HomeMy WebLinkAbout2007/03/06 Item 3
CITY COUNCIL
AGENDA STATEMENT
~\'f::.. CIIT OF
-lftj CHULA VISTA
ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
03/06/07 Item-L
REPORT ON THE APPLICATION FOR THE
FORMATION OF COMMUNITY FACILITIES
DISTRICT NO. 141 (OT A Y RANCH VILLAGE TWO)
RESOLUTION APPROVING THE INITIATION OF
PROCEEDINGS TO CONSIDER THE FORMATION OF
COMMUNITY FACILITIES DISTRICT NO. 141 (OTAY
RANCH VILLAGE TWO) FOR THE OTAY PROJECT
L.P. AND APPROVING THE FORM OF A
REIMBURSEMENT AGREEMENT.
CITY ENGINEER c:::;:. ,.--- ~
INTERIM CITY MANAGER ,I
4/5THS VOTE: YES
NO X
BACKGROUND
In compliance with Council Policy, Otay Project, L.P. ("Otay"), has submitted an
application for establishing Community Facilities District No. 141 (Otay Ranch Village
Two) ("CFD 141") to fund the acquisition or construction of certain public improvements
serving the City of Chula Vista and development improvements serving the Otay Project,
L.P. properties within Village Two of the Otay Ranch in the amount of approximately
$127 million. This amount may change as a result of detailed analyses to be performed
during district formation. Staff has reviewed the Application and determined that the
financial information provided is preliminary and general in nature and that a complete
analysis on the financial feasibility of the project cannot be made at this time. Staff
believes that adequate information and analysis will be generated during district
formation and prior to the issuance of bonds for evaluating the developer's financial
ability to bring the project to completion in compliance with City's criteria. Therefore,
staff is recommending that Council accept the report and initiate the formal proceedings
for the proposed CFD 141.
Tonight, Council will consider authorizing the initiation of the formation proceedings for
this CFD 141 and providing direction to City staff to proceed with the formation
requirements, boundaries and other pertinent elements.
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ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for
compliance with the California Environmental Quality Act (CEQA) and has determined
that the activity is not a "Project" as defined under Section 15378 of the State CEQA
Guidelines because the creation of government funding mechanism is not considered a
project; therefore, pursuant to Section l5060(c)(3) of the State CEQA Guidelines the
activity is not subject to CEQA. Thus, no environmental review is necessary.
RECOMMENDATION
It is recommended that Council:
1) Accept the report on the Application for the formation ofCFD 141; and
2) Adopt the resolution initiating proceedings for the formation of CFD14I and
approving the form of a Community Facilities District Reimbursement
Agreement.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
The "Mello-Roos Community Facilities Act of 1982" (the "Mello-Roos Act") allows for
the creation of Community Facilities Districts (CFD) and the issuance of bonds to
provide for financing the construction and/or acquisition of public facilities needed for
the City or development. In addition, a CFD may also finance a broad range of services,
including fue, flood control maintenance, landscaping, library, open-space facilities,
parks, parkways, recreational services and school facilities maintenance. Any public
facilities, which the City may own, operate or contribute money to, and which have a
useful life of five or more years, are eligible to be financed through a CFD. Debt service
on the bonds issued to finance such improvements are secured through the imposition of
a Special Tax (explicitly not ad valorem) on properties solely within the CFD. The
special tax is collected with the property taxes. There is no direct cost to the City.
Expenses related to the ongoing CFD administration (including levying and collecting the
special taxes) are also to be funded from the proceeds of the special taxes levied by the
CFD. The ultimate security behind the bonds would be the properties located within the
CFD, not the City's General Fund or its ability to tax other property within its
jurisdiction.
Council has previously approved agreements with the financing team to be utilized in the
processing of this type of Community Facilities District. Agreements are with the
professional consulting teams of McGill Martin Self, Inc. (Special Tax Consultant and
Project Management), Best Best & Krieger LLP (Bond Counsel), Stone & Youngberg
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LLC (Underwriters) and Fieldman, Rolapp, & Associates (Financial Advisor) to provide
services to the City related to infrastructure financing. In addition, Council has approved
Bruce Hull & Associates (Appraiser) and The Sullivan Group (Market Absorption) as
support to the financing team.
The selection of the consultant team and their proposed fees are comparable to those
charged for existing financing districts and will have no direct impact on the General
Fund or the City, but will be funded by the developer and/or property owners in
proportion to the relative benefits received from the improvements being financed. The
agreements are substantially in the form of the City's standard two-party agreement and
have been reviewed and approved by the City Attorney as to form.
Approval of the accompanying resolution will start the formation process and set in
motion the required steps and schedules necessary to form CFD 141 and to authorize the
levy of special taxes within CFD 141 and to incur a bonded indebtedness of CFD 141
payable from the proceeds of such special taxes. It is anticipated that if CFD 141 is
formed, such bonds will be issued in late 2007. Upon approval oftonight's actions, City
staff will begin discussion with the developers to enter into an agreement entitled
"AcquisitionlFinancing Agreement" to establish, among other things, the public facilities
authorized to be financed by CFD 141 and the terms and conditions pursuant to which the
authorized facilities will be constructed and acquired and bonds for CFD 141 will be
issued. This agreement will lay the groundwork to which Otay will agree to undertake
the design and construction of certain transportation and development improvements. It
also specifies what the responsibilities and cost sharing obligations of Otay will be for
constructing those improvements.
Procedure for formation of Communitv Facilities District No. CFD 141
Following are the key actions that Council would take during the proceedings for CFD
141:
1. Approval of the report on the Application and initiation of proceedings for
formation of the proposed CFD and approval of a Reimbursement Agreement
with Otay to require that Otay advance funds to the City to pay for all costs
incurred by the City in undertaking the proceedings to form CFD 141 and issuing
bonds ofCFD 141. Adopting the boundaries of the CFD.
2. Approval of Resolution ofIntention (ROI) to establish the CFD 141.
3. Ordering the preparation of the Special Tax Report.
4. Holding public hearings, voter's election, and levy of the special taxes.
5. Bond sale and issuance.
Description of the proposed CFD 141
Exhibit I presents the boundaries of the proposed CFD141, which includes parcels
located within Otay Ranch Village Two (844.6 gross acres). At build out there will be
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2,639 residential units, 147 mixed-use units and 11.9 acres for commercial development
in Village Two.
The special tax allocations proposed by Otay to be levied by CFD 141 appear to be below
the "2% maximum tax" criteria established by Council Policy. Otay is proposing CFD
financing of the following improvements:
. Heritage Road-Olympic Parkway to Main Street
. PFDIF Facilities- Including Rancho Del Rey Library and Civic Center
Renovation Phase III
. Pedestrian Bridges
. Backbone StreetslUtilities/Bus Shelters
. Traffic Signals
. Slope Landscaping
. Public Landscaping Corridor
. Rock Mountain Road/Main Street (partial)
. Environmental Mitigation
. Waterlines-Non CIP
. Open Space Preserve Land
. Community Park Improvements
. Town Square
. Town Center Drive (Otay portion of the cost)
Inclusion of waterlines which would be owned by the Otay Water District (the "Water
District") is possible only with the consent and agreement of the Water District.
In addition to the above improvements, this CFD's bonding capacity may be used to
finance the acquisition or construction of facilities within the greater eastern territories of
Chula Vista, which are authorized to be financed from the City's Development Impact
Fees imposed upon the development of Village Two.
The construction cost of the developer improvements is estimated at approximately $127
million, which would be financed by CFD 141.
Based on the actual interest rate and final value to lien ratio, the bond sale amount could
be increased substantially.
Report on the Application for CFD 141
In a previous action, Council adopted "The City of Chula Vista Statement of Goals and
Policies Regarding The Establishment of Community Facilities Districts" ("CFD
Policy"). The CFD Policy provides guidelines for the use of CFDs for financing the
construction or acquisition of public infrastructure or the provision of authorized public
services to benefit and serve existing or new development in the City. Prior to Council
initiating any formal proceedings for formation of the CFD, the developer is required to
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submit an "Application", which would include all the necessary information (business
plan, percent of ownership requesting the CFD, etc.) demonstrating the applicant's
financial ability to carry the project. The Application shall be reviewed by a committee
(the "Review Committee") composed of the City Manager, City Attorney, Director of
General Services, City Engineer, Planning Director, Finance Director and such additional
persons as the City Manager deems necessary.
Otay representatives, staff, and consultants met several times to discuss the processing, to
clarify the intent of the Council policy, determine the format of the Application, and
identify the required financial information. The Application was submitted on October
31,2006, (See Exhibit 2). The Review Committee met on January 17,2007 to review the
content of the Application and determine the applicant's financial ability to successfully
construct the project and pay the special taxes during build out. The committee has
concluded that 1) the information provided is preliminary and general in nature, 2) the
developer's business plan, appears to be consistent with the current conditions of the real
estate market, and 3) compliance with CFD Policy can not be confirmed until various
documents such as appraisal, market absorption study, Special Tax Report, and
Preliminary Official Statement are complete. These documents will be prepared during
the district proceedings and brought to Council for consideration prior to bond sale. The
report with findings and recommendation on the Application is presented in Exhibit 3.
In essence, the Review Committee recommends that Council approve proceeding with
the formation of CFD 141. Extensive due diligence will be required as the district
proceeds to ensure compliance with the CFD Policy.
Discussion ofKev Policv Issues
During the proceedings, several analyses will be performed to ensure that the proposed
CFD conforms to the requirements of the Mello-Roos Act and the CFD Policy.
Following is a brief discussion on how some key policy issues will be addressed during
the proceedings:
1. Proposed Improvements: The majority of the improvements which Otay has
requested to be financed through CFD 14 I are backbone streets and associated
improvements (Le., sewer, surface improvements, storm drain, landscaping, dry
utilities) providing local or regional benefit. Staff believes that all these
improvements meet the requirements of the CFD Policy. Certain other
improvements, e.g., the acquisition of open space preserve land, community park
improvements and the town square are not expressly included among the
improvements authorized by the CFD Policy to be fmanced through a CFD. The
CFD Policy does, however, allow the financing of "other improvements as may
be authorized by law and which the City Council determines are consistent with"
the CFD Policies. If the City Council determines that fmancing these
improvements would be appropriate the City Council may either categorize these
improvements as other improvements consistent with the CFD Policies or amend
the CFD Policies to include these types of improvements.
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A final recommendation on the improvements to be fmanced by the proposed
CFD will be brought later to Council in conjunction with the
AcquisitionlFinancing Agreement.
2. Value to Lien Ratio: The CFD Policy requires a minimum 4:1 value-to-lien ratio.
A ratio of less than 4:1, but equal to or greater than 3:1, may be approved, in the
sole discretion of Council, when it is determined that a ratio of less than 4:1 is
financially prudent under the circumstances of a particular CFD.
The appraisal and value to lien ratio analysis will be available for Council
consideration prior to bond sale, which is planned for late 2007. If the final
analysis shows parcels which fail to meet the 4:1 ratio, the developer would be
required to either provide cash or letters of credit to maintain the value to lien
ratio consistent with the CFD Policy, the principal amount of the bonds to be
issued for CFD 141 will be reduced to comply with City policy or the developer
would be required to provide sufficient information to convince Council that a
lesser lien ratio is prudent.
3. Maximum Tax: Council Policy establishes that the maximum annual CFD special
taxes applicable to any newly developed residential property shall be no more
than I % of the sale price of the house. In addition, the aggregate of all annual
taxes and assessments is limited to 2% of the sale price of the house.
A preliminary calculation of the maximum tax, using estimated house prices, will
be available for Council consideration at the Public Hearing. A fmal test will be
performed at escrow closing using the actual sale price of the house. Council
Policy requires that at or prior to each closing of escrow, the escrow company
shall apply a "calculation formula" previously approved by the City Engineer to
determine the aggregate of regular County taxes, CFD taxes, and assessment
installments (the "Aggregate Tax Burden"). If the 2% limit were exceeded, the
developer would be required to provide cash to buy down the Aggregate Tax
Burden to an amount sufficient to meet the 2% ceiling. Compliance with this
procedure would ensure that the aggregate tax to be paid by the purchaser of the
house meets the CFD Policy criteria. Currently, the developer anticipates that this
CFD will be in the range of 2%.
Finally, it should be mentioned that the use of CFDs for public financing, like many other
financial decisions, involves a calculated risk and nothing can completely insulate the
City from the possibility of future problems. Future owners of the property may express
displeasure with paying the special tax; a downturn in the real estate market may cause
delinquencies. Indeed, even the master developer or merchant builders may become
delinquent when the project is no longer economically feasible. Nevertheless, staff
believes that strict adherence to the CFD Policy together with extensive scrutiny by the
financing team would minimize the occurrence and consequences of any potential
problems.
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DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found no property
holdings within 50.0 feet of the boundaries of the property, which is the subject of this
action.
FISCAL IMPACT
The developer will pay all costs and has deposited money to fund initial consultant and
City staff costs in accordance with the proposed Reimbursement Agreement (Exhibit 4).
Such monies are eligible for reimbursement upon a successful sale of bonds. The City
will recover the full cost of staff time expended in district formation and administration
activities (estimated at $60,000).
ATTACHMENTS
Exhibits:
I. Proposed Boundary Exhibit
2. Application, dated October 31, 2006
3. Review Committee Report
4. Reimbursement Agreement
Prepared by: Boushra Salem, Senior Civil Engineer, Engineering Department
J:\EngineerlLANDDEV\ProjectsIOtay Ranch Village 2\CFD\CFD~14I\CASfor application report. doc
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RESOLUTION NO. 2007-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA, CALIFORNIA, APPROVING THE INITIATION
OF PROCEEDINGS TO CONSIDER THE FORMATION OF
PROPOSED COMMUNITY FACILITIES DISTRICT NO. 14 I
(OTA Y RANCH - VILLAGE TWO) FOR VILLAGE TWO OF THE
OTAY RANCH AND APPROVING THE FORM OF A
REIMBURSEMENT AGREEMENT
WHEREAS, the CITY OF CHULA VISTA, CALIFORNIA, has been presented with and has
received an application from Otay Project, L.P. (the "Applicant"), requesting that this City Council
initiate proceedings pursuant to the Mello-Roos Community Facilities Act of 1982, as amended
(Government Code Section 53311 and following)(the "Act") to form a community facilities district
preliminarily designated as Community Facilities District No. 141 (Otay Ranch Village Two) (the
"District") for the purpose of financing all or a portion ofthe cost of the acquisition of certain public
facilities necessary to serve proposed development within the District; and
WHEREAS, the Applicant has requested that the District encompass that territory within
Village Two of the Otay Ranch owned by and to be developed by affiliates of the Applicant; and
WHEREAS, such application has, as required by the City ofChula Vista Statement of Goals
and Policies Regarding the Establishment of Community Facilities District (the "Goals and
Policies") previously adopted by this City Council, been reviewed by the community facilities
district application review committee (the "Review Committee") designated in such Goals and
Policies; and
WHEREAS, based upon such review and pursuant to the Goals and Policies, the City
Manager has recommended that this City Council accept the report of the Review Committee and
authorize the initiation of proceedings to consider the formation ofthe District subject to subsequent
compliance of the proposed District with the Goals and Policies, including without limitation, the
improvements proposed to be financed through the District, the financial feasibility of the District
and the development of the property within the District; and
WHEREAS, the form of a Community Facilities Reimbursement Agreement pursuant to
which the Applicant has agreed to advance funds to the City to pay for all costs incurred by the City
in undertaking the proceedings to consider the formation ofthe District and the issuance of Bond by
the District has been presented to this City Council for its consideration.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
SECTION I. The above recitals are all true and correct.
SECTION 2. This City Council hereby accepts the report of the Review Committee.
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Resolution No. 2007-
Page 2
SECTION 3. This City Council hereby authorizes the initiation of proceedings to consider
the formation ofthe District as requested by the Applicant subject to all requirements of the Act and
the Goals and Policies.
The decision of this City Council to form the District is an exercise of the legislative
authority of this City Council. The adoption ofthis Resolution does not, therefore, obligate this City
Council to exercise its legislative discretion in a particular manner. This Resolution does not in any
way create a contractual, legal or equitable obligation of or commitment by this City Council to
approve the formation of the District. This City Council expressly reserves the right to abandon the
proceedings to consider the formation of the District for any reason at any time prior to the
completion thereof.
SECTION 4. The form of the Reimbursement Agreement by and between the City and Otay
Project, L.P. is hereby approved. The City Manager or the Assistant City Manager is hereby
authorized to execute such agreement for and on behalf of the City with such changes thereto as such
officer, following consultation with the City Attorney and Best Best & Krieger LLP, deem to be in
the best interests ofthe City.
SECTION 5. This Resolution shall become effective upon its adoption.
Presented by
Approved as to form by
Scott Tulloch
City Engineer
H:\ENGINEER\RESOS\Resos2007\03-06~07\Resolution Initiating Proceedings to Fonn CFD 14I.DOC
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THE OTAY RANCH COMPANY
October 31, 2006
Mr. Jim Thomson
Interim City Manager
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, California 91910
Re:
City of Chula Vista Community F acUities District Application for Otay Ranch V2
CFD \ 4r
Dear Mr. Thomson
Attached you will find Otay Project, L.P. 's Application for the Establishment of a Community Facilities
District ("CFD") for Village 2 of Otay Ranch. Please consider this our formal request to the City of Chula
Vista to initiate the process to form a CFD pursuant to the City's "Statement of Goals and Policies
Regarding the Establishment of Community Facilities Districts".
A list offacilities proposed to be financed through the District is included in Exhibit "I" of the Application.
We have retained the services of Development Planning and Finance to perform preliminary research and
analysis to determine bonding capacity, prepare a financing plan and assist in preparation of CFD
formation documents. If you have any questions, please do not hesitate to contact me.
Sincerely,
THE OTAY RANCH COMPANY
M~~ ~~
Public Finance Manager
ent
Executive Vice President
Attachment
cc: Ms. Boushra Salem, The City of Chula Vista
Mr. Sylvester Evetovich, The City of Chula Vista
Mr. Ronald P. Therrien, The Otay Ranch Company
Mr. Ken Lipinski, The Otay Ranch Company
Mr. Curt Smith, The Otay Ranch Company
Mr. Peter Piller, Development Planning & Finance
Ms. Eva Torre, Development Planning & Finance
610 W. ASH STREET, SUITE 1500, SAN DIEGO, CA 92101 . PH: (619) 234-4050 . FX: (619) 234~40aa . WWW.OTAYRANCH.COM
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CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT APPLICATION REVIEW COMMITTEE
APPLICATION FOR EST ABLISBMENT OF COMMUNITY FACILITIES DISTRICT
OWNERSIDP
Name ofJandowner:
Otay Project, L.P. and various builder entities as noted in Exhibit "E".
Please describe the ownership structure of the landowner (Le., individuals, family trust,
partnership, corporation, etc.). Please include resumes of key individuals responsible for
making decisions for landowner. Please include copies of partnership agreements,
articles of incorporation and bylaws, family trusts, etc.
