OF OPINION OF CITY ATTORNEY
[LETTERHEAD OF CITY ATTORNEY]
[Closing Date]
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Zions Bancorporation, National Association
Costa Mesa, California
Beaumont Public Improvement Authority
Beaumont, California
Re: Beaumont Public Improvement Authority
Local Agency Revenue Bonds, Series 2025B
City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (Improvement Area No. 1) 2025 Special Tax Bonds
City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (Improvement Area No. 2) 2025 Special Tax Bonds
Ladies and Gentlemen:
I am City Attorney for the City of Beaumont, California (the “City”) and have acted in such capacity on behalf of City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (the “District”) in connection with (i) the issuance by the Beaumont Public Improvement Authority (the “Authority”) of its Local Agency Revenue Bonds , Series 2025B , and (ii) the issuance by the District of its 2025 Special Tax Bonds captioned above (collectively, the “Local Obligations”). This opinion is provided pursuant to Section 9( d) of that certain Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”), by and among the Authority, the District, and Stifel, Nic olaus & Company, Incorporated, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
1. The District is duly organized and validly existing as a community facilities district under and by virtue of the laws of the State of California, with full legal power and authority to enter into the CFD Documents and to carry out the transactions contemplated under the CFD Documents.
2. The resolutions adopted by the City Council of the City (the “City Council”), acting as the legislative body of the District, approving the execution and delivery of the Local Obligations and the CFD Documents, were duly adopted at meetings of the City Council, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; and such resolutions are in full force and effect and have not been modified, amended, or rescinded as of the date hereof.
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3. The Special Tax levied by District for each Improvement Area constitutes a valid and legally binding lien on the properties upon which it has been levied.
4. The District has full right and lawful authority to execute and deliver the CFD Documents; the CFD Documents have been duly authorized, executed, and delivered by the District and the CFD Documents are legal, valid, and binding obligations of the District, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or limiting creditors’ rights generally and by the principles of equity if equitable remedies are sought.
5. The execution and delivery of the CFD Documents and compliance by the District with the provisions thereof, under the circumstances contemplated thereby, does not and will not in any material respect conflict with or constitute on the part of t he District a breach of or default under any agreement or other instrument applicable to or binding upon the District, or any existing law, regulation, court order, or consent decree to which the District is subject.
6. Except as stated in the Official Statement, there is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, or body pending with respect to which the District has been served with process or, to my knowledge, threatened, wherein an unfavorable decision, ruling, or finding would: (a) affect the creation, organization, existence, or powers of the District, or the titles of their respective officers or the City Council members to their respective offices; (b) enjoin or restrain the issuance, sale, and delivery of the Local Obligations, the lien, the levy, and the collection of the Special Taxes, or the pledge thereof; (c) in any way question or affect any of the rights, powers, duties, or obligations of the District with respect to the Special Taxes or the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Local Obligations; (d) in any way question or affect any authority for the issuance of the Local Obligations, the validity or enforceability of the Local Obl igations, or the CFD Documents; or (e) in any way question or affect the transactions contemplated by the CFD Documents or the Official Statement.
Respectfully submitted,
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APPENDIX D
FORM OF OPINION OF COUNSEL TO THE TRUSTEE
[LETTERHEAD OF TRUSTEE’S COUNSEL]
[Closing Date]
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Beaumont Public Improvement Authority
Beaumont, California
Re: Beaumont Public Improvement Authority
Local Agency Revenue Bonds, Series 2025B
Ladies and Gentlemen:
I am a counsel to Zions Bancorporation, National Association (“Zions”) and I am delivering this opinion in connection with the execution and delivery of that certain (i) Indenture of Trust dated as of December 1, 2025 (the “Indenture”) , by and between the Beaumont Public Improvement Authority and Zions, as trustee, and (ii) the Local Obligation Indentures (as defined in the Indenture).
The Indenture and the Local Obligation Indentures are collectively referred to herei n as the “Agreements.” All capitalized terms used herein not otherwise defined shall be as defined in the Agreements.