See Exhibit "A", "B" and "C".
If the landowner is not the current owner of the property, please provide evidence
satisfactory to the City Manager that the landowner represents or has the consent of the
owners not less than 67%, by area, of the property proposed to be subject to the levy of
the special tax.
See Exhibit "D".
PROPERTY INFORMATION
List the following regarding the property to be included within the proposed Community
Facilities District:
Number of gross acres:
Otay Ranch Village Two - approximately 622.20 acres, excluding the industrial
portion ofthe project.
Number of gross acres owned by the landowner:
See Exhibit "E".
Number of gross acres owner by others:
For each parcel within the boundaries of the proposed Community Facilities
District which is owned by an entity other than the landowner, provide the
following information:
The name(s), addressees), telephone number(s) and contact(s) for each such owner.
See Exhibit "E".
The number of gross acres owned by each such owner.
G:IGdrive docslMoralCFDlVillage 2 CFDlApplicationIV2 September 2006 Application-revised.doc
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See Exhibit "E".
The Assessor's Parcel Numbers for each such parcel.
See Exhibit "E".
Number of acres proposed for development:
See Exhibit "Q".
Number of acres developed to date, if any:
None.
List the Assessor's Parcel Numbers for the property:
See Exhibit "E".
How long have you owned the property?
See Exhibit "E".
What was the purchase price you paid for the property?
See Exhibit "E".
Have you entered into any option or other form of agreement to sell all or a portion of the
property? YES X NO. If YES, please describe arrangement and attach copies
of any agreements describing arrangement.
Descnbe the existing land use of the property:
The majority of the land is farm land; however, a portion of the land has been used as a
temporary off road racing site.
Is the property proposed for residential development, commercial development, or both?
RESIDENTIAL COMMERCIAL X BOTH. Please state the estimated
total number of any residential units proposed and the estimated total square footage of
commercial development proposed.
Single Family and Multi-Family Residential Units - 2,725 units.
Mixed Use - 60 units.
Commercial- 12.5 acres.
Future Annexable Area - 52 units.
See Exhibit "Q".
Please attach a copy of a business plan for the development proposed on the property?
See Exhibit "F". To be provided.
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Do you intend to develop the property yourself? X YES NO. If YES, describe
the expected timing for development of the property. If available, please list projected sales by
year, listing commercial and residential development separately.
See Exhibits "F and G".
What is the status of land use approvals, subdivision maps and environmental review for the
development of the property (i.e., describe the current zoning and the status of any Development
Agreements, Specific Plans, tentative maps or final maps for the property)?
See Exhibit "H".
List improvements proposed to be financed through the Community Facilities District and their
estimated cost. List the public agency that will own, operate and maintain the improvements
when completed.
See Exhibit "I".
Are any public services to be financed through the proposed Community Facilities District? If
so, list those services.
See Exhibit "I".
Have any environmental studies or reports been prepared for the property?
X YES NO. If YES, list those reports.
See Exhibit "H".
Are any impact fees owed to the City as a condition to develop the property? X YES
NO. If YES, please describe the type of impact fees, amount ofthe fees and when fees
must be paid.
Condition of Map Approval- PAD Fee, Drainage Fees.
Building Permit Fees to include - TDIF, PFDIF, Traffic Signal Fees, Pedestrian Bridge
Fees, Sewer Fees.
Are there any endangered species habitats on the property? X YES NO. If
YES, please identify the endangered species, describe the location of their habitat(s) on the
property and describe any mitigation measures which must be completed as a precondition to the
subdivision or development of the property.
See Exhibit "J".
Are there any legal impediments to the planned development of the property? If so, please
describe the nature of the legal impediment(s) and how such impediments will impact the
planned development of the property.
None.
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Is any development currently underway on the property?
If YES, please give a general description.
X YES
NO.
Earthwork operations are well nnderway on the eastern residential parcels. Underground
utilities will commence in late 2006 in this area. Grading for Heritage Road will commence
in 4th quarter of 2006. Grading of other residential development areas will start in
November which will be followed by infrastructure construction.
What are your long term plans for the property; i.e., sale of raw land, sales of improved parcels to
merchant builders, sale of product to end users, long term hold, etc?
Developable acreage was sold to Affiliate Builders. The AffIliate Builders will build and
sell the product to end users.
Besides Community Facilities District financed improvements, what public and private
improvements are necessary to develop the property and how are they proposed to be financed?
Intract roads, utilities and public parks will be developed within the property.
Improvements will be owner financed or financed with revolving development loans.
Public schools constructed within the property will be financed by the school district's CFD
17.
Please attach the most recent copy of your financial statements, including audited statements, if
available. If you are a publicly held company, please list the date of your last IOQ or IOK filing
and enclose a copy of your most recent Annual Report.
See Exhibit "K". To be provided.
Include at least one reference from a bank or financial institution, including name, address and
telephone number.
First Bank & Trust - 4301 MacArthur Blvd., 2"d Floor, Newport Beach, CA 92660
(949) 475-6315, Acct. Rep. Brian 0' Conner.
Are there any existing trust deeds/loans on the property? Please state the name, address and
telephone number of the lending institution and the approximate loan amount.
See Exhibit "L".
Has construction financing for any of the proposed development, been obtained?
YES NO. If YES, please describe the source and amount of such loan.
See Exhibit "L".
What is the current status of property taxes, special taxes and assessments on the property?
X PAID DELINQUENT. Have any property taxes or assessments on the
property been delinquent at any time during the past 3 years? If YES, please explain.
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There have been no delinquencies in the past 3 years. All of the parcels are paid current.
See Exhibit "M".
Is the landowner, any subsidiary entity or affiliated or related entity of the landowner currently
delinquent or has the landowner or any subsidiary entity or affiliated entity of the landowner in
the last five (5) years been delinquent in the payment of any property taxes, special taxes or
assessments on property owned outside of the proposed boundaries of the Community Facilities
District?
YES X NO. If YES, please identify the entity which is delinquent in such
payments, the nature of such entity if the entity is not the landowner and its relationship to the
landowner, the jurisdiction in which the delinquent property is located, the amount of the
delinquency, the duration of the delinquency and any legal actions which have been initiated by
or on behalf of the jurisdiction to recover the delinquency.
Is the landowner (or any subsidiary entity or affiliated or related entity of the landowner) now
delinquent or in default on any loans, lines of credit or other obligation related to the property or
other development projects? YES X NO. Has the landowner (or any subsidiary
entity or affiliated or related entity of the landowner) been in default on any loans, lines of credit
or other obligation in the past two years related to the property or other development projects?
YES X NO. If YES, please explain.
Has the landowner or any subsidiary entity or affiliated or related entity of the landowner ever
filed for bankruptcy or been declared bankrupt? X YES NO If YES, specify
entity which filed or bankruptcy or has been declared bankrupt, the date and location of court
where bankruptcy action took place, the case title and the status of the bankruptcy proceedings:
See Exhibit "N". The filing date was 7/15/95 in US Bankruptcy Court, Central District of
California, Northern Division.
Has any claim been made or suit been filed, or is any claim or suit now threatened against the
landowner with respect to the proposed development of the property?
YES X NO
If YES, please attach a copy of the complaint, or if unavailable, please list the court in which the
action is pending and the case number and summarize the current status of the litigation, or if the
claim or action has not yet been filed please attach any documents summarizing the claim or
action:
Are there any other foreseeable circumstances not described above that could prevent or
significantly delay the proposed development of the property or adversely impact the ability of
the landowner to pay the anticipated special taxes to be levied on the property owned by the
landowner during the development of the property? YES X NO. If YES, please
explain...
Please attach a copy of your most recent preliminary title report for the property.
See Exhibit "0".
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Please attach a copy of the most recent tax bill(s) for the property and evidence that current
installments due have been paid. The tax bill will also be reviewed to determine overlapping tax
total.
See Exhibit "M".
Have you provided a deposit to the City to pay organizational and formation costs?
No.
RELATED PROJECT INFORMATION
Has an absorption study been done for the proposed development of the property within the last
two years? If so, please provide a copy.
No.
Has an appraisal been done for the property within the last two years? If so, please provide a
copy. Ifnot, please provide current year assessed values for all parcels.
See Exhibit "P". To be provided.
EXPERIENCE OF LANDOWNER GROUP
Describe the development experience of the landowner. Briefly describe any current or recently
completed developments undertaken by the landowner.
See Attached Marketing Brochure on Otay Ranch.
Please provide corporate literature and sales brochures, if available.
See Attached Marketing Brochnre on Otay Ranch.
PAYMENT OF TAXES/ASSESSMENTS.
Describe the source of funds that you will use to pay special taxes to be levied on your property
in connection with the Community Facilities District (i.e., bank savings, land .sale proceeds, loan
proceeds, etc.).
Land Sale Proceeds.
Do you foresee any difficulty in your ability to make timely payment of the special taxes to be
imposed?
YES X NO. If YES, please explain.
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If we have additional questions regarding your property, who is the appropriate person to
contact?
Name:
Title:
Address:
Phone Number:
Name:
Title:
Address:
Phone Number:
Mr. Kent Aden
Executive Vice President
Otay Proj ect, L.P.
610 West Ash Street, Suite 1500
San Diego, CA 92101
(619) 234-4050, Ext. 112
Ms. Mora de Murguia
Public Finance Manager
OTAYPROJECT, L.P.
610 West Ash Street, Suite 1500
San Diego, CA 92101
(619) 234-4050, Ext. 105
PLEASE RETURN THE COMPLETED FORM AND ATTACHMENTS TO:
Mr. Jim Thomson
Interim City Manager
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, California 91910
Ms. Boushra Salem
Senior Civil Engineer
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, California 91910
Mr. Sylvester Evetovich
Principal Civil Engineer
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, California 91910
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The undersjgned hereby certifies that the foregoing information is true and correct as of the da.te set forth
below,
LAl'<'DOWNER:
Date:
By: OTAYPROJECTL.P"
a Califomla limited partnership
By: OT A Y PROJECT, LLC,
a California limited liability company,
General Parmer
By: OT A Y RANCH DEVELOPMENT, LLC
a Delaware limited liability company,
its managing member
By:
Ki
By: {;!
Ronald p, Therrien
,
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Page 8
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NOTICE REGARDING DISCLOSURE.
The Securities and Exchange Commission recently adopted amendments (the "Amendments") to
Rule 15c2-12 under the Securities Exchange Act of 1934 relating to certain required disclosure
information that must be made available to prospective purchasers of municipal bonds. Under
the Amendments and other federal and state securities laws, certain material information must be
disclosed (i) in connection with the initial offering of bonds with respect to "material persons";
and (ii) on an ongoing basis with respect to "obligated persons."
Whether a property owner/developer might be a material person or an obligated person will
depend on all of the facts and circumstances. If the information you provide in response to this
questionnaire indicates this might be the case, the financing team will review with you the
information that may need to be disclosed to potential Bond investors in order to satisfy the
Amendments and other federal and state securities laws.
If information on the proposed development of your property is disclosed in connection with the
sale of the Bonds, you will be required to certify at that time that the information is true and
correct and does not omit to state any material fact.
G:IGdrive docslMoralCFDlVillage 2 CFDlApplicationIV2 September 2006 Application-revised.doc
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EXHIBIT "A"
Ownership and Structure of Landowner
The primary business of the company is to own, develop and sell the project known as Otay Ranch. The
Developer consists of two entities, Otay Project, LLC, a California limited liability company, and Otay
Project, L.P., a California limited partnership. Otay Project, LLC was formed August 15, 1997 by South
Bay Project, LLC and Otay Ranch Development, LLC. Otay Project L.P. was formed on January 20,
1999 by Otay Project, LLC as its general partner and South Bay Project, LLC and Olay Ranch
Development, LLC, as its limited partners. The property was purchased by South Bay Project on August
26, 1997 and immediately contributed to Otay Project, LLC at its net fair market value. As of May 1,
2001, South Bay Project, LLC ceased to be a member of Olay Project, LLC and ceased to be a limited
partner of Otay Project, L.P. The Landowner is Otay Project L.P.
In mid 2006, land was sold to various builder entities as shown in Exhibit "E".
G:IGdrive docslMoralCFDlVillage 2 CFDlApplicationIV2 September 2006 Application-revised.doc
Page 10
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EXHIBIT "A" (Continued)
Attached are the first and last pages of the Operating Agreement for Otay Ranch Development,
LLC and the Agreement of Limited Partnership of Otay Project, L.P. In addition, I have
provided a copy of the First Amendment to Agreement of Limited Partnership of Otay Project,
L.P. and the Certificate of Amendment to Certificate of Formation ofEI Toro, LLC.
G:IGdrive docslMoralCFDlViIlage 2 CFD\ApplicationlV2 September 2006 Application-revised.doc
Page 11
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Exhibit "A" (Continued)
FIRST AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
OTAY PROJECf L.P.,
A CALIFORNIA LIMITED P ARTNERSHll'
("Pannenhip")
This First Amendment ("First Amendment") 10 the Agreement of Limi~d Plll'tIlezship of
OlaY Project L.P., a California Limited PartnerShip is e1l1ered into as of this ~!-J. day of
~ 2002 by and between Otay Project, LLC, a California limited liiibility
company, ("General Plll'tIler") and Otay Ranch Development. LLC, a Delaware limited
liability compllOY ("Limited Partner").
RECIT ALS
A. General Parmer, Limited Parmer, and Southbay Project, LLC, IS Delaware limited
liability company entered into lhat certain Agreement of Limited Partnership of Olay
Ptoject L.P. dared January 20, 1999 ("Partnership Agreement").
B. Section 5 of the Pannership Agreement of Otay Project L.P. provided that the
Partnt:IShip shall dissolve and its affairs shall be terminated on August 1 g, 2017.
C. South Bay Project, LLC has reSigned from the Pannership ancl there remains the
General Panner and Limitel1 Partner as the only partners of the PanneIShip.
D. At this time, the General Panner and Limited Partner wish w ~d the term of
the Partnership to December 31. 2053.
NOW, THEREFORE, for and in consideration ofme mutual covenants contained herein
the Getleral Partner and Limited Panner hereby agree as follows;
1. The Partnership Agreement of Olay Project L.P. is hereby amendeci by
cieleting the date ~August 18,2017" from Section 5 and inserting in itS place the date
"December 31, 2053".
2.
and effect.
The Parmership Agreement as amended hereinabove remains in full force
G:IGdrive docslMoralCFDlVillage 2 CFDlApplicationIV2 September 2006 Application-revised.doc
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Exhibit "A" (Continued)
IN WnNc~~ WJ:iJ:iliJ::Ur, lienerall'armer ana Lumtea J:'artner nave c:xecutel1 tIllS rorr:st .
Anlendment as of the day and year first above written.
"General panner"
DTAY PROJECT, LLC,
a California limited liabilitY C01llpan y
By: Dray Ranch Development, LLC, a Delaware limited liability company, Managing
Member
By: Soulhwind Development, LLC, a Delawue limited liability
company, Its Member
//, ~
By: a ~U~
.. . Baldwin, Manage:r
By: Forsrar, llC, a Delaware limited liability
company, Its Member
By: ~;;aI~~-;
By: Oriole Management,llC, aCaIifomia
limited liability company, Member
By: ~.'t?~r
"Limited Parmer"
OTAY RANCH DEVELOPMENT, LLC,
a Delaware limited liability company
By: Southwind Dc:vc:lopment, LLC, a Delaware limited liability company
Its Member
By: ~ IrQ 6'}
Alfre E. Bald ts . g Member
By: Forstar, LLC, a Delaware limited liability
company, Its Member
By: t;Z - /BM----
Games P. Baldwin, Its Managing Member
G:IGdrive docslMoralCFD\Village 2 CFDlApplication\V2 September 2006 Application-revised.doc
Page 13
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Exhibit "A" (Continued)
AGREEMENT OF LIMITED P AR1NERSillP
QE
OT A Y PROJECT L.P.
This AGREEMENT OF LIMITED P AR1NERSillP OF OTA Y PROJECT L.P.
.Agreement") is entered into as of January 20,1999, by and between OTA Y PROJECT, LLC, a
~alifornia limited liability company ("General Partner"), as general partner, SOUTH BA Y
'ROJECT, LLC, a Delaware limited liability company ("SBP"), as limited partner, and OT A Y
lANCH DEVELOPMENT, LLC, a Delaware limited liability company ("ORD"), as limited
lartner. SBP and ORD are referred to herein collectively as the "Limited Partners" and the
}eneral partner and the Limited Partners are referred to herein collectively as the "Partners."
'be Partners hereby form a limited partnership pursuant to and in accordance with the California
tevised Limited Partnership Act (California Corporation Code ~ 15611, et. seq.) (the "Act"), and
lereby agree as follows:
I . ~. The name of the limited partnership formed pursuant to this Agreement is
Otay Project L.P." (the "Partnership").
2. P~se. The purpose of the Partnership is to engage in any lawful activity for
"hich a limited partnership may be organized under the Act Notwithstanding the foregoing,
vithout the consent of all of the Partners, the Partnership shall not engage in any business other
han the following:
a. The ownership, entitlement, development, management and sale of certain
.roperty partially located in the City of Chula Vista, California which has been contributed to the
'artnership by the General Partner (the .Property"); and
b. Such other activities directly related to and in furtherance of the foregoing
IUSiness as may be necessary, advisable or appropriate, in the reasonable opinion of the General
'artner.
3. Office and Altent. The Partnership shall continuously maintain an office and
egistered agent in the State of California. The principal office of the Partnership shall be 2600
.1ichelson, Suite 250, Irvine, California 92715, or as the General Partner may otherwise
letermine. The Partnership may also have such offices, anywhere within and without the State
If California, as the General Partner may determine from time to time, or the business of the
'artnership may require. The registered agent shall be as stated in the Certificate of Limited
'artnership for the Partnership, or as otherwise determined by the General Partner.
G:IGdrive docs'MoralCFDlVillage 2 CFDlApplicationIV2 September 2006 Application-revised.doc
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Exhibit "A" (Continued)
24. Notices. Any notice to be given or to be served upon the Partnership or any
Partner in COlll1ection with this Agreement must be in writing (which may include facsimile) and
will be deemed to have been given and received when delivered to the address specified by the
party to receive the notice. Such notices will be given to a Partner at the address specified in
Section 4 of this Agreement Any party may, at any time, by giving five (5) days' prior written
notice to the other parties, designate any other address in substitution of the foregoing address to
which such notice will be given.
25. Governinll' Law. This Agreement shall be governed by and construed under the
laws of the State of California. "
26. Count~. This Agreement may be executed in multiple counterparts. Each
counterpart shall be an original, but altogether shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the
date first set forth above.
OT A Y PROJECT, LLe, a California limited
liability company
By:
By:
SOUTII BAY PRo!;Y1CT' LL , Delaware limited
liability company .
By:
Harold Bcral, its mem
By:
G:IGdrive docslMoralCFDlVillage 2 CFDlApplication\V2 September 2006 Application-revised.doc
Page 15
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Exhibit "A" (Continued)
OTA Y RANCH DEVELOPMENT, LLC, a
Delaware limited liability company
By: El Toro, LLC, a Delaware limited liability
company, its member
J..
By:
By: Forstar, LLC, a Delaware limited liability
company, its member -
BY:~A 6~'
J es Ba1d~ its managing member
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Page 16
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Exhibit "A" (Continued)
OPERATING AGREEHENT FOR OTAY RANCH DEVELOPMENT, LLC
THIS OPERATING AGREEMENT is entered into as of JULY 7, 1997 by
FORSTAR, LLC., a Delaware limited liability. company, and El Taro,
LLC, a Delaware limited liability company (referred to individually
as a "Member" and collectively as the "Members").
A. The Members desire to form a limited liability company
(Company) under the Delaware Limited Liability Company Act. .
B. The Members enter into this Operating Agreement in order
to form and provide for the governance of the Company and the
conduct of its business and to specify their relative rights and
obligations.
NOW ~EREFORE, the Members hereby agree as follows:
ARTICLE I: DEFZNrTIONS
The following capitalized terms used in this Agreement have
the meanings specified in this Article or elsewhere in this
Agreement and when nDt SD defined shall have the meanings set forth
in the Act (defined belDw) .
1.1 "Act" means the Delaware Limited Liability Company Act
(Chapter 18 Df the Delaware General cDrporation Law ~~18-101 et
seg.), including amendments from time to time.
1.2 "Additional Capital Contribution" of a Member shall mean
any amount cDntributed to the capital of the Company by the Member
pursuant to the provisiDns of Section 3.8 hereof.
1.3 The "Adjusted-Capital contribution. of a Member shall
mean the excess, if any, Df such Member's Capital Contribution over
distributions (other than payments of loans) received by such
Member pursuant to Section 4.5 or 11.2 hereof.
1.4 "Agreement" means this operating agreement, as originally
executed and as amended from time to time.
1.5 .Certificate of Formation" is defined in Delaware General
Corporations Law section 18-201.
G:IGdrive docslMoralCFDlVillage 2 CFDlApplicationIV2 September 2006 Application-revised.doc
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Exhibit "A" (Continued)
~b .~:.l 'L'J.me J.s at the essence at every provJ.sJ.on ot 1:nJ.s
Agreement that specifies a time for performance.
15.13 This Agreement is made solely for the benefit of the '
parties to this Agreement and their respective permitted successors
and assigns, and no other person or entity shall have or acquire
any right by virtue of this Agreement.
15.14 The Members intend the Company to be a limited liability
company under the Act. No member shall take any action inconsistent
with the express intent of the parties to this agreement. -
. .
IN WITNESS WHEREOF, the parties have exe~uted or caused to be
executed this Agreement on the day and year first above written.
EL TORO, LLC
a Delaware limited liability company
By: Al~~j{J6fana;:
FORSTAR, LLC
a Delaware limited liability company
By:
ames P. Baldwin, Manager
G:IGdrive docs\MoraICFD\Village 2 CFDlApplication\V2 September 2006 Application-revised.doc
Page 18
3-29
Exhibit "A" (Continued)
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION
OF
E1 Taro. u.c
E Toro. UC (berclnafier called the '~'). I limited liabiliJ:y company
Ol'g;ln;7"q and exisling IIIldl:r lIlliI by vinue of rbt Limited Liabil!ly Gompauy Act of tile 5rzre
ot Delaware. dOC3 Il8reby ccrQfy: .
1. !hI: IllU7le of tile ~ liabllk.y company Ii El Toro, UC.
2. TIle ~ otformalioD or We t:ol:IJP2IlY is bcrcby ............... by miking out
Ani.cle(~l 1 th=reot and by substiuilIng In &u of ui4 Anic1c[s) 1llc fo1Iowing new AItIcle{S]:
1. The IW&C of ~Ile lllIIitd l1abUl.cy C01llPallY 1s SOUJ;bll1nd"~velopaeDt. llC.
Ii.
F"~lred on rldsjf day of A.t1EUSt
~2.
AIIthowed Fe:uon'
.19 97.
G:IGdrive docslMoralCFDlVillage 2 CFDlApplication\V2 September 2006 Application-revised.doc
Page 19
3-30
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,..1.1$1' BE. FILfD 8F.FORF.11-I,U TU",E.. lhll IIlt'1g oj 11:111 -",tamt'l'!l ~
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Exhibit "A" (Continued)
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. ,
fllEtilrsrfV..'FI.R~COROER1eOllNTY C:l.Ef!')I;'ti; FI.JHdM,ijii,
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G:IGdrive docslMoralCFDlVillage 2 CFDlApplication\V2 September 2006 Application-revised.doc
Page 20
3-31
EXHIBIT "B"
James Baldwin Alfred Baldwin
Family Family
I I
I
I
Oriole Development, LLC Otay Ranch Development LLC
I
Otay Project, LLC
Otay Project L.P.
G:IGdrive docslMoralCFDlVillage 2 CFDlApplicationIV2 September 2006 Application-revised.doc
Page 21
3-32
EXHIBIT "C"
The Otay Ranch Company
Headquarters:
610 West Ash Street, Suite 1500
San Diego, California 92101
Telephone: (619) 234-4050
Facsimile: (619) 234-4088
Homepage: http//www.otayranch.com
Description of Operations:
The Otay Ranch Company is a land development firm,
established in 1997 to undertake the development of the
5,300-acre Otay Ranch in South San Diego County over the
next 30 years.
Project Description:
Otay Ranch, the largest master-planned community in San
Diego County, is planned to include more than 9,000
homes, abundant recreational facilities, commercial
establishments and community services. It is part of the
22,899-acre Otay Ranch General Planning Area (ORGP A),
which includes property under several ownerships. "Otay
Ranch" Is a registered service mark owned by The Otay
Ranch Company.
Management Team:
The Otay Ranch Company operations are being directed by
a small team of highly experienced planners and land
developers:
Executive Vice President
Mr. Aden has had a distinguished 26-year career in
community planning and development that has resulted in
approvals for 15,000 residences in South County and
numerous industry awards. Since 1994, he has been
actively involved in the planning and development of the
initial phases of Otay Ranch.
Previously, he was a vice president for EastLake
Development Company. Earlier, he was associated with
The Hill Partnership, Inc. of Newport Beach in various
capacities, including project director.
Mr. Aden holds an architectural degree from Cal Poly San
Luis Obispo and a MBA degree from California State
University, Fullerton.
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He is a licensed architect and 2003 President of the San
Diego Building Industry Association. An active
community leader, he is a current director of San Diego
International Sports Council, The Building Industry
Association and past Director ofNAIOP.
Executive Vice President
Mr. Cameron, an attorney responsible for the negotiation of
all land acquisitions and sales for Otay Ranch, has
accumulated extensive expertise in land development and
land use issues during his 23-year career. In the past few
years, he has been responsible for land sales transactions
valued at close to $1 billion.
Involved with Otay Ranch since its acquisition in 1988, he
was responsible, in conjunction with other senior managers,
for obtaining entitlements for the largest general plan
amendment in the history of San Diego County. He also
was instrumental in negotiating a Resource Management
Plan for the Il,375-acre Otay Ranch preserve.
Between 1983 and 1988, Mr. Cameron was an attorney
with Luce, Forward, Hamilton & Scripps, specializing in
real estate transactions and land use law. He began his
career as a legislative aide to New York Senator Daniel P.
Moynihan.
He graduated cum laude from Harvard Law School in 1983,
and holds a bachelor's degree in government from Harvard
University. His academic career was highlighted by a
number of academic and athletic honors.
Mr. Cameron served on the Carmel Valley Community
Planning Board for 10 years and is currently a resident of
Rancho Santa Fe.
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Kim John Kilkenny
Executive Vice President
A recognized authority on land planning, environmental
regulation and land use law, Mr. Kilkenny has been active
in land development issues, in both the public and private
sectors, for 27 years. Beginning in 1989, he was involved
with the initial planning ofthe entire 22,899-acre Otay
Ranch General Planning Area (ORGP A) and conducted
more than 100 community meetings during the planning
process.
Currently, he is responsible for securing entitlements for
Otay Ranch, in cooperation with other senior management.
Throughout the 1980's, Mr. Kilkenny was legislative
counsel for the Construction Industry Federation of San
Diego.
He began his career in public service, serving as the
executive assistant to San Diego County Supervisor Lucille
Moore and the legislative assistant to County Supervisor
Jack Walsh.
He has a bachelor's degree from San Diego State
University, Juris Doctorate degree from Thomas Jefferson
College of Law and is a member of the California Bar
Association. He is also a member of the San Diego
Regional Economic Development Corporation Executive
Committee and Board of Directors, San Diego County
Taxpayer Association Board of Directors, San Diego
Center City Development Corporation Board of Directors
and President of the Alliance for Habitat Conservation.
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EXHIBIT "D"
Secretary certificates giving consent for Otay Project, L.P. to represent bnilder entities in
the proposed Village Two financing district.
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EXHIBIT "D" (Continued)
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE GENERAL PARTNER OF
OTA Y PROJECT, L.P.
The undersigned, constituting the sole general partner of Olay Project L.P., a
California limited partnership, does hereby adopt the following recitals and resolutions by
unanimous written consent:
"RESOLVED, that Otay Ranch Development, LLC, as manager ofOtay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two CommWlity Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
docwnentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
FURTHER REOL VED, that the general partner ofthe Partnership is authorized to
take such actions as are necessary in its discretion to effectuate the purpose of each of the
above resolutions.
This Consent shall be effective for all purposes on October 2, 2006
GENERAL PARTNER:
OT A Y PROJECT, LLC,
.a California limited liability company
By: OTAYRANCHDEVELOPMENT,LLC,a
California limited liability
company, managing member
By: Forstar, LLC, a Delaware
limited liability company
Member
BY.~
By: Southwind Development, LLC
a Delaware limited liability company
Member
By: '
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OT AY RANCH DEVELOPMENT, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch Development, LLC a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by members of the Company on September 27,2006.
"RESOL YED, that Company as manager of Otay Project, LP, is hereby authorized
to execute and deliver on behalf of the Company any documents necessary to file the
application for the Chula Vista Village Two Community Facilities District ("cro"),
including but not limited to any consents or waivers and any other documentation
required; and
"FURTHER RESOL YED, that Cheryl A. Fiege, Kim Kilkenny Kenneth Lipinski
or Ronald P. Therrien, any of them acting alone are hereby authorized to execute and
deliver on behalf of the Company any documents necessary to facilitate the filing of the
application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
3rd day of October, 2006.
~~
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFlCATE
FOR
OTAY RANCH INVESTMENT, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch Investment, LLC, a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by members ofthe Company on September 27, 2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District C"CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
I>~~~
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH 11 SUN 6/8, LLC.
a Delaware limited liability company
The undersigned, Secretary of atay Ranch II Sun 6/8, LLC, a Delaware limited
liability company (the "Company''), does hereby certify the following resolution was
adopted by members of the Company on September 27, 2006.
"REsaL VED, that Otay Ranch Development, LLC, as manager of atay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Conununity Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESaL VED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone arc hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
~~
~ ~<dl
Cheryl A iege ~
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAYRANCH II SUN 12, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch n Sun 12, LLC, a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by members of the Company on September 27,2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiegc or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
~~<t
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH II PC-I3, LLC,
a Delaware limited liability company
The undersigned, Secretary of Olay fumch II PC-13, LLC, a Delaware limited
liability company (the "Company"), does hercby certify the following resolution was
adopted by members of the Company on September 27, 2006.
"RESOLVED, that Olay fumch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including hut not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the wldersigned has executed this Certificate as of the
28th day of September, 2006.
~fft-':i' '
Cheryl Fiege ~
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH II PC-IS, LLC,
a Delaware limited liability company
The undersigned, Secretary ofOtay Raneh II PC-IS, LLC, a Delaware limited
liability eompany (the "Company"), does hereby certify the following resolution was
adopted by members of the Company on September 27, 2006.
"RESOLVED, that Olay Ranch Development, LLC, as manager ofOtay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf ofthe Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as ofthe
2Sth day of September, 2006.
Gvu.+,*;~
Cheryl A. ege
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH SEVENTEEN, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch Seventeen, LLC, a Delaware limited
liability company (the "Company'), does hereby certify the following resolution was
adopted by members of the Company on September 27, 2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chura Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the tmdersigned has executed this Certificate as of the
28th day of September, 2006.
""
~~~~
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH TWENTY, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch Twenty, LLC, a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by members of the Company on September 27,2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Flege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing ofthe application to fonn the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
~~~
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH TWENTY TWO, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch Twenty Two, LLC, a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by members of the Company on September 27, 2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the ChuJa Vista Village Two Community Facilities
District ("crn"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28'" day of September, 2006.
~~~~
Cheryl . Fiege 't
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH JC R-5, LLC,
a Delaware limited liability company
The undersigned, Secretary ofOtay Ranch JC R-5, LLC, LLC, a Delaware limited
liability company (the "Company"), does hereby certifY the following resolution was
adopted by members of the Company on September 27, 2006.
"RESOL YED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
~.
Cheryl . Flege <;l ~
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OT A Y RANCH JC R-7, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch JC R-7, LLC, LLC, a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by members of the Company on September 27, 2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf ofthe Company
any documents necessary to facilitate the filing ofthe application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
~~<{
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH JC R-9, LLC,
a Delaware limited liability company
The undersigned, Secretary ofOtay Ranch JC R-9, LLC, LLC, a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by membern of the Company on September 27, 2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
~'t-hq -
Cheryl <iege - ~
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OT A Y RANCH FIFTEEN, LLC,
a Delaware limited liability company
The undersigned, SecretaryofOtay Ranch Fifteen, LLC, a Delaware limited
liability company (thc "Company"), docs hereby certify the following resolution was
adopted bymcmbers of the Company on September 27,2006.
"RESOL YED, that Otay Ranch Development, LLC, as manager ofOtay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone arc hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
,
0k~~'>*,~
Chery . Fiege
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH EIGHTEEN, LLC,
a Delaware limited liability company
The undersigned, Secretary of Olay Ranch Eighteen, LLC, a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by members of the Company on September 27, 2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing ofthe application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
('~~~
Cheryl Fiege
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OT AY RANCH TWENTY ONE, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch Twenty One, LLC, a. Delaware limited
liability company (the "Company"), does hereby certifY the following resolution was
adopted by members of the Company on September 27,2006.
"RESOLVED, that Olay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD''), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITh'ESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
~~
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTAY RANCH JC R-4, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch JC RA, LLC, LLC, a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by members of the Company on September 27, 2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager ofOtay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege or Ronald P. 111enien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to fonn the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
~cA~~
Cheryl Wiege z.t
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EXHIBIT "D" (Continued)
SECRETARY'S CERTIFICATE
FOR
OTA Y RANCH JC R-6, LLC,
a Delaware limited liability company
The undersigned, Secretary of Otay Ranch IC R-6, LLC, LLC, a Delaware limited
liability company (the "Company"), does hereby certify the following resolution was
adopted by members 0 f the Company on September 27, 2006.
"RESOLVED, that Otay Ranch Development, LLC, as manager ofOtay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
''FURTHER RESOLVED, that Chetyl A. Fiege or Ronald P. Therrien, either of
them acting alone are hereby authorized to execute and deliver on behalf of the Company
any documents necessary to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
28th day of September, 2006.
~Cb8-~'
Chef); '. Fiege ~
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EXHIBIT "D" (Continued)
ACfION BY UNANIMOUS WRITTEN CONSENT OF
THE GENERAL PARTNER OF
RANCHO MESA, L.P.
The undersigned. constituting the sole general partner of Rancho Mesa L.P., a
Delaware limited partnership, does hereby adopt the following recitals and resolutions by
unanimous written consent
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LLC, is hereby authorized to execute and deliver on behalf of the Partnership any
documents necessary to file the application far the Chula Vista Village Two Community
Facilities District ("CFD"), including but not limited to any consents or waivers and any
ather documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege, Kim Kilkenny, or Ronald P.
Therrien, any of them acting alone are hereby authorized to execute and deliver on behalf
of the Company any documents necessary to facilitate the filing of the application to farm
the CFD.
This Consent shall be effective for all purposes an October 3, 2006
GENERAL PARTNER:
RANCHO MESA OP, LLC,
a Delaware limited liability company
BY:~e; --
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EXHIBIT "D" (Continued)
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE GENERAL PARTNER OF
VILLAGE n OF OTA Y HB SUB
The undersigned, constituting the sole general partner of Village II ofOtay HB
Sub., a California general partnership, does hereby adopt the following recitals and
resolutions by unanimous written consent:
"RESOLVED, that Otay Ranch Development, LLC, as manager ofOtayProject,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Conununity Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOL YED, that Cheryl A. Fiege, Kenneth Lipinski or Kim
Kilkenny, any of them acting alone are hereby authorized to execute and deliver on
behalf of the Company any documents necessary to facilitate the filing of the application
to form the CFD.
FURTHER REOL VED, that the general partner of the Partnership is authorized to
take such actions as are necessary in its discretion to effectuate tbe purpose of each of the
above resolutions.
This Consent shall be effective for all purposes on October 2, 2006
GENERAL PARTNER:
VILLAGE IT OF OTAY, L.P.
a Delaware limited partnership
By: Village II ofOtay GP, LLC,
A Delaware limited liability
company, enetal Partner
By.
Its: C-r-/
By: Otay Ranch II Sun-5, LLC
:~~
G:IGdrive docslMoralCFDlVillage 2 CFD\APPlication~~~tember 2006 Application-revised.doc
EXHIBIT "D" (Continued)
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE GENERAL PARTNER OF
VILLAGE II OF OTAY, L.P.
The W1dersigned. constituting the sole general partner of Village II ofOtay L.P., a
Delaware general partnership, does hereby adopt the following recitals and resolutions by
W1animOUS written consent:
"RESOLVED, that Otay Ranch Development, LLC, as manager of Otay Project,
LP, is hereby authorized to execute and deliver on behalf of the Company any documents
necessary to file the application for the Chula Vista Village Two Community Facilities
District ("CFD"), including but not limited to any consents or waivers and any other
documentation required; and
"FURTHER RESOLVED, that Cheryl A. Fiege, Kenneth Lipinski or Kim
Kilkenny, any of them acting alone are hereby authorized to execute and deliver on
behalf of the Company any documents necessary to facilitate the filing of the application
to form the C:FD.
FURTHER REOL VED, that the general partner of the Partnership is authorized to
take such actions as are necessary in its discretion to effectuate the purpose of eaeh of the
above resolutions.
This Consent shall be effective for all purposes on October 4, 2006
GENERAL PARTNER:
VILLAGE II OF OTAY, GP, LLC
a Delawar limited liability company
B.