In rendering the opinions set forth below, I have examined the originals, or copies certified to my satisfaction, of such agreements (inc luding, without limitation, the Agreements), certificates and other statements of government officials and corporate officers of Zions, documents and other papers as I deemed relevant and necessary as a basis for such opinion and have relied as to factual matters on representations, warranties and other statements therein. With respect to parties other than Zions, in such examination, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to me as copies. In my examination of documents (including, without limitation, the Agreements) executed by parties other than Zions, I have also assumed that, if the opinions set forth in paragraphs (1) through (4) below referred to such parties and such documents, such opinions would be true and correct with respect to such parties and such documents.
The opinions expressed herein are limited to the laws of the State of California and the Federal law of the United States, and I do not express any opinion herein concerning any other law.
Based upon the foregoing, I am of the opinion that:
(1) Zions is a national banking association duly organized and validly exist ing under the laws of the jurisdiction of its organization and has the corporate power to execute and deliver the Agreements and any other documentation relating to the Agreements, and to perform its obligations under the Agreements.
D-2
(2) The execution and delivery by Zions of the Agreements and any other documentation relating to the Agreements, and its performance of its obligations under the Agreements, have been and are as of the date hereof duly authorized by all necessary corporate action. (3) No approval, authorization or other action by, or filing with, any governmental body or regulatory authority (which has not been obtained) is required in connection with the due execution, delivery and performance by Zions of the Agreements. (4) The Agreements have been duly executed and delivered and constitute the valid and legally binding obligations of Zions enforceable against it in accordance with their terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought as a proceeding in equity or at law).
Respectfully submitted,
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APPENDIX E
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
CLOSING CERTIFICATE OF AUTHORITY
The undersigned, __________, Executive Director of the Beaumont Public Improvement Authority (the “Authority”), here by certifies the following in connection with the issuance and sale of the Bonds and the Local Obligations:
1. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”), by and among the Authority, City of Beaumont Community Facilities Distri ct No. 2023-1 (Fairway Canyon) (the “District”), and Stifel, Nicolaus & Company, Incorporated, as underwriter for the Bonds.
2. The representations and warranties of the Authority contained in the Purchase Agreement are true and correct in all material respec ts on and as of the Closing Date as if made on the Closing Date.
3. The Authority Proceedings are in full force and effect and have not been amended, modified, or supplemented.
4. The Authority has complied with all agreements and covenants, and satisfied all conditions, on its part to be complied with or satisfied under the Purchase Agreement at or prior to the Closing.
5. Nothing has come to the attention of the Authority that would lead it to believe that the information in the Official Statement (exclusive of in formation with respect to DTC, the book - entry only system, the City, the District, the CFD Authorizing Resolution, the CFD Proceedings, the Prior BFA Bonds , the Local Obligations, the RMAs, and the Local Obligation Bond Indentures) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstance under which they were made, not misleading.
6. No authorization, approval, consent, or other order of any governmental entit y or regulatory authority having jurisdiction over the activities of the Authority that has not been obtained is or will be required for the valid authorization, execution, and delivery of the Authority Documents or the issuance of the Bonds by the Authori ty or the performance by the Authority of its obligations under the Authority Documents.
Dated: [Closing Date] BEAUMONT PUBLIC IMPROVEMENT
AUTHORITY
By:_______________________________
F-1
APPENDIX F
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
CLOSING CERTIFICATE OF THE DISTRICT
The undersigned, on behalf of the City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (the “District”), hereby makes the following certifications pursuant to Section 9( h) of the Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”), by and among Beaumont Public Improvement Authority, the District, and Stifel, Nicolaus & Comp any, Incorporated, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
1. I am a duly authorized officer of the District and as such I am familiar with the facts herein certified and authorized and qualified to certify the same.
2. The representations and warranties of the District contained in the Purchase Agreemen t are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date.
3. The District has complied with all agreements and covenants, and satisfied all conditions, on its part to be complied with or satisfied under the Purchase Agreement at or prior to the Closing.
4. The CFD Proceedings are in full force and effect and have not been amended, modified, or supplemented.
5. The District has complied with all agreements and covenants, and satisfied all conditions, on its part to be complied with or satisfied under the Purchase Agreement at or prior to the Closing.