It
Kenneth Lipins
Agent
G:\Gdrive docs\Mora\CFDWillage 2 CFD\Applicatio~5"9Ptember 2006 Application-revised.doc
Page 46
EXHIBIT "E"
VILLAGE TWO OWNERSHIP
Land Gross
Lot# Builder Owner Neiahborhood Use Acres Portion APN
I Sunrise Otav Ranch II Sun 12, LLC R-12ICPF-5) MF 24.393 644-030-18 & 21
2 PCC Otav Ranch Village II-PC-13, LLC R-13 MF 10.386 644-030-21
3 Oakwood Otav Ranch Twenty-Two, LLC R-30 MF 10.344 644-030-21 & 23
4 UDATT Otav Proiect L.P. MU-3 MFIC 4.300 644-030-21 & 23
5 UDATT Otav Proiect L.P. C-IICPF-4) C 15.201 644-030-21 & 24
6 Oakwood Otav Ranch Eighteen, LLC R-14 MF 13.029 644-030-21 & 24
7 PCC Otav Ranch Village II-PC-15, LLC R-15, Por CPF-3 SF 8.258 644-030-21
8 Oakwood Otav Ranch Fifteen, LLC R-15 SF 10.862 644-030-21 & 24
9 UDATT Otav Proiect L.P. MU-2 MFIC 2.400 644-030-21
10 Oakwood Otav Ranch Twenty-One, LLC R-29 MF 7.096 644-030-21
11 UDATT Village II of Olav HB SUB, OP See (4) See (4) 44.218 644-030-19 & 21
12 UDATT Otav Proiect L.P. S-I School 10.342 644-030-21
13 Oakwood Otav Ranch Twenty, LLC R-28 MF 5.183 644-030-21
14 UDATT Otav Proiect L.P. MU-I MFIC 1.801 644-030-21
15 UDATT Otav Proiect L.P. P-I Park 1.414 644-030-21
16 Kane Otav Ranch IC R-5, LLC R-5 SF 12.008 644-030-21
17 Oakwood Otav Ranch Seventeen, LLC R-IO MF 1.069 644-030-21
18 Oakwood Otav Ranch Seventeen, LLC R-IO MF 0.931 644-030-21
19 Kane Olav Ranch IC R-5, LLC R-5 SF 1.629 644-030-21
20 Kane Otav Ranch IC R-9, LLC R-9 SF 2.805 644-030-21
21 Kane Otav Ranch IC R-9, LLC R-9 SF 4.060 644-030-21
22 Sunrise Otav Ranch II SUN 618, LLC R-6 SF 1.418 644-030-21
23 Kane Otav Ranch IC R-6, LLC R-6 SF 24.073 644-030-21
24 Kane Otav Ranch IC R-7, LLC R-7 SF 28.380 644-030-19 & 21
25 UDATT Otav Proiect L.P. CPF-I CPF-I 1.199 644-030-21
26 UDATT Village II ofOtav HB SUB, OP R-4 SF 48.179 644-030-10
27 Kane Otav Ranch IC R-4, LLC R-4 SF 38.075 644-030-10
28 UDATT Village II of Otav, L.P. Ind l-rNAP) Ind 49.408 644-030-10
29 UDATT Rancho Mesa, L.P. Ind I INAP) Ind 26.030 644-030-10
30 UDATT Otav Ranch Investments, LLC See 11) Seer 1\ 106.171 644-030-07 & 21
31 UDATT Village II ofOtav HB SUB, OP See (2) See (2) 63.595 644-030-07 & 21
32 UDATT Rancho Mesa, L.P. See (3) See (3) 47.104 644-030-21
33 UDATT Village II of Otav, L.P. Por R18A & B SF 4.464 644-030-21
34 UDATT Otav Proiect L.P. OS OS .62 644-030-16
35 City of SD City of San Diego Pineline Pineline Pineline 21.58 644-030-15
36 City of SD City of San Diego Pineline Pine line Pipeline .90 644-030-17
A UDATT Otav Project L.P. P-3 Park 6.929 644-030-21
B UDATT Otav Proiect L.P. P-2 Park 7.095 644-030-21
C UDATT Otav Proi ect L.P. P-4 Park 50.538 644-030-24
D UDATT Otav Proiect L.P. OS OS 32.701 644-030-24
Total 750.18
*UDA TT - undetermined at this time. NAP - Not a part.
These are final map acreage numbers.
O:\Odrive docslMora\CFDlVillage 2 CFD\Application~g;"'tember 2006 Application-revised.doc
Page 47
EXHIBIT "E"
VILLAGE TWO OWNERSHIP (Continued)
Lot# Owner Address TeleDhone Number
1 Otav Ranch II Sun 12, LLC 280 Newnort Center Drive #240Newoort Beach, CA 92660 (949) 640-8300
2 Otav Ranch Villaoe II-PC-l3, LLC 280 Newnort Center Drive #200Newnort Beach, CA 92660 (949) 640-8300
3 Otav Ranch Twentv- Two, LLC 270 Newoort Center Drive #240Newoort Beach, CA 92660 (949) 644-4202
4 Otav Proiect L.P. 610 Ash Street, #1500 SaD Die2o, CA 92101 (619) 234-4050
5 Otav Proiect L.P. 610 Ash Street, #1500 San Die~o, CA 92101 (619) 234-4050
6 Otav Ranch Ei~hteen, LLC 270 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 644-4202
7 Otav Ranch Villaoe II-PC-15, LLC 280 Newnort Center Drive #240Newoort Beach, CA 92660 (949)640-8300
8 Otav Ranch Fifteen, LLC 270 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 644-4202
9 Otav Proiect L.P. 610 Ash Street, #1500 San Die~o, CA 92101 (619) 234-4050
10 Otav Ranch Twentv-One, LLC 270 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 644-4202
II Villa~e II of Otav HB SUB, GP 280 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 640-8300
12 Otav Proiect L.P. 610 Ash Street, #1500 San Die~o, CA 92101 (619) 234-4050
13 Otav Ranch Twe;;N, LLC 270 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 644-4202
14 Otav Proiect L.P. 610 Ash Street, #1500 San Die~o, CA 92101 (619) 234-4050
15 Otav Proiect L.P. 610 Ash Street, #1500 San Diego, CA 92101 (619) 234-4050
16 Otav Ranch IC R-5, LLC 270 Newoort Center Drive #240Newnort Beach, CA 92660 (949) 644-4202
17 Otav Ranch Seventeen, LLC 270 Newnort Center Drive #240Newoort Beach, CA 92660 (949) 644-4202
18 Otav Ranch Seventeen, LLC 270 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 644-4202
19 Otav Ranch IC R-5, LLC 270 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 644-4202
20 Otav Ranch IC R-9, LLC 270 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 644-4202
21 Otav Ranch IC R-9, LLC 270 Newnort Center Drive #240Newoort Beach, CA 92660 (949) 644-4202
22 Otav Ranch II SUN 6/8, LLC 280 Newoort Center Drive #240Newnort Beach, CA 92660 (949) 640-8300
23 Otav Ranch IC R-6, LLC 270 Newnort Center Drive #240Newoort Beach, CA 92660 (949) 644-4202
24 Otav Ranch IC R-7, LLC 270 Newnort Center Drive #240Newoort Beach, CA 92660 (949) 644-4202
25 Otav Proiect L.P. 610 Ash Street, # 1500 San Die2o, CA 9210 I (619) 234-4050
26 Villaoe II ofOtav HB SUB, GP 280 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 640-8300
27 Otav Ranch IC R-4, LLC 270 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 644-4202
28 Villaoe II ofOtav, L.P. 280 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 640-8300
29 Rancho Mesa, L.P. 270 Newoort Center Drive #240Newoort Beach, CA 92660 (949) 644-4202
30 Otav Ranch Investments, LLC 270 Newnort Center Drive #240Newoort Beach, CA 92660 (949) 644-4202
31 Villa~e II ofOtav HB SUB, GP 280 Newnort Center Drive #240Newoort Beach, CA 92660 (949) 640-8300
32 Rancho Mesa, L.P. 270 Newnort Center Drive #240Newoort Beach, CA 92660 (949) 644-4202
33 Vil1a~e II ofOtav, L.P. 280 Newnort Center Drive #240Newnort Beach, CA 92660 (949) 640-8300
34 Otav Proiect L.P. 610 Ash Street, #1500 San Die~o, CA 92101 (619) 234-4050
35 City of San Dieoo 202 "C" Street, San Die~o, CA 92101 (619) 544-6806
36 City of San Dieoo 202 "C" Street, San Die.o, CA 92101 (619) 544-6806
A Otav Proiect L.P. 610 Ash Street, #1500 San Die2o, CA 92101 (619) 234-4050
B Otav Proiect L.P. 610 Ash Street, #1500 San Die2o, CA 92101 (619) 234-4050
C Otav Proiect L.P. 610 Ash Street, #1500 San Die2o, CA 92101 (619) 234-4050
D Otav Proiect L.P. 610 Ash Street, #1500 San Die2o, CA 92101 (619) 234-4050
G:IGdrive docslMoralCFDlVillage 2 CFD\APplication~~e~~ember 2006 Application-revised.doc
EXHIBIT "E"
VILLAGE TWO OWNERSHIP (Continued)
Lot ACQuisition
# Owner Date Purchase Price
I Otay Ranch II Sun 12, LLC June 15,2006 64,398,578.67
2 Otav Ranch Village II-PC-l3, LLC June 15,2006 32,536,739.73
3 Otav Ranch Twenty-Two, LLC Mav 31,2006 36,409,718.40
4 Otav Proiect L.P. Julv 30, 1999 OPLP Owner
5 Otav Pro;ect L.P. Julv 30, 1999 OPLP Owner
6 Otav Ranch Eighteen, LLC Mav 31,2006 $27,187,425.17
7 OtavRanch Village II-PC-15, LLC June 15, 2006 $7,487,200.00
8 Otav Ranch Fifteen, LLC Mav 31, 2006 $6,394,080.00
9 Otav Pro;ect L.P. Julv 30, 1999 OPLP Owner
10 Otav Ranch Twenty-One, LLC Mav 31,2006 $29,943,781.12
11 VillaQe II ofOtav HB SUB, GP June 15, 2006 UDATT
12 Otav Proiect L.P. Julv 30, 1999 OPLP Owner
13 Otav Ranch Twenty, LLC Mav 31,2006 $18,487,518.13
14 Otav Proiect L.P. Julv 30 1999 OPLP Owner
15 Otav Proiect L.P. Julv 30, 1999 OPLP Owner
16 Otav Ranch JC R-5, LLC Mav 31,2006 $25,089,152.00
17 Otav Ranch Seventeen, LLC Mav 31,2006 $9,144,549.33
18 Otav Ranch Seventeen, LLC Mav 31, 2006 A Dortion of 17, above
19 Otav Ranch JC R-5, LLC Mav 31,2006 A nortion of 16,above
20 Otav Ranch JC R-9, LLC Mav 31,2006 $18,505,888.43
21 Otav Ranch JC R-9, LLC Mav 31, 2006 A Dortion of 20, above
22 Otav Ranch II SUN 6/8, LLC June 15,2006 $2,780,960.00
23 Otav Ranch JC R-6, LLC Mav 31,2006 $22,166,144.00
24 Otav Ranch JC R-7, LLC Mav 31, 2006 $17,853,895.25
25 Otav Proiect L.P. Julv 30, 1999 OPLP Owner
26 VillaQe II ofOtav HB SUB, GP June 15,2006 UDATT
27 Otav Ranch JC R-4, LLC Mav 31, 2006 $26,485,497.28
28 VillaQe II ofOtav, L.P. June 30, 2006 UDATT
29 Rancho Mesa, L.P. June 30, 2006 UDATT
30 Otav Ranch Investments, LLC Januarv 19, 2006 $11,500,000.00
31 VillaQe II of Otav HB SUB, GP June 15, 2006 UDATT
32 Rancho Mesa, L.P. June 30, 2006 UDATT
33 VillaQe II ofOtav, L.P. June 30, 2006 UDATT
34 Otav Proiect, L.P. Julv 30, 1999 OPLP Owner
35 City of San DieQo Pending Citv of San DieQo
36 City of San DieQo Pending City of San DieQo
A Otav Proiect L.P. Julv 30, 1999 OPLP Owner
B Otav Proiect L.P. Julv 30, 1999 OPLP Owner
C Otav Proiect L.P. Julv 30 1999 OPLP Owner
D Otav Proiect L.P. Julv 30, 1999 OPLP Owner
*UDA TT - undetermined at this time.
G:IGdrive docslMoralCFDlVillage 2 CFDlApplicationg,L26'9'tember 2006 Application-revised.doc
Page 49
EXHIBIT "E"
VILLAGE TWO OWNERSHIP (Continued)
(1) Lot 30
Industrial 2 Ind (NAP)
Industrial 3 Ind (NAP)
R-20 SF
R-2l SF
R-23 SF
R-24 SF
R-25B SF
R-26 SF
(2\ Lot31
Por R-16 MF
Por R-17 SF
Por R-18A SF
PorR-19 SF
R-20 SF
Por R-2l SF
Por R-24 SF
R-25A SF
Por R-25B SF
Por R-26 SF
R-27 MF
CPF-2 CPF-2
(3\ Lot 32
Por R-16 MF
Per R-17 SF
Por R-2l SF
Por R-18A SF
Por R-18B SF
PorR-19 SF
(4\ Lot 11
Portion R-5 SF
R-8 SF
Portion R-9 SF
Portion R-IO MF
Portion R-ll MF
CPF-6 CPF-6
G:IGdrive docslMoralCFDlVillage 2 CFDlApplication'ql2. ~"f'tember 2006 Application-revised.doc
Page 50
EXHIBIT "F"
Village Two Permit Pull Absorption Schedule
oUs Jain47
160
130
63
44
50
101
31
11
55
"
63
"
"
Fub.o1 Mar...07 A .., Mom ""n-OT Jul..e7 A .., S .., Oct,07 Nov.,()7 oocm
s
, " 18
, 2. 1$
, 20 21
, 25
3 " 1$
S
Total
2007
3
s.
..
s
'"
..
"
,
.
'l'oC;il
Maltl.ram ou. ,...., F1l'b-07 .r.o7 r,(l7 MlI. -01 JurHI7 ,,1-07 Au .., S .., Octm Nov..(l7 Ooem -
.1G-P C Oakwood " , 1 ..
Rw11..pc 144 , 1$ 2
R-12- ,'''' 295 3 ,
fHJ- C ". , 1$ 21
R_14 """" '" 33 30 30 30 .. '"
R-I6-pce Oakwood 74 .
R.27,-Sutu1~ii 110
R.2a-Qakwood "
R-29-QakwOOd '" .
kwood 160 ,. 32 32 32 " '66
"" A . 71 . 2 -
T"'"
Mi;l(ltdUsa 011. ......., Feb-07 MIlIr-D7 A N>1 ..,. Jun.{J7' Jul-Q7 Au , , Oct.., Nov~7 Doc'" -
MU.1 10
Ml).2 mmen::lsl 12
M .3 .
... . . . .
O:~~Ktrrllmts Tofal
S !e ~amlJv ou. Jan..Q7 Feb4i7 Mar-ol A (,.fJ7 Mav.oT JlIn..07 Jul..07 Au ..(11 act-O, """.., 0&(:..07 2001
R20 .. 29 .
R-i1 , 3J
R.23 71 - f--
R.24 41 .
R.25 '" .
R.26 "
T"" 254 . . .
G:IGdrive docslMoralCFDlVillage 2 CFDlApp1ication'gT2/l'i!'tember 2006 Application-revised.doc
Page 51
EXHIBIT "F"
Village Two Permit Pull Absorption Schedule (Continued)
Total
.. III Faml OUS ;an... Feb.o8 Mar-08 ... .o. Jun..Qa Jul..Q8 Au ..(13 so ""'... Nov..Qa cGC-oa -
-4, , r.e 160 Z4 Z4 .
R~5 .sunrise, Kane 130 18 " " 8(1
-e.Kane, Sunrise 63 18 .1.
R-7.Kane 44
R..a.Sunl'!se 8(1 22 22
R.g-pCC or Kane '"' ,. 18 32
,1 C, akwo(,ld " " 12 34
R~17-Kane, SwlJistl 11 3 18 "
R-1SA-PCC Oa. 65 ,. 10
R-18B-Kane .. 3 " 21
R.t$-pee Kane 83 . 18 21
"",p 54 , 18 "
R.21-PCC, ~M '" , 18 "
R.23
,24 -
R.2S-PCC ,. , 18 21
5-unfise- " 3 18 1
0 1 48 48 1 , 11
TOtal
MLllti.Fmnll "U, "",... Feb.oa ...,... r-08 Jun-0.8 Jul..(J8 .o. So . Oet.oe Nov'" "",.o. 2006
R.10.PCC, OakWOOd '" ,. " ,.
R-11-PCC 144 18 18 ,.
R-12.Sumisa 26' 18 " 42
~ 149 18 18 36
R~140 " '"
.Ul. C Oakv.ocod 74 , 3
R-tT. unrlStl 110 , ,
R-2S ,""""" as , ,
R .29-0akwoc:d 152 , " 20 "
.SO- akwooo 180 14 1
7018 1. . . -
'T<<at
Mixed Un """ JllMl8 Feb-oB Mar.oo .o. ... J",,'" J..... "" . .o. Oct... Nov-OU Oec..08 -
MU,1 "
MlJ..2Commercial " -
, ,.
"'" -
OR Investme.rlt:!l Total
$111 Ill' Familv OUS Jan43 Fe-b-l>fl Mar.;)S Apr..olJ. M .os Juo-08 Juj..Ql3 Au -'Is .o. Ocl-DB N(JII.{l8 ""'.o. 2006
R2D " - , " 17
R-ll " - , 18 21
R"23 n , , ia 21
R-24 41 , ,. 21
R-25 34 , 18 21
R..26 .. , 16 21
018 2.. 14 -
G:IGdrive docslMoralCFDlVillage 2 CFD\ApplicationillV.2~tember 2006 Application-revised.doc
llag;; r2
EXHIBIT "F"
Village Two Permit Pull Absorption Schedule (Coutiuued)
TQtal
SIll ~F.T)l1 D'" .la<Hl9 FeI)..otl I\ltlI;r..(l9 ,~. M ~. .Jt.lil.;(J9 Jul.oo . ~, Oct.a9 "ov... Doc'" ""'"
R-..4.PCC Kane 1$0 24 " ..
R-5- unrilm,Kan./l '''' 20 " 31
R.t..Kane. Sunri:lle "
R-T-Kane "
R.B. unrise '"' .
R-9-PCC or Kane 10 10 8 24
R-15-P C,Oakwood .,
R-H-Kane Sunrise ". is " 36
1eA-PC . Oakwood " ,. " " 55
R-18B-Kane " " . ;a
R_lg-pCC. Kane " is " "
0- C 54 " " "
R-21-PCC, Kane: 29 , ,
R.'" .
R-Z4 .
R-:!S-PCC 34 1 13
-2fl-unrlse 29 , ,
10 " ,., 1 . , .. " .
.