6. With respect to the discussion in the Official Statement, insofar as such discussion purports to summarize information concerning the City, the District, the Improvement Areas, the Act, the Local Obligations, the CFD Proceedings, the CFD Authorizing Resolution, and the CFD Documents, nothing has come to the attention of the District that would leave it to believe that such discussion contains any untrue statement of a mat erial fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
7. No authorization, approval, consent, or other order of any governmental entity or regulatory authority having jurisdiction over the activities of the City or the District that has not been obtained is or will be required for the valid authorization, execution, and delivery of the CFD Documents by the District, the issuance of the Local Obligatio ns, or the performance by the District, of its respective obligations under the CFD Documents.
Dated: [Closing Date] City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon)
By: ______________________________________
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APPENDIX G
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
CLOSING CERTIFICATE OF
ZIONS BANCORPORATIONT, NATIONAL ASSOCIATION
The undersigned, on behalf of and Zions Bancorporation, National Association (“Zions”), as Trustee under the Indenture and the Local Obligation Bond Indentures, hereby makes the following certifications pursuant to Section 9( i) of the Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”), by and among the Authority, the District, and Stifel, Nicolaus & Company, Incorporated, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
1. I am a duly authorized officer of Zions and as such I am familiar with the facts herein certified and authorized and qualified to certify the same.
2. Zions has been duly organized and is validly existing and in good standing as a national banking association under the laws of the United States, with full corporate power to undertake its obligations under each of the Indenture and the Local Obligation Bond Indentures (collectively, the “Agreements”).
3. Zions has duly authorized, executed, and delivered each of the Agreements and by all proper corporate action has authorized the acceptance of its respective obligations thereunder.
4. The Bonds have been validly authenticated and delivered by Zions in accordance with the terms of the Indenture, and each series of the Local Obligations have been validly authenticated and delivered by Zions in accordance with the terms of the respective Local Obligation Bond Indentures.
5. Pursuant to the Indenture, Zions will apply the proceeds fro m the Bonds to the purposes specified in the Indenture.
6. Pursuant to the respective Local Obligation Bond Indentures, Zions will apply the proceeds from the Local Obligations to the purposes specified in the respective Local Obligation Bond Indentures.
7. No a uthorization, approval, consent, or other order of any governmental entity or regulatory authority having jurisdiction over the banking and trust activities of Zions that has not been obtained is or will be required for the valid authorization, execution, and delivery of the Agreements by Zions or the performance by Zions of its obligations under the Agreements.
8. To Zions’s knowledge, the execution and delivery by Zions of the Agreements, and compliance with the respective provisions thereof, will not confli ct with or constitute a breach of or default under, Zions’s duties or obligations under any law, administrative regulation, court decree, resolution, articles of association, bylaws, material agreement, or material instrument applicable to or binding upon Zions.
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9. Zions is duly authorized to accept the obligations created by the Agreements and to authenticate the Bonds pursuant to the terms of the Indenture and each series of the Local Obligations pursuant to the terms of the respective Local Obligation Bond Indentures, and Zions has authenticated and delivered the Bonds in accordance with the terms of the Indenture and the Local Obligations in accordance with the terms of the respective Local Obligation Bond Indentures.
Dated: [Closing Date] ZIONS BANCORPORA TION, NATIONAL
ASSOCIATION, as trustee and fiscal agent
By: ______________________________
Authorized Signatory
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APPENDIX H
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
CLOSING CERTIFICATE OF SPECIAL TAX CONSULTANT
The undersigned, on behalf of Spicer Consulting Group, LLC (the “Special Tax Consultant”), hereby makes the following certifications pursuant to Section 9( j) of the Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”) , by and among the Beaumont Public Improvement Authority, City of Beaumont Community Facilities District No. 2023 -1 (Fairway Canyon) (the “District”), and Stifel, Nicolaus & Company, Incorporated, as underwriter. Capitalized terms used herein and not othe rwise defined shall have the meanings ascribed to them in the Purchase Agreement or the Official Statement related to the above-captioned bonds (the “Bonds”).
1. The undersigned is an authorized representative of the Special Tax Consultant and as such is familiar with the facts herein certified and is authorized and qualified to certify the same.
2. The Special Tax Consultant assisted the District in th e administration of the RMAs, each as set forth in Appendix A to the Official Statement for the Bonds.
3. If the Improvement Area No. 1 Special Tax is levied and collected against the property within Improvement Area No. 1 in accordance with the Improvement Area No. 1 Rate and Method of Apportionment, such Improvement Area No. 1 Special Tax will annually yield sufficient revenue to make timely payments of the principal of and interest on the Improvement Area No. 1 Special Tax Bonds and to pay annual administra tive expenses of the District related to the levy and collection of the Improvement Area No. 1 Special Tax.
4. If the Improvement Area No. 2 Special Tax is levied and collected against the property within Improvement Area No. 2 in accordance with the Improvement Area No. 2 Rate and Method of Apportionment, such Improvement Area No. 2 Special Tax will annually yield sufficient revenue to make timely payments of the principal of and interest on the Improvement Area No. 2 Special Tax Bonds and to pay annu al administrative expenses of the District related to the levy and collection of the Improvement Area No. 2 Special Tax.
5. All information supplied by the Special Tax Consultant for use in the Official Statement, including without limitation, the information in the sections of t he Official Statement entitled “IMPROVEMENT AREA NO. 1,” “IMPROVEMENT AREA NO. 2, ” and Appendix A, is true and correct in all material respects, and, as of the date of the Official Statement and as of the date hereof, the information contained in the Official Statement relating to the District, the Special Taxes, the RMAs, and any other data or information provided by the Special Tax Consultant and included in the Official Statement, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Dated: [Closing Date] SPICER CONSULTING GROUP, LLC
By: ______________________________
Authorized Signatory
I-1
APPENDIX I
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
CLOSING CERTIFICATE OF MUNICIPAL ADVISOR
The undersigned, on behalf of Urban Futures, Inc. (the “Municipal Advisor”), hereby makes the following certifications pursuant to Section 9( k) the Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”), by and among the Beaumont Public Improvement Authority, the City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (the “District”), and Stifel, Nicolaus & Company, Incorporated, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
1. The undersigned is an authorized officer of the Municipal Advisor, which acted as municipal advisor to the Authority and the City in connection with the issuance and sale of the Bonds and the Local Obligations, and as such is familiar with the facts herein certified and authorized and qualified to certify the same.
2. To the best of my knowledge, the Official Statement for the Bonds does not contain any untrue statement of a material fac t or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Dated: [Closing Date] URBAN FUTURES, INC.
By: _____________________________
Authorized Signatory
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APPENDIX J
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
CERTIFICATE OF AUTHORITY REGARDING
PRELIMINARY OFFICIAL STATEMENT
The undersigned hereby certifies and represents that he/she is the _______ of the Beaumont Public Improvement Authority (the “Authority”), and as such is duly authorized to execute and deliver this Certificate and further certifies and reconfirms on behalf of the Authority as follows:
1. This Certificate is delivered in connection with the offering and sale of the Beaumont Public Improvement Authority Local Agency Revenue Bonds , Series 2025B (the “Bonds”), in order to enable t he underwriter of the Bonds to comply with Rule 15c2 -12, promulgated under the Securities Exchange Act of 1934 (the “Rule 15c2-12”).
2. In connection with the offering and sale of the Bonds there has been prepared a Preliminary Official Statement, dated [POS Date], setting forth information concerning the Authority, the Bonds, City of Beaumont Community Facilities District No. 2023 -1 (Fairway Canyon), and other matters (the “Preliminary Official Statement”).
3. As used herein, “Permitted Omissions” shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, redemption provisions, delivery dates, ratings, and other terms of the Bonds depending on such matters, all with respect to the Bonds, and any other matters permitted under Rule 15c2-12.
4. The Preliminary Official Statement is, except for the Permitted Omissions, deemed final as of its date within the meaning of Rule 15c2-12.
Dated: [POS Date] BEAUMONT PUBLIC IMPROVEMENT
AUTHORITY
By: _______________________________
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APPENDIX K
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, Stifel, Nicolaus & Company, Incorporated (“Stifel”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
1. Sale of the Bonds . As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.
2. Defined Terms.
(a) Issuer means Beaumont Public Improvement Authority. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(c) Public means any person (including an individual, t rust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling grou p or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpret ation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth LLP in connection with rendering its opinion that the inte rest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
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STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Name:
By:
Name:
Dated: [Closing Date]
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SCHEDULE A
SALE PRICES
[BOND PRICING TO BE ATTACHED]
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APPENDIX L
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
CERTIFICATE OF APPRAISER
The undersigned hereby states and certifies:
1. That he or she is an authorized principal of Integra Realty Resources, Los Angeles, California (the “Appraiser”) and as such is familiar with the facts herein certified and is authorized and qualified to certify the same.