Mult!..fo ou. Jan... Feb...QS Mar-'J9 ,... ... Jun-09 Jul.;(J9 ... So , Oct... Nov-4)9 Ooc~' ""'.
R-tQ.pee Oakwood 90 is , "
R.ll.pee '" " " " 54
R-12.SiMlrise ". " 24 .
R.13-PCC ,.. " is ,.
R.14-0akv.ood '"
R.16-PCC Oakwood 74 " " ,.
R.Z7-Sunrlae 110 " " '38
.2s"oakwood .. " " ,
R-29-Oakwood 152 " " 52
R-30-alIwood ,,.
Total ". , 1 " "
0
Mixed U~ ou. Jan49 F-eb-08 ....... A r.tl8 ... JunMl Jel..J)$ ~ ... S. , Od-Qe Nov.o9 D..... 290'
MU-l 10 ,.
MU-' mercia! " " "
M- 38 38 36
ota ,
OR JnV1lstmt,lnta Total
SlnnteFamllu "'" Jan..Q$ ,...., ...,... Ar..Q9 M. ... Juo..oQ Jul.o9 ... So . Get-OS Nov-G9 D..... '00'
R"20 " 12 "
'1':21 " 12 "
!R';'~;] 71 Hi " 38
R<?4 41 " 22
R-25 34 " 13
R-26 .6 " " "
'54 . , 1
G:IGdrive docslMoralCFDWillage 2 CFDlApplicationW1S2l'tember 2006 Application-revised_doc
P'age 5~
EXHIBIT "F"
ViII age Two Permit Pull Absorption Schedule (Continued)
T"""
Sin leFaml ou, Jan-iO Feb.1t1 rq,r-10 10 Ma .10 Jun-10 J1.iJ-10 Au -10 $&.10 Oct.H' NaY.10 O$c-1D 2010
R4.PCC Kana 16' 24 24 13 61
R.5 -Sunrise, Kane '"
R.IS-Kane Sunli$e '"
R.7.Kane 44
R.8.suniis.e 50
R.g.PCC or Kane 101 -
R.1S.pee OakwOOd 37
R.17-Kane. SUnrise 119 18 18 '"
R-teA- C O..kwood 6' -
R.1SB-Kane ..
R.1$l-PCC, K;me ., " , 26
H2O-pee 54
R-21.PCC Kane 26 -
R.23
1'1:.24
R-ZS-PCC " -
R-26 " 2.
"'" 1 24 18 " , 1 1
0
Multi..f-amll DIJs Jan.10 Feb-10 MaMO A r-10 Ma .10 Jun.10 .k,t1-10 .10 -10 Oct.to Nev-i0 Dee.10 201Q
R.lO.PCC, Oakwood '"
R.11-PCC 144 18 15 :lS
R-12 "rise 29. 24 24 24 72
R-1:3-PCC 14' " 18 '"
R.14-0.1MOOd 14'
R-16-PCC, Oakwood 74 18 17 '"
R.27-5unrlse 110 18 18 "
R-2$.Oakwood 85 18 18
R-29- akwood 152 25 20 ..
R..J(l. aKWOOd 100
1 . - 15 " 24 2
0
Mb.ed Un D(Jo Jan-10 F",O Mar-10 .10 M -10 Jun-10 Jut.iO -10 Se -10 Od-fO NoY-10 Oee-10 2010
MU.' 10
MU-2Ccrmll1eJciaI 12
MU-3 "
... 0 - -
ORlnvef>tmltnts Total
Sln"IoFamHII D(Jo ""'~. Oec.oa "'*"" 0",'" 0",'" Oec..o9 """" Doc'" Otl.l;-09 00<00. o.c-09 D9C~ 2010
,R20 20
R.21 " .-.. "--ci-
R.2~ " '"
R.24 <1
R.2S 34
-26 "
.
G:IGdrive docslMoralCFDlVillage 2 CFD\Applicatio~16~tember 2006 Application-revised.doc
!lage S"4
EXHIBIT "F"
Village Two Permit Pull Absorption Schedule (Continued)
B'Y9nd
Sl "Fami ou. 20HI
4- "
R-5..sumise Kane 130
R.$-Kans Sunrise- "
R-7- , ...
R-8-SUnrlae 50
.g. em Kane '0'
R.15.PCC. OakWood 37
R.17.~ne,Sunrise 1.19 ,.
R. ~ aA.p kwooC "
R.1eB-K8ne- ..
R-019-PCC Kane 83
R..21-P .""', '"
R-23
R.24
-,..5-PCC 34
.,. ,.
"".
Multi-Faml OU. ""0
R-10-PCC. Oakwood 110
R-il-PCC 144
R.12-SunI1W "5 ''''
R-,2 C '" 20
R-lli-Oakwood ,
R.,e. ."''''''''' 74
R.27 "on.. '10 37
R-28..QaKWOOd " '"
R-2Q..Qakwoori 152
..JO-Oa W'CIOd '"
... 425
MIxed Uae OU, 20'0
MU-l 10
MU-2 Commerdal 12
MU. 311
...
ORlnvutmtlnts '""""[)U';- s:~,.
$,....,. Fa;;a:.-
R20 "
R-2l 33
R-23 71
R.24 4t
R-Z5 "
." ..
... '54
G:IGdrive docslMoralCFDlVillage 2 CFDlApplicationW.2ewtember 2006 Application-revised.doc
P'age 5"5
EXHIBIT "G"
TIMING OF DEVELOPMENT
The Otay Ranch Village 2 project received several approvals in May of 2006. They
include approval of the Tentative Map, certification of the EIR, approval of the SPA Plan,
approval of PC District Regulations, and approval of the project's first Final "A" Map
and associated Subdivision Improvement Agreement and Supplemental Subdivision
Improvement Agreement.
The Village 2 community is broken down into four phases. These phases are identified as
Village 2 East, North, South, and West. They vary in size and number of dwelling units.
General timing of each phase:
EAST: Rough grading is complete, underground utilities are underway at this time with
surface improvements planned to be in place in the spring of2007.
NORTH: Rough grading is underway at this time, underground utilities are planned to
start in April of 2007, and surface improvements are planned to be in place by fall of
2007.
SOUTH: Rough grading may begin as soon as early summer 2007. Underground utilities
will follow with completion of surface improvements in fall 2008.
WEST: Rough grading is expected to start here early 2008. Underground utilities will
follow with completion of surface improvements expected in the fall of2008.
G:IGdrive docslMoralCFDlVillage 2 CFD\ApplicationW.2~"}'tember 2006 Application-revised.doc
fage 56
EXHIBIT "H"
The district includes the Developers ownership which has several levels of entitlements as
follows:
. City of Chula Vista General Plan designation of Planned Community (PC) (October
23, 1993).
. City ofChula Vista General Development Plan (GDP) (October 23, 1993).
. Environmental Impact Report for the Chula Vista General Plan and GDP, October 23,
1993. (Affirmed by the California Superior Court, Court of Appeals and Supreme
Court. Chaparral Greens v. Baldwin Builders)
. Preannexation Development Agreement between the City of Chula Vista and Otay
Project, LLC March 4,1997 vesting the Otay Ranch GDP.
. Otay Ranch final program EIR, Ogden, Dec. 1992
Technical Studies and Plans Completed for Village Two include:
. Summary of Existing Biological Resources Data for Otay Ranch Village Three,
prepared by Dudek & Associates, January 2006
. Biological Resources Report and Impact Assessmentfor Otay Ranch Villages Two
and Three, prepared by Dudek & Associates, February 2006
. A Report of An Archaeological Evaluation of Cultural Resources at the Otay Ranch
Village Two SPA, prepared by Brian Smith and Associates, February 3,2004
. Air Quality Report for the Otay Ranch Villages Two and Three, Planning Areas I8B
and a Portion of Village Four SPA, prepared byRECON Environmental, Inc.,
December 19,2005
. Revised Noise Technical Reportfor Otay Ranch Villages Two and Three, Planning
Area 18B & a Portion of Village Four, prepared by RECON Environmental, Inc.,
December 19,2005
. Traffic Impact Analysis, Otay Ranch Village 2,3 and Planning Area 18B, prepared by
Linscott, Law & Greenspan, November 22, 2005
. Preliminary Investigation, Otay Ranch Village Two, prepared by Geocon, Inc.,
August 18, 2003
. Phase 1/11 Environmental Site Assessment, Otay Ranch Village 2, prepared by Geocon
Consultants, Inc., November 4, 2002
. Phase 1 Environmental Assessment, Otay Ranch Village Two East, prepared by
Geocon, Inc., June 30, 2004
. Master Drainage Study for Otay Ranch Villages 2, 3, and 4, prepared by Hunsaker &
Associates, July 14, 2005
. Overview of Sewer Service for Otay Ranch Villages Two and Three and a Portion of
4 and Planning Area I8b, prepared by Wilson Engineering, February 2006
. Overview of Water Service for Otay Ranch Villages 2 and 3, prepared by Wilson
Engineering, November 2005
. Otay Ranch Villages 2, 3 and a Portion of 4 SPA Water Conservation Plan, prepared
by Wilson Engineering, February 2006
G:IGdrive docslMoralCFDlVillage 2 CFD\Application~2. ~'R'tember 2006 Application-revised.doc
J:l"age si
EXHIBIT "H" (continued)
. Water Quality Technical Reportfor Otay Ranch Villages 2,3 and 4, prepared by
Hunsaker & Associates, October 28, 2005
. Otay Water District Water Supply Assessment and Verification Report, Otay Ranch
Village Two, Three and portions of Villages Four, Seven and Planning Area i8h
Sectional Planning Area Plan, prepared by Otay Water District, December 2003
. Otay Ranch Village Two, Three, and a Portion of Village Four Final Second Tier
Environmental impact Report, prepared by City of Chula Vista, May 2006
Map and Plan Status:
. Village Two General Plan Amendment - Approved May 23,2006
. Village Two Tentative Map - Approved May 23, 2006
. Village Two "A" Map - Approved May 26, 2006
. Village Two SPA Plan - Approved May 23, 2006
. Village Two EIR - Final EIR May 2006
. Village Two Map Conditions issued
. First "B" Map approvals anticipated April 2007
G:IGdrive docslMoralCFDlVillage 2 CFD\APplication~iIJftember 2006 Application-revised.doc
EXHIBIT "I"
PROPOSED FACILITY LIST
Improvements Cost Estimates
Heritage Road - Olympic Parkway to Main Street $29,767,362
Rock Mountain RoadlMain Street (Heritage Rd to La Media) $28,238,875 City 2005 TDlF estimate
PFDlF Facilities - Rancho Del Rey Library $20,671,475
Pedestrian Bridges $2,750,018
Backbone StreetslUtilities/Bus Shelters $29,197,502
Traffic Signals Included with Backbone Street estimate
Slope Landscaping $9,890,620
Public Landscaping Corridor $150,000
Environmental Mitigation $1,500,000 allowance
Waterlines - Non-CIP $3,614,000
Open Space Preserve Land $7,825,170
Community Park Improvements $3,245,525
Town Square $555,785
TO"l1 Center Drive (Otay portion of the cost) $500,000
The City ofChula Vista will own and maintain all improvements with the exception of the waterlines
which will be owned by the Otay Water District. The public landscaping corridor could be used by
MTDB; otherwise it will remain a public landscape corridor maintained by the Open Space District.
Heritage Road and Rock Mountain Road are the two TDIF improvements on the proposed facility
list.
G:\Gdrive docslMora\CFD\Village 2 CFD\Applicatio~V.1-AAPtember 2006 Application-revised.doc
~agJ ~
EXHIBIT "J"
Village Two Endangered Species Findings
Two species of plants, the Otay tarplant (Deinandra canjugens) and San Diego thornmint
(Acanthamintha itlicifalia) which are both listed as endangered by the California Department of
Fish and Game (CDFG) and threatened by the U.S. Fish and Wildlife Service (USFWS) were
detected onsite. No other listed plant species were detected onsite.
Recent wildlife surveys have confirmed the presence of 14 pairs of the federally-listed threatened
coastal California gnatcatcher (Polioptila califarnica calif arnica), as well as several State
Species of Concern including sharp-shinned hawk (Accipiter straitus), white-tailed kite (Elanus
leucurus), coastal cactus wren (Campylorhynchus brunneicapillus causei), mountain bluebird
(Sialia currucoides), southern California rufous-crowned sparrow (Aimaphila ruficeps),
loggerhead shrike (Lanius ludovicianus), California homed lark (Eremaphila alpestris actia), and
San Diego black-tailed jackrabbit (Lepus californicus bennettii). One raptor nest was observed
in the central portion of the Village Two site.
The EIR was approved 5/23/06 and includes a Mitigation Monitoring and Reporting Program
that details required mitigation for impacts to sensitive species identified on the project site and
described above.
G:IGdrive docslMoralCFDWillage 2 CFD\APPlication~;. ~~tember 2006 Application-revised.doc
EXHIBIT "K"
OTA Y PROJECT, L.P.
(A Califorllia Limited Partnership)
FINANCIAL STATEMENT-
ESTIMATED CURRENT VALUE BASIS
(Internally Prepared)
June 30, 2006
G:IGdrive docslMoralCFDWillage 2 CFDlApplicationWl''!Ptember 2006 Application-revised.doc
Ifage 51.
EXHIBIT "K" (Continued)
INDEX TO FINANCIAL STATEMENTS
Statement of Assets, Liabilities and Partners' Capital-
Estimated Current Value Basis (Internally Prepared) ..................................................... 1
Notes to Estimated Current Value Basis Statement (Internally Prepared)...................... 2
G:IGdrive docslMoralCFDWillage 2 CFDlApplication\:V.2/'!'J'tember 2006 Application-revised.doc
P'age 6'2
EXHIBIT "K"(Continued)
OTAY PROJECT, L.P.
(A Califomia limited partnership)
STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
Estimated Current Value Basis (Internally Prepared)
June 30, 2006
ASSETS
Cash
Receivables
Due from affiliates
Real estate project
Investment in unconsolidated entities
Other assets
$ 5,519,004
1,562,557
5,069,419
306,643,000
1,096,145,317
99,010
$1,415,038,307
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued liabilities
Due to related party
Estimated liability for completion of uncompleted
land sales contracts
$ 3,646,762
5,132,575
173,000,000
181,779,337
Commitments and Contingencies
Partners' capital
1,233,258,970
$1,415,038,307
Page 63
3 - 7 4The accompanying notes are an integral part of statement.
EXHIBIT "K"(Continued)
1. ORGANIZATION
Otay Project, L.P., a California limited partnership (the "Partnership"), was formed on January
20, 1999. As of June 30, 2006, Otay Project, LLC, a California limited liability company and
Otay Ranch Development, LLC, a Delaware limited liability company ("ORD") had a 99.9% and
0.1 % ownership interest in the Partnership, respectively. The primary business of the Partnership
is to own, develop and sell the Otay Ranch Project (the "Property").
Profits, losses and distributable cash are allocated to the partners III accordance with the
Partnership agreement.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The statement has been prepared by management to present the estimated current value basis of
assets, liabilities and partners' capital of the Partnership, which is not intended to be a
presentation in conformity with accounting principles generally accepted in the United States of
America. Management believes that current value information provides more meaningful
information to the users of the financial statements including lenders, bonding agencies and
investors.
The estimated current value of the assets and liabilities presented do not represent their liquidation
values. Further, the estimated current value basis statement of assets, liabilities and partners'
capital is not intended to measure the net realizable value or market value of the Partnership taken
as a whole; rather, the estimated current value basis statement of assets, liabilities and partners'
capital present the estimated current values of those assets and liabilities included in the cost basis
statement of assets, liabilities and partners' capital and do not reflect other factors which may
impact the market value of the Partnership taken as a whole.
In addition, amounts ultimately realized by the Partnership from the disposal of properties may
vary significantly from the estimated current value presented.
~,;gl ~4
EXHIBIT "K"(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Principles of Valuation
The estimated ,current value of the Real Estate Project was based upon an appraisal report
prepared as of December 31, 2005 by an independent Member Appraisal Institute ("MAl")
appraiser and represents the estimated current market value based on a bulk sale of the fee simple
interest in the Property, adjusted for land sales and managements estimate of remaining current
land values,
The estimated current value of the uncompleted land sales contracts was based upon the billings
on the contracts received less cost actually incurred and cost estimated to be incurred to complete
the improvements required by the contracts.
Other assets and liabilities are presented at their historical income tax basis amounts because
these amounts do not differ materially from their current values.
Concelttration of Risk
The Partnership's financial instruments that potentially expose the Partnership to a concentration of
credit risk consist of cash. The Partnership places its cash with high credit quality institutions. From time
to time, the Partnership maintains cash balances at certain institutions in excess of the Federal Deposit
Insurance Corporation ("FDIC") limit of $100,000. As of June 30, 2006, the Partnership's cash is
held in three accounts with one financial institution, of which, $5,717,803 was in excess of FDIC
insurance limits.
The Partnership consistently reviews the collectibility of its receivables and provides an
allowance for doubtful accounts when appropriate. Management believes that the Partnership
will collect all receivables at the balance sheet date, and; accordingly, the accompanying
financial statement does not include an allowance for doubtful accounts.
The Property owned by the Partnership is located in Chula Vista, California. Accordingly, there
is a geographic concentration of risk subject to fluctuations in the local economy. Additionally,
the Partnership's operations are dependent upon the real estate industry, which is historically
subject to fluctuations in the local, regional and national economies.
Income Taxes
Under provisions of the Internal Revenue Code ("IRC") and applicable state laws, partnerships
are not subject to income taxes. Accordingly, no provision has been made for such taxes in the
Partnership's financial statement as the partners report their share of the Partnership's income or
loss in their individual income tax returns.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
3-76
Page 65
EXHIBIT "K"(Continued)
The preparation of the Partnership's Statement of Assets, Liabilities and Partners' Capital -
Estimated Current Value Basis requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities as of June 30, 2006. Actual results could materially
differ from those estimates in the near term.
3. ESTIMATED LIABILITY FOR COMPLETION OF UNCOMPLETED LAND SALES
CONTRACTS
Land sales contracts with merchant homebuilders obligate the Partnership to complete
improvements such as grading, water and sewer lines, storm drains, roads and parks. In addition,
the Partnership is required to provide utilities to each site and to construct certain common area
walls and landscaping.
As of June 30, 2006, the Partnership estimated the remaining costs to be incurred to complete the
improvements required by the land sales contracts and land transfers to be approximately
$173,000,000.
4. INVESTMENT IN UNCONSOLIDATED ENTITIES
The Partnership is an 80% member in AB FINCO, LLC, a Delaware limited liability company
("AB FIN CO") and an 80% member in JB FINCO, LLC, a Delaware limited liability company
("JB FINCO").