2. That the Appraiser has prepared an appraisal report dated September 29, 2025, with an appraisal date of value of September 5, 2025 (the “Appraisal Report”), on behalf of Improvement Area No. 1 and Improvement Area No. 2 (together, the “Improvement Area s”) of the City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) (the “Community Facilities District”) and in connection with the Official Statement date d [BPA Date] (“Official Statement”), concerning the above-captioned bonds (the “Bonds”).
3. That the Appraiser hereby consents to the reproduction and use of the Appraisal Report appended to the Preliminary Official Statement and the Official Statement. T he Appraiser also consents to the references to the Appraiser and the Appraisal made in the Preliminary Official Statement and the Official Statement.
4. In the opinion of the Appraiser the assumptions made in the Appraisal Report are reasonable.
5. That the Official Statement has been reviewed on behalf of the Appraiser and to the best knowledge of the Appraiser the statements concerning the Appraisal Report and the value of the property contained under the captions “INTRODUCTION – Appraisal Report,” “IMPR OVEMENT AREA NO. 1 – Property Values and the Appraisal Report,” “IMPROVEMENT AREA NO. 2 – Property Values and the Appraisal Report,” and “APPENDIX C – APPRAISAL REPORT” are true, correct and complete in all material respects and do not contain any untrue s tatement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
6. Each of the parcels appraised by the Appraiser is encompassed w ithin the Improvement Area s of the Community Facilities District as set forth in the boundary map of the Improvement Areas of the Community Facilities District.
7. That, as of the date of the Official Statement and as of the date hereof, the Appraisal Report appended to the Official Statement, to the best of my knowledge and belief, and subject to all of the Limiting Conditions and Major Assumptions set forth in the Appraisal Report, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and no events or occurrences have been ascertained by us or have come to our
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attention that would sub stantially change the estimated values stated in the Appraisal Report.
However, we have not performed any procedures since the date of the Appraisal Report to obtain knowledge of such events or occurrences nor are we obligated to do so in the future.
8. The Authority and Stifel, Nicolaus & Company, Incorporated, as underwriter, are entitled to rely on the Certificate.
Dated: [Closing Date]
INTEGRA REALTY RESOURCES
By:
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APPENDIX M
BEAUMONT PUBLIC IMPROVEMENT AUTHORITY
LOCAL AGENCY REVENUE BONDS, SERIES 2025B
LETTER OF REPRESENTATIONS — MERITAGE HOMES OF CALIFORNIA, INC. [POS Date]
Beaumont Public Improvement Authority
Beaumont, California
City of Beaumont Community Facilities District No. 2023-1 (Fairway Canyon) Beaumont, California
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Ladies and Gentlemen:
Reference is made to the Beaumont Public Improvement Authority Local Agency Revenue Bonds, Series 2025B (the “ Bonds”) and to the Bond Purchase Agreement to be entered into in connection therewith (the “ Bond Purchase Agreement ”). This Letter of Representations (the “Letter of Representations”) is delivered pursuant to and in satisfaction of Section 9(u) of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Bond Purchase Agreement with respect to the Bonds among Stifel, Nicolaus & Company, Incorporated , as underwriter (the “ Underwriter”), the Beaumont Public Improvement Authority (the “ Authority”) and City of Beaumont Community Facilities District No. 2023 -1 (Fairway Canyon) (the “Community Facilities District”).
The undersigned certifies and represents that he or she is duly aut horized on behalf of Meritage Homes of California, Inc., a California corporation (the “ Developer”), to execute and deliver this Letter of Representations in connection with the issuance, sale and delivery by the Authority of the Bonds.