AB FINCO's operations primarily consists of making, purchasing, and collecting loans as well as
investing in other entities. AB FINCO holds a 45% interest in Village Nurseries Wholesale LLC,
a California limited liability company ("VNW"), a 44.415% interest in Village Nurseries L.P., a
California limited partnership ("VN"), a 90% interest in Glenn Ranch, LLC, a Delaware limited
liability company ("Glenn Ranch"), and a 35% interest in Carmel Valley Partners I, a California
general partnership ("CVPI "). The operations of VNW consist of growing, selling, and
distributing nursery products at wholesale to the nursery and landscaping industries throughout
the western United States. The operations of VN consist of selling nursery products to landscape
contractors and walk-in retail customers primarily in the southern California area. The operations
of Glenn Ranch consist of land development activities in the Portola Hills Project in Lake Forest,
California and the Otay Ranch Project in Chula Vista, California. CVPI owns a shopping center
located in San Diego, California.
4. INVESTMENT IN UNCONSOLIDATED ENTITIES (continued)
JB FINCO's operations primarily consisted of making, purchasing, and collecting loans as well
as investing in other entities. JB FINCO holds a 45% interest in VNW, a 44.415% interest in VN,
a 90% interest in Rancho Portola, LLC, a Delaware limited liability company ("Rancho Portola")
and a 35% interest in CVPl. The operations of Rancho Portola consist of land development
activities in the Portola Hills Project in Lake Forest, California and the Otay Ranch Project in
Chula Vista, California. CVPI owns a shopping center located in San Diego, California.
~a~n6
EXHIBIT "K"(Continued)
The investment balances in these entities were as follows as of June 30, 2006:
AB FINCO, LLC
JB FINCO, LLC
$ 566,651,389
529,493,928
$ 1,096,145,317
Unaudited condensed, combined tax basis financial information of AB FINCO and JB FINCO is
as follows as of June 30, 2006 and for the six months then ended:
ASSETS
Cash
Notes Receivable - Related Parties
Investments in unconsolidated entities
$ 27,312
954,749,308
321,871,185
$ 1,276,647,805
LIABILITIES AND CAPITAL
Accounts payable and accrued liabilities
Capital
Net Income
The Partnership's share in net earnings
$
1,276,647,805
$ 1,267,647,805
$ 26,364,420
$ 26,348,820
$ 18,261,283
Revenues
5. RELATED PARTY TRANSACTIONS
Affiliates of the Partnership were reimbursed by the Partnership for payroll in the amount of
$136,40 I for the six months ended June 30, 2006.
The Partnership has provided unsecured advances to related parties in the amount of $5,069,419
as of June 30, 2006. The advances bear interest ranging from 5 % to 10%. The advances are due
on demand and are included in due from affiliates in the accompanying statements of assets,
liabilities and partners' capital. An affiliate of the Partnership has provided advances to the
Partnership totaling $5,132,575 as of June 30, 2006. The advances bear an interest rate of 5%.
In April 2006, the Partnership contributed land with an estimated fair market value of
$81,262,000 and $82,183,600 for an additional investment in AB FINCO and JB FINCO,
respectively (see note 4).
3-78
Page 67
EXHIBIT "K"(Continued)
In May and June of 2006, the Partnership contributed related party notes totaling $278,648,230
and $263,192,016 from the sale of property for an additional investment in AB FINCO and JB
FINCO, respectively (see note 4).
A significant portion of the Partnership's land sales are to affiliated entities. Other related party
transactions are disclosed elsewhere in these financial statements.
6. COMMITMENTS AND CONTINGENCIES
The Partnership is liable for obligations incurred in the normal course of business for completion
of contracts relating to the improvement of the Property. Management believes that these matters
will not have a material adverse effect on the financial statements.
Protected and Endangered Species
Certain protected or endangered plants and wildlife may inhabit portions of the Property.
Consequently, certain mitigation measures may be required; however, it is not currently possible
to estimate the scope or magnitude of such measures. Management does not believe the
mitigation measures that may ultimately be required beyond those included in current budgets
and costs will have a material adverse effect on the Partnership's financial position.
Performance Bonds
The Partnership has performance bonds outstanding of approximately $68,701,000 as of June 30,
2006, securing completion of various infrastructure improvements.
6. COMMITMENTS AND CONTINGENCIES (continued)
Infrastructure Financing
In the jurisdictions in which the Partnership is developing the Project, assessment district and
community facilities district bonds are issued by government instrumentalities to [mance major
infrastructure improvements. As a land owner benefited by these improvements, the Partnership
is responsible for the assessments on its land. Generally, when the land parcels are sold, the
assessments are either repaid or the buyers assume the responsibility for the related assessments.
Encumbrances
A portion of the Property in Village 13 has been encumbered by a deed of trust in favor of a third
party (the "ORD Deed of Trust") to secure the obligation of one or more of ORD's predecessors.
ORD is responsible for payment and performance under the ORD Deed of Trust and has
indemnified the Partnership against any claims, losses and costs arising there from. The
outstanding balance of the obligation was $5,668,036 as of June 30, 2006.
3-79
Page 68
EXHIBIT "L"
Existing Trnst Deeds, Loans and Constrnction Financing on Project
OWNER Parcel Lender Loan Amount Lender's Address
Otay Ranch IC R-4, LLC R-4B R.E. Loans, LLC $16,750,000. 201 Lafayette Circle 2nd Fir, Lafayette, CA
94549
Otay Ranch IC R-6, LLC R-6B First Bank & Trust $24,500,000 4301 MacArthur Blvd 2nd FIr., Newport
Beach, CA 92660
Otay Ranch IC R-7, LLC R-7 Chinatrust Bank $24,170,000 22939 Hawthorne Blvd. Torrance, CA 90505
Otay Ranch IC R-9, LLC R-9B Central Pacific Bank $23,500,000 220 S. King St, 2nd Fir Honolulu HI 96813
Otay Ranch Eighteen, LLC R-14 Keybank National Assoc. $21,000,000 2 Park Plaza, Suite 750, Irvine, CA 92614
Otay Ranch Twenty Two, LLC R-30 United Commercial Bank $30,800,000 711 Van Ness Ave. San Francisco, CA 94111
Otay Ranch Investments, LLC Lot 30 First Bank & Trust $33,500,000 4301 MacArthur Blvd 2nd FIr., Newport
Beach, CA 92660
Rancho Mesa, LP IND IB R.E. Loans, LLC $16,750,000. 20 I Lafayette Circle
. loan encumbers both R-4B and IndustriallB
3-80
Page 09
EXHIBIT "M"
VILLAGE TWO
PROPERTY TAX BILLS
200512006 APN's Villa~e 2 Acreue 200512006 Tax 2006/2007 Tax Notes
644-030-07 Cut to 644-030-25, 26 $14,237.56 $15,347.32 2005/2006 Property Taxes Pd.
. 644-030-25 31.08 $0.00 $0.00 New as of7/28/06
. 644-030-26 76.93 $0.00 $0.00 New as of 7/28/06
644-030-10 174.72 $29,053.96 $50,617.74 2005/2006 Property Taxes Pd.
Portion includes Industrial - NAP
644-030-14 Cut to 644-030-24 $34,617.20 $0.00 2005/2006 Property Taxes Pd.
. 644-030-24 126.50 $0.00 $17,604.84 New 7/28/06 (Wolf Canyon,
Community Park, MSCP)
644-030-15 21.58 Paid $1,079.26 City of SD Pipeline
644-030-16 .62 $499.74 $586.58 2005/2006 ProoerlY Taxes Pd.
644-030-17 .90 $0.00 $0.00 Portion of City of SD Pineline
644-030-18 13.27 $31,619.84 $33,719.80 2005/2006 ProoerlY Taxes Pd.
644-030-19 3.24 $227.14 $621.70 2005/2006 Property Taxes Pd.
644-030-21 387.13 $64,436.38 $112,216.50 2005/2006 ProoerlY Taxes Pd.
644-030-23 .90 $0.00 $0.00 2005/2006 Property Taxes Pd.
Total Ownershio 836.87 $174,691.80 $231,793.70
]" and 2" installments are paid in full for 2005/2006 tax year. I" and 2" installments for 2006/2007 taxes due
12/11/06 and 4/10/07, respectively.
3-81
Page 70
EXHIBIT "M" (Continued)
TOJ:.l FRfE ..
FAX:
PAY ONUNE:
(871) TAX4SOC (8294732'
(619) 531_
wWw.sdtreutax.com
PROPERTY AODREi'SS a DESCRIFnONa
SUBDIVISION
Mailing and Situs Address Cannot Be Snown In
Campl1i1oce To Government Code SectIon 6254.21
Current BIRCH STEPHEN&MARY FOUNDATION
OWner IHe
MAP NO DESCRIPTION VALUes ..
EXEMmONS
000862 LAND $ 1042833
DOCUMENT IMPROVEMENTS 0
NO
2.1970 TOTAL llU 1042833
DOCUMENT PERSONAL PROPERTY
DATE 0
05130/97 EXEMPnONS
HOMEOWNERS $ 0
OTHER 0
NET TAXABLE VALUE 1042833
OWNmop'
RECORD ON BIRCH STEPHEN&.MARY
].t.NUARY 1, . FOUNDATION tNC
:100.
PARCEL NO TAX RATE AREA CORTAC NO FIRST INSTALLMENT SECOND INSTALLMENT TOTAL DUE
644-<l3<l.Q7 -00 0125<
AGENCY
1% TAX ON NET VALUe
7,673.66 +
YOUR TAX DISTRIBUTION
BASE
NET
VOTER APPROVED BONDS:
GEN BOND CHUtA VISTA GLEM SCHOOL 1999A
GEN BOND CHUtA VISTA ELEM SCHOOL 2000B
GEN BOND CHUtA VISTA ELEM SCHOOL ,..DC
GEN BOND CHULA VISTA ELEM SCHOOL 19980
GEN BOND CHUtA VISTA ELEM SCHOOL 1998E
Gel BONO CtiULo\ VISTA ELEM SCHOOL 1998F
GEN BONO CHULA VISTA ElEM SCHOOL
1998G
GEN BOND CHULA VlSTA ElEM SCHOOL 2005
REF
HI BOND SWEElWA TER 2000A
HI BOND SWEETWATER 200<18
HI BONO SWEETWATER 2000C
SOUTHWESTERN COMMUNITY COLLEGE
BONO 2000
SOUTHWESTERN COMMUNITY COLLEGE
80ND200012004
SOUTHWESTERN COMMUNITY COLLEGE
BOND REFUND 20058
MWO DIS REMAINDER OF SDCWA 1501999.
TOTAL ON NET VALUE
FIXED CHARGE ASSMTS:
CWA WTRAVAJlAB1UTY
MWO WTR STANDBY CHRG
WATER AVAltABlLITY
MOSQUITOIDISEASE CTR
CO.MOSQUlTOfRAT CTRL
TOTAL AMOUNT
PHONE
858-522.eiOO
800-755-6864
619-8TQ..221l4
800-273-5167
aOQ..2.T3-5167
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
3-82
Page 71
7,673.68
= 15,:>47.32
RATE TAX AMOUNT
1.00000 10.4~8.J3
0.00316 32.95
0.00000 0.00
9.OQ1n 18.4.
0.00264 27.53
0.00269 28.05
0.00343 35.76
0.00408 42.54
0.00885 92.29
0.00696 72.58
0.00537 56.00
0.00783 81.65
0.00511 53.29
0.00000 0.00
0.00894 93.22
0.00470 49.01
1.06553 11112.00
1342.50
1546.S8
1342.50
1.78
2.23
15347.32
EXHIBIT "M" (Continued)
SAN DIEGO COUNTY 2006-2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July 1,2006 and Ending June 30,2007
Check one or both boxes to indicate which installments(s) you will be paying online. Then click Add Selected Installmant{s} to Cart 10
continue. The second installment can be paid at the same 1ime or after the first Installment.
INSTALLMENT DUe DATE DELINQUENT AFTER PAYMENT STATUS A"!OUN
First Installment 12-11-2006 12-11.2006 DUE 7 t673.66
Second Installment 04.10-2007 04-10-2007 DUE 7,673.66
Total 15,347.32
I? Pay First Installment OR
n Pay Both Installments 15,347.32
--
~
~
~
f.~e!ll!Y._.Asked ouestions
Technical Support for OnUne Services
If you need technical support for this online services application, please email the Treasurer .Tax Collector.
3-83
Page 72
EXHIBIT I'M" (Continued)
TOLL FREE:
fAX~
PA.Y ONL1NE~
(8m TAJ<.4S0C (82H732)
(819) 531-6056
www.$dtreastax.com
PIl.OPERTY ADDRESS . DESCRJPTION~
SUBDM5ION
Mailing and Situs Address Cannot B. Shown In
Compliance To Government Code Section 6254.21
Current OTA Y PROJECT LP AND aT AY PROJECT
Owner LP AND QTAY PROJECT LP
MAP NO
PMl8471
DOCUMENT
NO
527487
DOCUMENT
DATE
07/30/99
DESCRIPTION
VALUES ..
EXEMPT10NS
$ 1790510
o
1790510
o
LAND
IMPROVEMENTS
TOTAL Lr.I
PERSONAL PROPERTY
EXEMPTIONS
HOMEOWNERS
OTHER
NET TAXABLE VALUE
$ 0
o
1790510
OWNIR 0'
R"CO"" ON DTAY PROJECT LP AND DTAY
,JANUARV 1, PROJECT LP AND OTAY PROJECT LP
2006
PARCEL NO TAX RATE AREA COkTAC NO FIRST INSTALlM!:N" SECOND INSTALLMENT TOTAL Due
644-4)30-10-00 01265
25.308.11 +
YOUR TAX DISTRlBUTION
BASE
NET
AGENCY
1% TAX ON NETYALUE
VOTER APPROVED BONDS:
GEN BOND CHULA VISTA ELEM SCHOOL 1!l99A NET
GEN BOND CHULA VISTA ELEM SCHOOL 2000B NET
GEN BOND CHULA VISTA ELEM SCHOOL 1998C NET
GEN BOND CHULA VISTA ELEM SCHOOL 19980 NET
GEN BCHO CHULA VISTA ELEM SCHOOL 1998E NET
GEN BONO CHULA VISTA ELEM SCHOOL 1998F NET
GEN BOND CHULA VISTA ELEM SCHOOL NET
199aG
GEN BOND CHULA VISTA ELEM SCHOOL 2005 NET
REF
HI BOND SWEETWATER 2000A NET
HI BOND SWEETWATER 2000B NET
HI BOND SWEETWATER 2000c NET
SOUTHWESTERN COMMUNITY COUEGE NET
IlOND 2000
SOUTHWESTERN COMMUNITY COLLEGE NET
BOND 2000I2004
SOUTHWESTERN COMMUNITY COLLEGE NET
BOND REFUND 2OO5Il
OTAY WATER IMP DIST NO 22. DEBT SERVICE N.ET
OTAV WATER IMP OIST NO 'l:l ~ OEBT SERVICE NET
MWD [)IS REMAINDER OF SOCWA 15019999 NET
TOTAL ON NET VALUE
FIXED CHARGE ASSMTS:
PHONE
CWA WTR AVAlLABIUTY
MWD WTR STANDBY CHRG
WATER AVAlLABIUTY
CFO 98-1_0TAY PROJ
85S-522-<l900
800-15'-6864
61lHm1-2284
80Q..616-7516
3-84
Page 73
25,308.61
... 50,817.74
RATE TAX AMOUNT
1.00000 17.905.10
0.00316 56."
0.00000 0.00
0.00177 31.69
0.00264 41.26
0.00268 48.16
0.00343 61.041
0.00408 73,05
0.00885 158.46
0.00696 124.61
0.00537 96.15
0.00753 14Q.19
0.00511 91.49
0.00000 0.00
0.00894 160.07
0.00000 0.00
0.00700 125.33
0.00470 84.15
1.07253 19204.00
1147.20
2012.74
5241.60
22407.84
EXHIBIT "M" (Continued)
MOSQUITO/OISEASE CTR
co MOSQUITO/RAT CTRL
800-273-5167
800-273-5167
2.34
2.28
TOTAL AMOUNT
SAN DIEGO COUNTY 2006-2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July 1,2006 and Ending June 30,2007
50617.74
Check one or both boxes to Indicate which Installments(s) you will be paying online. Then click Add Selected lnstallment(s} to Cart to
continue. The second inslallment can be paid at the same time or after 1he first installment.
INSTALLMENT DUE DATE DEUNQUENT AFTER PAYMENT STATUS AMOUNT
First Installment 12.11.2006 12-11-2008 DUE 25,308.87
Second Installment 04-10-2007 04-10.2001 DUE 25,308.87
Total 50,617.74
Pi Pay First I"stallmant OR
C Pay Both Instillllmenls 50.617.74
- .. J$J~"
&"IillO;'ll
. ..
~~
" . ...':." ....,
~~
FreQuentlv Asked OUestjOI~
Techuical Support for Online Services
If you need technical support for this online services. application, please email the Treasurer -Tax. Collector.
3-85
Page 74
EXIDBIT "M" (Continued)
TOU fRI!!"~ :
FA)(,
PAY ONUNE:
(877) TAX4SOC (829-4732)
(619} 531-6056
www.sdtreastax.com
PROPERTY AODRE55 - DESClUPnON-
SUBDMSION
Mailing and Situs Address Cannot Be Shown In
CompllalWe To Government Co<ie Seetion 6254.21
Current
Own~ OTAY PROJECT LP
MAP NO DESCRIPTION VALUES ..
EXIlMPlIONS
PM18471 LAND $ 1387732
DOCUMENT IMPROVEMENTS 0
NO
527467 TOTAL L&I 1387732
DOCUMENT PERSONAL PROPERTY 0
DATE
07/30/99 EXEMPTIONS
HOMEOWNERS $ 0
OTHER 0
NET TAXAIJLE VALUE 1387732
OWNER OF
RECORD ON OTAY PROJECT LP
JANUARY 1,
2006
PARCEL NO TAX RATE AREA. CORTAC NO f1R.ST INSTALLMENT
644-030-24-40
0126$
8,802.42 +
YOUR TAX DISTRIBUTION
BASE
NET
AGENCY
1% TAXON NET VAlUE
VOTER APPRoveD BONDS:
GEN BONO CHULA VISTA ELEM SCHOOL 1999A NET
GEN BOliO CHULA VISTA ELEM SCHOOL 2OO0B NET
GEN BONO CHULA VISTA ELEM SCHOOL 1998C NET
GEN BOND CHULA VISTA ELEM SCHOOL 19S8D NET
GEM BOND CHULA VlST A ELEM SCHOOL 1998E NET
GEN BOND CHIJL.A VISTA ELEM SCHOOL 1998F NET
GEN BOND CHULA VISTA ELEM SCHOOL NET
19980
GEN BOND CHULA VISTA ELEM SCHOOL 2005 NET
REF
HI BOND SWEETWATER 200QA NET
HI BOND SWEETWATER 20006 NET
HI BOND SWEETWATEIl200QC NET
SOUTHWESTERN COMMUNITY COLLEGE NET
BOND 2000
SOIffilWESTERN COMMUNITY COLLEGE NET
BOND 2OOQ/2004
SOUTHWESTERN COMMUNITY COLLEGE NET
BOND REFUND 20058
OTAYWATER IMP CIST NO 22. CEBT SERVICE NET
OTAYWATER IMP DIST NO 21-DEBT SERVICE NET
MWD DIS REMAINDER OFSDCWA 15019999 NET
TOTAL ON NET VALUE
FIXED CHARGE ASSMTS:
CWA WTR AVAJLABIUTY
MWD WfR ST AHDBY CHRG
PHONE
8sa..522..&900
800~ 155-6864
TOTAL AMOUNT
3-86
Page 75
SECOND INSTALLMENT TOTAL DU1!