As used in this Le tter of Representations, the phrase “ Actual Knowledge of the Undersigned” means the knowledge that the undersigned currently has as of the date hereof or has obtained through (i) interviews with such current officers and responsible employees of the Developer and its Relevant Entities (as defined below) as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Letter of Representations, and (ii) reviews of d ocuments reasonably available to the undersigned and which the undersigned has reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Letter of Representations. The undersigned has not conducted any extraordin ary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer’s current business and operations. The undersigned has not contacted any individuals who are no longer employed by or associated with the Developer.
As used in this Letter of Representations, the term “ Relevant Entity” means with respect to the Developer any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom
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information could be material to potential investors in their investment decision regarding the Bonds (including without limitation information relevant to the proposed deve lopment of the Property (defined below), or to the Developer’s ability to pay the Special Taxes on the Property (to the extent the responsibility of the Developer as owner of such Property. “ Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “ controlling,” “controlled by,” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Developer, whether through the ownership of voting securities, by contract, or otherwise.
As used in this Letter of Representations, the term “ Property” means the property currently owned by the Developer within Improvement Area No. 2 (the “ Improvement Area ”) of the Community Facilities District, as further described in the Preliminary Official Statement.
The undersigned certifies that he or she is familiar with the facts set forth in this Letter of Representations, and further hereby certifies to the Actual Knowledge of the Undersigned as follows on behalf of the Developer:
(1) The Developer has been duly o rganized and validly exists in good standing under the laws of the State of California and has all requisite corporate right, power and authority:
(i) to execute and deliver this Letter of Representations; (ii) to acquire, own, develop and sell the Proper ty, as described in the Preliminary Official Statement; and
(iii) to carry on its business as described in the Preliminary Official Statement.
(2) To the Actual Knowledge of the Undersigned, neither the Developer nor any of its Relevant Entities is curren tly in material default on any loans, lines of credit, credit agreements, or other material contractual or financial obligations, or in breach of any applicable law, regulation, judgment or decree, and no event has occurred and is continuing that would constitute such a default or breach, the result of which could materially adversely affect the ability of the Developer:
(i) to acquire, own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) to pay Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency, or
(iii) to carry on its business as described in the Preliminary Official Statement (3) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Developer has not assumed any obligations under any loans, lines of credit, credit agreements, or other material contractual or financial arrangements, or any applicable judgment or decree, which could materially adversely affect the ability of the Developer:
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(i) to acquire, own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) to pay Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency, or
(iii) to carry on its business as described in the Preliminary Official Statement (4) Except as described in the Preliminary Official Statement, the Developer has no loans outstanding and unpaid and no lines of credit that are secured by the Property.
(5) The Developer has been developing or has been involved in the development of numerous projects over an extended period of time. It is likely that the Developer has been delinquent at one time or another in the payment of ad valorem property taxes, special assessments or special taxes. However, except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, neither the Developer nor any of its Relevant Entities is currently in default in, or, in the last five years, d uring the period of its ownership, has ever defaulted to any material extent in, the payment of special taxes or assessments in connection with the Community Facilities District or any other community facilities districts or assessment districts in Califor nia that caused a draw on a reserve fund relating to such community facilities district or assessment district, or that was not cured prior to the institution of any enforcement action with a court of law. (6) Except as described below or as otherwise dis closed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, there is no litigation, inquiry, investigation or administrative proceeding, before or by any court, regulatory agency, public board or body pending against the Devel oper (with service of process to the Developer having been accomplished), or to the Actual Knowledge of the Undersigned, overtly threatened in writing against the Developer, or to the Actual Knowledge of the Undersigned, pending or overtly threatened in wr iting against any Relevant Entity of the Developer, in each case which, if successful, could reasonably be expected to:
(i) materially adversely affect the ability of the Developer to acquire, own, develop and sell the Property, as described in the Preliminary Official Statement, (ii) materially adversely affect the ability of the Developer to pay Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency,
(iii) materially adversely affect the ability of the Dev eloper to carry on its business as described in the Preliminary Official Statement, or (iv) restrain or enjoin collection of Special Taxes or other sums to be pledged to pay the principal of and interest on the Bonds.
(7) Except as described below or as otherwise disclosed in the Preliminary Official Statement:
(i) the Developer and, to the Actual Knowledge of the Undersigned, its Relevant Entities, are able to pay their respective bills as they become due;