8,B02.42
::I: 17,604.84
RATE TAX AMOUNT
1.0??oo 13,.877.32
0.00316 ~.85
0.00000 0.00
0.001n 2".56
0.00264 36.63
0.00289 37.32
0.00343 47.SS
0.00408 56.61
0.00$85 122.31
0.00696 96.53
0.00537 14.52
0.00783 108.65
O.D0511 70.91
0.0??oo 0.00
0.00894 124.06
0.0??oo 0.00
0.00700 97.14
0.00470 6$.22
1.07253 14884.00
1265.00
1456.00
17604.54
EXHIBIT "M" (Continued)
SAN DIEGO COUNTY 2006-2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July 1,2006 and Ending June 30,2007
Check. one or both boxes to Indicate wtlich installments{s) you will be paying online. Then clIck Add SelectEtd Installment(s) to Cart 10
continue. The second inataHme!lt can be paid at the same time or after !he first installment
INSTALLMENT DUE DATE DELINQUENT AFTER PAYMENT STATUS AMOUNT
First installment 12.11-2006 12-11-2006 DUE 8.802.42
Second Installment 04-10-2007 04-10-2007 DUE 8,802.42
Total 17,604.84
p' Pay First Installment OR
[j Pay 80th Installments 17,604.84
~-
golf.
~.......~...
. - . ..
'.~.n~1iI
f..reaucn1!v Ask~d Ouestions
Teclnuc:al Support for Onllne Services
If you need technical support for this online services application, please email the Treasurer -Tax Collector.
3-81
Page 76
EXIDBIT "M" (Continued)
TOLL FREe: :
FAX:
PAY GNUME:
(877) T AXASQC (829-4732)
(810' 53HO..
www_adtreastax.com
PROPERTY ADDRI!SS" DESCRlPT10N-
$tJBDMSION
MaUlng and SItus Address C.nnot Be Shown In
Compliance To Government Code Section 6254.21
Current
OWner erN OF SAN OIEGO
MAP NO
DESCRIPTION
LAND
IMPROVEMENTS
TOTALLIU
PERSONAL PROPERTY
EXEMPTIONS
HOMEOWNERS
OTHER
NET TAXABLE VALUE
VALUES ..
I!XEMP110NS
$ 16303
o
16303
o
000862
DOCUMENT
NO
021369
DOCUMENT
DATI
00/00/00
$ 0
o
16303
OWNER Of
UCORD ON
,ANUAR.Y 1.,
~~~~
CITY OF SAN DIEGO
PARCEL NO 'tAX RATI AREA CORTAC NO FIRST INSTAlLHE!NT seCONDtNSTALLMENT TOTAL DUE
64.4..030.15-00 0128~ 539.63 + 539.63 . 1,019.26
YOUR TAX DISTRIBUTION
AGENCY BASE RATE TAX AMOUNT
1% TAX ON NET VALUE NET 1.0??oo 163.03
VOTeR APPROVED BONDS:
GEN 80NO CHULA VISTA ELEM SCHOOL 1!l!l9A NET 0.00316 0.51
GEN 80NO CHULA VISTA El..EM SCHOOL %0008 NET 0.??oo0 0.00
GEN 8ONO CHULA VISTA ELEM SCHOOL 1998C NET O.coln G.28
GEM 8ONO CHULA VISTA ELEM SCHOOL 19980 NET 0.00264 0.43
GEN 80NO CHULA VISTA ELEM SCHOOL 1998E NET 0.00269 0.43
GEN 8ONO CHULA VISTA ELEM SCHOOL 1998F NET 0.00343 0.55
GEN BOND CHULA VISTA ELEM SCHOOL NET 0.0040Il
'(M8G 0.68
GEM BOND CHULA VISTA ELEM SCHOOL 2005 NET 0.00885
REF 1.44
HI BOND 5W~ETWA TER 2000A NET Q.00696 1.13
HI BOND SweETWA rER 20008 NET 0.01)537 0.87
HI 80NO SWEETWATER 2000c NET 0.00783 1.27
SOUTHWESTERN COMMUNITY COLLEGE NET 0.00511
BOND 2000 0.83
SOUTHWESTERN COMMUNITY COLLEGE NET 0.0??oo
8ON0200012004 0.00
SOUTHWESTERN COMMUNITY COLLEGE NET 0.00894
80NO REFUND 20056 t.45
OTAY WATER IMP OIST NO 22. DEBT SERVICE NET 0.0??oo 0.00
OTAY WATER IMP OIST NO rr. OE8TSERVlCE NET 0.00700 1.104
MWD OIS REMAINDER OF SOCWA 15019990 NET 0.Q0.470 0.76
TOTAL ON NET VALUE 1.07253 175.00
FIXED CHARGE ASSMTS: PHONE
MWD WTR STANDBY CHRG 800-755-6864 248.38
WATER A.VAlLASIUTY 619-670..2284 647.40
MOSQUfTOfOlSEASE CTR B00-27:J.5167 6.36
co MOSQUITOlRAT CTRL lKlO-21:J..5161 2.28
3-88
Page 77
EXHIBIT "M" (Continued)
TOTAL AMOUNT
SAN DIEGO COUNTY 2006-2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July 1,2006 and Ending June 30,2007
1079.26
Check one or both boxes to indicate which inSlallmenls(s) you will be paying online. Then click Add Sel&etOd Installment(sl to Cart to
continue. The second installment can be paid at the same time or after the fi"t installment.
INSTALLMENT DUE DATE DEUNoUENT AFTER PAYMENT STATUS AMOUNT
First Installment 12-11-2006 12-11~2006 DUE 539.63
Second Installment 04.10-2007 04-10.2007 DUE 539.63
otal 1,079.26
R1 Pay Fil'$t Installment OR
n PayBothlns:tallments 1,079.26
-
~
~
. -. ^.- ....- ,- ., .
-
Freouently Asked Ouestions
Technical Support for Online Services
Tf you need technical support for this online services application, please entail the Treasurer -Tax Collector.
3-89
Page 78
EXHIBIT "M" (Continued)
TOLL FREE:
FAX:
PAY ONUN!.~
(877) TAX4SDC (82'..1732)
(619) 531-8056
www.sdtreaatax.com
PROPI:RTY ADDRESS. DESCRIPTJON-
SUBDIVISION
Mailing and Situs Address Cannot Be Shown In
Compliance To Government Code Section 6254.21
Current
Own.r OrA Y PROJECT
MAP NO
000862
DOCUMENT
NO
440600
DOCUMIENT
DATE
08/18/00
OWNER Of
RECORD ON
JANUARY 1,
200~
PARCEL NO TAX RATE AREA CORTAC NO nRST INSTAlLMENT
644-030-1 s.o<l
01265
2&3.29 ...
YOUR TAX DISTRIBUTION
BASE
AGENCY
1% TAX ON NET VAl.UE
VOTER APPROVED BONDS:
GEN BOND CHULA VISTA ELEM SCHOOll999A
GEN BOND CHULA VISTA ElEM SCHOOl2000B
GEN BOND CHULA VISTA ElEM SCHOOl1998C
GEN BOND CHULA VISTA ElEM SCHOOl 19980
GEN BONO CHULA VISTA ELEM SCHOOll999E
GEN BONO CHULA VISTA ElEM SCHOOll998P
GEN BOND CHULA VISTA ELEM SCHOOL
19980
GEN BONO CHULA VISTA ElEM SCHOOL 2005
REF
HI BONO SWEETWATER 2000A
HI BONO sWEETWATER 20008
HI SOND SWEETWATER 20QOC
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000
SOUTHWESTERN COMMUNITY COlleGE
BONO 2000/2004
SOUTHWESTERN COMMUNITY COllEGE
BONO REFUND 2'105B
OTAY WATER IMP DIST NO 22. OEBT SERVICE
OTAYWATER IMP DlST NO 27. DEBT SERVICE
MWD DIS REMAINDER OF SOCWA 15019999
TOTAl. ON NET VAlUE
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
FIXED CHARGE ASSMTS:
PHONE
CWA WTR A,VAJlABIUTY
MWO WTR STANDBY CHRG
WATER AVAlLABtUTY
CFD 9a.1_DTAY PROJ
858-522-6900
800-155-6864
619-670..2284
800-616-7516
3-90
Page 79
D!SCRIPTION
VALUES ..
EXEMPTIONS
$ 44103
o
44103
o
LAND
IMPROVEMENTS
TOTAL Ltu
PERSONAL PROPERTY
EXEMPTIONS
HOMEOWNERS
OTHER
NET TAXABLE VALUE
$ 0
o
44103
(1TAY PROJECT
SECOND INSTAlLMENT TOTAL DUE
293.29
. 586.58
RATE TAX AMOUNT
1.0??oo .....1.03
0.00316 1.39
0.00000 0.00
0.001T7 0.78
0.00264 1.18
0.00289 1,'8
0.00343 1.51
0.00408 1.79
0.00885 3.90
0.00696 3.Q6
(1.00537 2.36
0.00783 3.45
0.00511 2.25
0.0??oo a.oo
0.00894 3.94
0.0??oo a.oo
0.00700 3.08
0.00470 2.07
1.07253 473.00
10.00
11.50
10.00
78.22
EXHIBIT "M" (Continued)
MOSQUITOIDISEASE CTR
co MOSQUITO/RAT CTRL
800.273-5167
800-273-5167
1.58
2.28
TOTAL AMOUNT
SAN DIEGO COUNTY 2006-2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July"1,2006 and Ending June 30,2007
586.58
Check one or both boxes to indicate whiCh installmenls(s) yoo wDl be paying online. Then click Add Selected Installmsnt(s) to Cart to
continue. The second installment can be paid al the same lime or after the first installment.
INSTALLMENT Due DATE DELINQU ENT AFTER PAYMENT STATUS AMOUNT
First Installment 12~11.2006 12~11~2006 DUE 29329
Second Installment 04-10-2007 04.10-2007 DUE 29:1.29
Total 586.58
~ Pay First Installment OR
o Pay Both Installments 586.58
~-
~iil..
,-~,~
~
FrcQuentl'(A-sked OuestiQ~
Technical Support for Online Services
If you need technical support for this online services application, please email the Treasurer -Tax Collector.
3-91
Page 80
EXHIBIT "M" (Continued)
TOLL FREE:
FAX:
PAY ONUNE:
(877) TAl(.OSI)C (029-4732)
(61.1531_
www.sdtreastax.c.om
PROPERTY ADDRESS. OESCRIPTION-
SUBDIVISION
Mailing and Situs Address Cannot Be Shown In
Compliance To Govemment Code Stdlon 6254.21
Current
Ownet OlAY PROJECT
M,APNO DESCRIPTION VALUES ..
EXEMPT10N$
000862 LAND $ 0
OQCUMENT IMPROVEMENTS 0
NO
440600 TOTAL LAI 0
DOCUMENT PERSONAL PROPERTY 0
DATE
08/18/00 EXEMPTIONS
HO....eOWNERS $ 0
OTHER 0
NET TAXABLE VALUE 0
OWNER or
RECORD ON OTAY PROJECT
JANUARY 1,
200~
644-030-17-00 01265
PARCEL NO TAX RATE AREA CORTAC NO FIRST INSTALLMENT
AGENCY
1% TAX ON NET VAlUE
0.00 .
YOUR TAX DISTRIBUTION
BASE
NET
VOTER APPROVED BONDS:
GEN BOND CHULA VISTA ELEM SCHOOL ,...A
GEN BOND CHULA VISTA aEM SCHOOL 200.B
GEN BONO CfiULA VISTA EL.EM SCHOOL 1998C
GEN BOND CHULA VISTA aEM SCHOOL 190aD
GEN BOND CHULA'VlSTA ELEM SCHOOL 1998.
GEN BOND CHULA VISTA ELEM SCHOQl1998F
GEN BOND CHULA VISTA ELEM SCHOOL
,998G
GEN BONO CHUlA. VlSTA ELEM SCHOOL 2005
REP
HI BONO SWEETWATER 2000A
HI BOND sWEETWATER 20006
HI BOND SWEETWATER 200QC
SOUTHWESTERN COMMUNITY COLLEGE
BONO 2000
SOUTHWESTERN COMMUNtTY coLLEGE
BOND 200012004
SOUTHWESTERN COMMUNITY COLLEGE
BOND REFUND 2D05B
OTAY WATER IMP D1ST NO 22 - OEBT SERVICE
OTAV WATER IMP OIST NO xt. OEST SERVICE
MWD DlS REMAINDER OF SDCWA ,5.19999
TOTAL ON NET VALUE
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
SECOND INSTALLMENT TOTAL DUE
....
. 0.00
RATE
1.00000
TAX AMOUNT
0.00
0.00316
0.00000
0.00177
0.00264
0.00269
0.003.43
0.00408
0.00
....
0.00
...0
...0
..00
0.00
0.00885
0.00
0.00
0.00
..00
0.00696
0.00531
0.00783
0.00511
0.00
..00000
..00
..00894
..00
..00
..00
..00
..00
0.00000
0.00700
..0047.
1.07253
..00
TOTAL AMOUNT
SAN DIEGO COUNTY 2006~2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July 1,2006 and Ending June 30,.2007
3-92
Page 81
EXHIBIT "M" (Continued)
INSTALLMENT DUE DATE DELINQUENT AFTER PAYMENT STATUS AMOUNT
First Installment 12.11.2006 12.11.2006 PAID 0.00
Second Installment 04-10-2007 04-10-2007 PAID 0.00
Total 0.00
-,,~
~~
~~
iIl~
Er.~L!_t:_lli!Y.~_ked ~~:!lions
Technical Support for Online Sen-Ices
If you need technical support fOT this online services application, please email the Treasurer _Tax Collector.
3-93
Page 82
EXHIBIT "M" (Continued)
TOLL FREE:
fAX:
PAY OHUNE:
(an) T AX4SOC (829-41321
(619) 531-<!OS.
www.sdtreastax.c:om
PROPERTY ADDJU!S$ ~ DesauPnON-
SUBDIVJSION
Mailing and Situs Addtl!SS Cannot Be Shown In
Compliance To Government Code SKtion 6254.21
Cummt
Owner OT A Y PROJECT L P
HAP NO
PMl8481
DoaJHENT
NO
642800
DOCUMENT
DATI!
09/07/01
DUCRtPTION
VALUES .
I!:XEMPTlONS
$ 2940315
o
2940315
o
LAIlD
IMPROVEMENTS
TOTAl. L&J:
PERSONAL PROPERTY
EXEMPTIONS
HOMEOWNERS
OTHER
NETTAXABLEVAWE
$ 0
o
2940375
OWNER 01"
RECORD ON
JANUARY " OTAY PROJECT L P
:IlI.S
PARCEL NO TAX RAT! AREA CORTAC NO FIRSTINSTALLMENT SECOND INSTALLMENT TOTAL DUE
644.o30-1a-oo
01262
16,859.90 +
YOUR TAX DISTRIBUTION
BASE
NET
AGENCY
1% TAX ON NET VALUE
VOTER APPROVED BoNOS:
GEN BOND CHULA VISTA ELEM SCHOOL 1999A NET
GEN BONO CHULA VISTA Elaf SCHOOL 20008 NET
GEN BOND CHULA VISTA ELEM SCHOOL 1998C NET
GEN BONO CHULA VISTA ELEM SCHOOL 19980 NET
GEN BOND CHULA VISTA ELEM SCHOOL 1996E NET
GEN BOND CHULA VISTA ELEM SCHOOL 1998F NET
GEH BOND CHULA VlSTA ElEM SCHOOL NET
1996G
GEN BOND CHULA VISTA ELEM SCHOOL 2005 NET
Ref
HI BONO SWEE1WATER 2000A NET
HI BOND SWEETWATER 20008 NET
HI BOND SWEETWATER 200QC NET
SOUTHWESTERN COMMUNITY COLLEGE NET
BONO 200Q
soUTHWESTERN COMMUNITY COLLEGE NET
BOND 2000/2004
SOUTHWESTERN COMMUNITY COLLEGE NET
BONO REFUND 20058
MWO DiS REMAlNDER OF SDCWA 1501999. NET
TOTAL ON NET VALUE
FIXED CHARGE ASSMTS:
r::NA WTR AVAILABILITY
MWD WTR STANDBY CHRG
WATER AVAlLABIUTY
CFD 9S-1_0TAY PROJ
MOSQUITOfDISEASE. eTR
CO MOSQUtTOlRAT CTRL
PHONE
656-'522-6900
llOO-75S-6B64
619..&70-2284
800-616--7516
600-"13-5161
800-21J,..S167
3-94
!'age 83
16,659.90
= 33,719.80
RATE TAX AMOUNT
1.0??oo 29,4.03.75
0.00316 92.91
0.0??oo 0.00
O.OO1n 52.0.
0.00264 n.62
0.00269 79.09
0.00343 100.85
0.004ll8 119.96
0.00885 260.22
0.00696 204.65
0.00537 157.89
0.00763 230.23
0.00511 150.25
0.0??oo 0.00
0.00694 262.86
0.00410 136.19
1.06553 31331.00
132.70
152.72
398.10
1701.86
1.58
>.28
EXHIBIT "M" (Continued)
TOTAL AMOUNT
SAN DIEGO COUNTY 2006-2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July 1,2006 and Ending June 30,2007
33719.80
Check one or both boxes to indicate which Installments(B) you wi" be paying online. Thiln click Add Selected ImJtallment(a) to Carito
continue. The second installment can be paid at Ihe same time or after the flrsl installment.
INSTALLMENT DUE DATE DEUNQUENT AFTER PAYMENT STATUS AMOUNT
First Installment 12-11-2006 12-11002006 DUE 16.859.90
Second Installment 04-10.2007 04-10-2007 DUE 16,859.90
Total 33,719.80
R: Pay Flm Installmenl OR
r PaySoth Installment. 33.719.80
l'iIIi!~ -
liii
~
......'... ~..!1I;!ll,;,mt".'llil
~
Freouently Asked Oues.lions
Teehnical Support for Online Services
If you need technical support for this online services application, please cmail the Treasurer -Tax Collector.
P~e~.?
EXHIBIT "M" (Continued)
TOLL FREE:
,A>O
PA.Y ONUM!:
(177) TAlG4S0C 1829-4732)
(&19) 531_
W'IfW.sdtrpstax.com
VR,OPERTY ADoltI!SS ~ DESCJUpnON~
SUIPMSlON
Mailing and Situs Address c.nnot Be Shown In
Can'tpltane.. To Government CQM SeGtfon 8254.21
Current
Owne' OTAV PROJECT U>
DE5CRIP'T1ON
LAND
IMPROVEMENTS
TOTALLIU
PERSONALPROPERTV
EXEMPTIONS
HOMEOWNERS
OTHER
NET TAXABLE VALUE
NAP NO
PM18471
DOCUMENT
110
521<e7
DOCUMEHT
llA TE
07/30/99
VALUES It
&X!MPTIOHS
$ 3306
o
3306
o
$ 0
o
3306
OWNER 0'
tUCORP ON OTAV PROJect' LP
JANUARY 1,
200'
PARCEL NO TAX RAn ARfA CORTAC NO FIRST INSTALUU!1"lf SECOND INSTALLMENT TOTAL Due
644-030-1t-OO
012115
310.85 +
YOUR TAX DIsrlUBunON
BASE
AGENCY
1% TAX ON NET VALUE
VOTER APPROVED BONOS:
GEN BOND CHULA VISTA ELEM SCHOOL 1999A
GEN BOND CHULA VISTA El.EM SCHOOL 20006
GEN BOND CHULA VISTA ELEM SCHOOL 199ac
GEN BONO CHULA VISTA ELEM SCHOOL 19980
GEN BOND CHULA VISTA ELEM SCHOOL ,998E
GEN BOND CHULA VISTA ELEM SCHOOL 1998F
GEN BOND CHULA VISTA ELEM SCHOOL
1958G
GEN BOND CHULA VISTA ELEM SCHOOL 200S
REF
HI BOND SWEETWATER 2000A
HI BOND SWEETWATER 20008
HI SOND SWEETWAiER 2000c
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000
SOUTHWESTERN COMMUNITY COLLEGE
BON021lOO1200<1
SOUTHWESTERN COMMUNITY COLLEGE
BOND REFUND 200SB
OTAV WATER IMP D1ST NO 22 -DEBT SERVICE
OTAYWATER IMP OlST NO 27 -DEBTSERVlCE
MWO OIS REMAINDER OF SDCWA 15019999
TOTAL ON NET VALUE
FIXED CHARGE ASSMTS:
PHONE
r::NA WTR AVAlLASIUTY
MWO WTR STANDBY CHRG
WATER AVAll.AB1UTY
CFO 93-1_0TAY PROJ'
858-522.-&900
800-755-6864
6i9-670-2284
8()0...676-7516
3-96
Page 85
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
310.BS
. 621.70
RATE TAX AMOUNT
1.0000Q 33.06
0.00316 0.10-
O.<lOOOO G.OD
0.00177 0.05
0.00264 0.0&
0.002&9 0.05
0.00343 0.11
0.00408 0.13
o.00S85 0.29
0.0a696 023
0.00537 0.17
0.00783 O~
0.00511 0,15
o.00ooo 0.00
0.00894 0.29
0.00000 0.00
0.00100 0.23
0.00<170 0.15
1.07253 ~5.00
32.40
37.28
97.20
415.5Z
EXHIBIT "M" (Continued)
MOSQUITO/DISEASE CTR
CO MOSQUITO/RAT CTRL
800-273-5167
800-273-5167
1.58
2.28
621.70
TOTAL AMOUNT
SAN DIEGO COUNTY 2006-2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July 1,2006 and Ending June 30,2007
Check one or both boxes to indicate which Installments(s))IOu wlll be paying onUne. Then dick Add Selected InstaUm.ntf.} to Cart to
continue. The second Installment can be paid at the same time or after the first inslaWmen!.
INSTALLMENT DUE DATE DEUNQUENT AFTER PAYMENT STATUS AMOUNT
First Instalfment 12-11.2006 12.11.2006 DUE 310.85
Second Installment 04-10-2007 04.10-2007 DUE 310.85
otal 621.70
P; Pay Firat Installment OR
n PayBothln.tall......nts 621.70
~JL':~~
.~-
"J~
FreQu~m.l.Y_ Asked Questions
Technical Support Cor Ooline Services
If you need technical support for this online services application, please email the Treasurer -Tax Collector.
f.ge~~
EXHIBIT "M" (Continued)
TOLL FflEe ;
!"AX:
PA't ONUNE=
(877) TAX4SDC (829-4702)
(613) 531..soM
www.sdtroastu.com
P~H:1lTY ADDRESS M OI!SCRlPTION-
suaOlVISJON
Mailing and Sttus Address: C:mnot Sa Sflown In
Compliance To Gowmmonl: Code s.ctfon &254.21
Current
OWner OTAY PROJECT LP
MAP NO DESCRIPTION VALUU.
IXI!MPTIONS
PM18789 LAND $ 3973652
DOCUMENT IMPROVEMENTS 0
NO
527467 TOTAL LlU 3973652
OOCUMENT PERSONAL PROPERTY 0
OAT!
07/30/99 EXEMPTIONS
HOMEOWNERS $ 0
OTHER 0
NET TAXABLE VALUE 39736S2
OWNER OP
RECOaIl ON
JAHUARY 1. OTAY PROJECT LP
2DD6
PARCeL NO T.I.X RATE AREA CORTAC NO FIRST tNSTALLMENT SECOND INSTALLMENT TOTAL DUE
56.101.25 +
YOUR TAX DISTRIBlITION
BASE
NET
~-21-OO 01265
AGENCY
1% TAX ON NET VAl~E
VOTER APPROVED BONDS:
GeN BOND CHULA VISTA ELEM SCHOOL 1999A
GEN BOND CHULA. VISTA ELEM SCHOOL 2000B
GEN BOND CHULA VISTA ELEM SCHOOL 1998C
GEN BOND CHULA VISTA ELEM SCHOOL 19980
GEN BOND CHULA VISTA ELEM SCHOOL ,..8E
GEN BONO CHULA VISTA ELEM SCHOOL 1998P
GEN BOND CHULA VISTA ELEM SCHOOL
19S8G
GeN BOND CHULA VISTA ELEY SCHOOL 200S
REF
HI BONO SWEETWATER 2000A
HI BONO SWEETWATER 2000a
HI BOND SWEE1WATER 2000c
SOUTHWESTERN COMMUNITY cOllEGE
BOND 2000
SOUTHWESTERN COMIIUNITY COLLEGE
BOND 200012004
SO~THWESTERN COMIIUNITY COLLEGE
BOND REF~ND 20058
or AY WATER IMP DIST NO 22 . DEBT SERVICE
OTAYWATER IIIP DIST NO 2T. DEBT SERVICE
MWD DlS REIIAINDER OF SOCWA 1501....
TOTAlOHNETVAlUE
F'XED CHARGE ASSIITS:
PHONE
CWA WTR AVAIlABILITY
MWD wrR STANDBY CHRG
WATER AVAIl.A81UTY
CFD 98-1_0TAY pROJ
850-522~
8OQ.755-6864
619-670.2284
800-67<<).7516
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
~ge~~
".108.25
c 112.2'6.50
RATE T.u: AMOUNT
1.0??oo 39,n8.52
0.00316 125."
0.??oo0 0.00
0.00177 70.33
8.002$4 1001.90
0.00269 106.89
0.00343 138.29
0.00408 162.12
0.00885 351.66
0.00696 276.56
0.00531 213.38
0.00783 311.13
0.00511 203.05
0.??oo0 0.00
0.00894 355.24
0.??oo0 0.00
0.00700 278.15
0.00470 186.76
1.0nSJ ~619.00
3871.30
4455.86
11813.90
49649.42
EXHIBIT "M" (Continued)
MOSQUITOIOISEASE CTR
co MOSQUITO/RAT CTRL
800.273.5167
800.273.5167
5.14
2.28
TOTAL AMOUNT
SAN DIEGO COUNTY 2006-2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July 1,2006 and Ending June 30,2007
112216.50
Check one or both boxes. 10 Indicate which In:;;taUments(s) you will be paying online. Then click AcId Selected Installment{s) to Cart to
continue. The second instaUment can be paid at Ihe same time or after the first InstallmenL
INSTALLMENT DUE DATE DELINQUENT AFTER PAYMENT STATUS AMOUNT
First Inatallment 12-11-2006 12-11-2006 DUE 56.108.25
5eeond Installment 04.10-2007 04.10.2007 DUE 56,108.25
otal 112,216.50
Pi Pay Arst Installment OR
r, Pay Both Installments 112,216.50
.IIIL _ ~~I
~
.ikmG~
Freauentlv Asked Ouestions
Technical Support for Online Services
If you need technical support for this online Service5 application, please cmail the Treasurer .Tax Collector.
P1ge~
EXHIBIT "M" (Continued)
TOLL '(il.EE :
FAX:
flAY ONUNE:
(871) TAX4S0C (829-4732)
(."1531~S6
www.~dtr.asba:Lcom
PRopeRTY A.ODItESS . Df.5CR1P110N.
suaDtvI5l0N
Mailing and Situs Address Cannot Iki ShOWl"lln
Compliance To Govemrnent Code Section 62$4-.21
Current
Ow..... OTAYPROJECTLP
DE5CR1P110N VAWI!Sa.
MAP NO EXEMPTIONS
PMIS7S. LAND $ 0
DOCUMENT IMPROVEMENTS 0
NO
527467 TOTAL LBd 0
DOCUMENT PEIlSONAL PROPERTY 0
DATE
07/30/.9 EXEMPTIONS
HOMEOWNEIlS $ 0
DTliER 0
NET TAXAIlL.E VALUE 0
OWNER 0"-
ItICORO ON OTAY PROJECT L P
JANUARY 1,
2006
PARCI!L NO "rAX RATE AREA ~R1'AC NO PlRST INSTALLMeNT seCOND INST,.UMEHT TOTAL DUE
644-030.a.GO 01265
0.00
0.00
0.00 +
YOUR TAX DISTRI8unON
8~
NET
AGENCY
1% TAX ON NET VALUE
VOTER APPROVED 80NOS:
GEM BOND CHUtA VISTA ELEM. SCHOOl. 1999A
GEN BONO CHULA VISTA ELEM SCHOOL 2DooB
GEN BOND CHULA VISTA ELEM SCHOOL 19980
GEN BONO CHULA VISTA ELEM SCHOOL 19980
GEN BONO CHULA VlS7A ELEM SCHOOL 1995E
GEN BONO CHULA VISTA ELEM SCHOOL 1995F
GEN 80ND CHULA VISTA ELEM SCHOOL
1998G
GEN BONO CHULA VISTA ELEM SCHOOL 200s
REF
HI BONO SWEETWATER 2QQQA
HI BONO SWEETWATER 20008
HI BONO SWEETWATER 20000
SO~RNCOMMUNITYCO~EGE
BONO 2000
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2OODI2OO4
SOUTHWESTERN COMMUNITY COLLEGE
BOND REFUND 2005B
OTAYWATER IMP DIST NO 22. DEBTSERVlCE
OTAYWATER IMP DIST NO 27. DEBT SERVICE
MWD CIS REMAINDER OF SOCWA 111ll1999t
TOTAL ON NET VALUE
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
RATE
1.00000
TAX AMOUNT
0.00
0.00316
0.00000
0.00177
0.00264
0.00269
0.00343
0.004<18
0.00
0.00
0.00
0.00
0.00
0.00
0.00
O.QOq5
0.00
0.00
0.00
O.DO
0......
0.00537
0.00783
0.D0511
0.00
0.??oo0
O.DO
0.00894
0.001I00
0.D07OO
0.00470
1.07253
0.00
0.00
0.00
D.DO
0.00
D.DO
TOTAL AMOUNT
SAN DIEGO COUNTY 2006-2007 SECURED PROPERTY TAX
For Fiscal Year Beginning July 1,2006 and Ending June 30,2007
~;g1 q~
EXHIBIT "M" (Continued)
INSTALLMENT DUE DATE DEUNQUENT AFTER PAYMENT STATUS AMOUNT
First Installment 12-11-2006 12-11-2006 PAlO 0.00
SKond Installment 04.10.20Q7 04.10.2007 PAlO 0.00
otal 0.00
--
~~
~
Freouentlv Asked Ouestions
Technical Support for Online Services
If you need technical support for this online services application, please cmail the Treasurer -Tax Collector.
~-1nl
'Page 90
EXHIBIT "N"
In July 1995, Baldwin Builders, Inc. a corporation owned by James and Alfred Baldwin, and
Baldwin Building Contractors, Ltd. a partnership owned 97% by Baldwin Builders, Inc. (the
"Baldwin Company") filed for reorganization under Chapter 11 of the Bankruptcy Code.
In February 1996, in order to obtain new financing for the Baldwin Company, James and Alfred
Baldwin personally contributed land they owned with an estimated value of over $30 million and
agreed to transfer control ofthe Baldwin Company to a trustee selected by the new lenders.
Pursuant to an agreement approved by the bankruptcy court, James and Alfred Baldwin and their
affiliates exchanged mutual full releases of all claims with the Baldwin Company. Baldwin
Building Contractors, Ltd. has since had a plan or reorganization approved and has emerged from
bankruptcy under the name "New Millennium Homes". James and Alfred Baldwin are not
involved in the management of New Millennium Homes and have a de minimis ownership
interest in that company. James and Alfred Baldwin and certain of their affiliated entities, not
including any entities involved with the Developer (collectively, the "Baldwins"), were plaintiffs
and defendants in various lawsuits with New Millennium relating to alleged purchase options
and related matters for two parcels of land owned by the Baldwins. On June 21, 1999, the
Baldwins and New Millennium entered into a "Settlement Agreement and Mutual Release"
which settled all litigation between the parties and provided for full and complete releases of all
claims against each other.
New Millennium Homes was delinquent in the payment of special and ad valorem taxes on all of
its properties, including special taxes on properties located in Calabasas (Los Angeles, CFD No.
4), Anaheim Hills (City of Anaheim, CFD No. 88-1, and Orange Unified School District CFD
No. 89-2), and Portola Hills (Santa Ana Mountains Water District CFD NO.2 and County of
Orange CFD No. 87-2). As part of its plan of reorganization, New Millennium Homes has either
paid or entered into payment plans with respect to all of its delinquent special and ad valorem
taxes. New Millennium Homes currently does not own any property within the District.
~;g1 9t
EXHIBIT "0"
Altn: Marc Lovato
Title Department:
Chicago Title Company
Attn: Ranny Harper
Email: RannV.Harper@CTT.com
Phone: (619) 521-3543
Fax: (619) 521-3605
Order No.: 603050068-U54
Otay Ranch Company
610 West Ash #1500
San Diego, Ca 92101
PRELIMINARY REPORT
Re: CVT 06-05 Otay Ranch Village 2 "A" Map
Dated as of: August 7, 2006 at 7:30 am
CHICAGO TITLE INSURANCE COMPANY hereby reports that it is prepared to issue, or cause
to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land
and the estate or interest therein hereinafter set forth, insuring against loss which may be
sustained by reason of any defect, lien or encumbrance not shown or referred to as an
Exception in Schedule B or not excluded from coverage pursuant to the printed Schedules,
Conditions and Stipulations of said Policy forms.
'The printed Exceptions and Exclusion from the coverage of said Policy or Policies are set forth
in the attached list. Copies of the Policy forms are available upon request.
Please read the exceptions shown or referred to in Schedule B and the exceptions and
exclusions set forth in the attached list of this report carefully. The exceptions and
exclusions are meant to provide you with notice of matters which are not covered under
the terms of the title insurance policy and should be carefully considered. It is important
to note that this preliminary report is not a written representation as to the condition of
title and may not list all liens, defects, and encumbrances affecting title to the land.
THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED
SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE
INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY
BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER
OR COMMITMENT SHOULD BE REQUESTED.
~;gl 923
SCHEDULE A
1. The estate or interest in the land hereinafter described or referred to covered by this
report is:
A Fee
2. Title to said estate or interest at the date hereof is vested in:
Otay Ranch JC R-4, LLC, a Delaware limited liability company, as to Lot 27; Otay
Ranch Fifteen, LLC, a Delaware limited liability company, as to Lot 8; Otay Ranch
JC R.5, LLC, a Delaware limited liability company, as to Lots 16 and 19; Otay Ranch
Seventeen, LLC, a Delaware limited liability company, as to Lots 17 and 18; Otay
Ranch Twenty-One, LLC, a Delaware limited liability company, as to Lot 10; Otay
Ranch JC R-6, LLC, a Delaware limited liability company, as to Lot 23; Otay Ranch
JC R-7, LLC, a Delaware limited liability company, as to Lot 24; Otay Ranch JC R-9,
LLC, a Delaware limited liability company, as to Lots 20 and 21; Otay Ranch
Twenty-Two, LLC, a Delaware limited liability company, as to Lot 3; Otay Ranch
Twenty, LLC, a Delaware limited liability company, as to Lot 13; Otay Ranch
Eighteen, LLC, a Delaware limited liability company, as to Lot 6; Village II of Otay
HB SUB, GP, a California general partnership, as to Lots 11, 26 and 31; Otay Ranch
Village II.PC-13, LLC, a Delaware limited liability company, as to Lot 2; Otay Ranch
II SUN 12, LLC, a Delaware limited liability company, as to Lot 1; Otay Ranch II SUN
6/8, LLC, a Delaware limited liability company, as to Lot 22; Otay Ranch Village 11-
PC-15, LLC, a Delaware limited liability company, as to Lot 7; Village II of Otay, LP,
a Delaware limited partnership, as to Lots 28 and 33; Rancho Mesa, L.P., a
Delaware limited partnership, as to Lots 29 and 32; Otay Ranch Investments, LLC, a
Delaware limited liability company, as to Lot 30; and Otay Project L.P., a California
limited partnership, as to the remainder
3. The land referred to in this report is situated in the State of California, County of San
Diego and is described in the Legal Description, attached hereto:
END OF SCHEDULE A
CLTA Preliminary Report Form (Rev 111/95)
~;;gJ&f
LEGAL DESCRIPTION
Lots 1 through 33 and A through D of Chula Vista Tract No. 06-05 Otay Ranch Village 2 and
Portions of Village 4 "A" Map, in the City of Chula Vista, County of San Diego, State of
California, according to Map thereof No. 15350, filed in the Office of the County Recorder of
said County, May 26, 2006.
END OF LEGAL DESCRIPTION
CLTA Preliminary Report Form (Rev 1/1/95)
~";g19R
SCHEDULE B
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the
policy form designated on the face page of this Report would be as follows:
A. Property taxes, including any assessments collected with taxes, for the fiscal year 2006 - 2007 that
are a lien not yet due.
B. The lien of supplemental taxes, if any, assessed pursuant to the prOVlSlons of Chapter 3.5
(commencing with Section 75) of the revenue and taxation code of the State of California
C. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by: City of Chula Vista
Purpose: Community Facilities District No. 97-2
Recorded: August 21,2001 as File No. 2001-0594092 of Official Records
D. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by: Chula Vista Elementary School District
Purpose: Community Facilities District No. 17
Recorded: December 8, 2005 as File No. 2005-1056527 of Official Records
E. A Notice Of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by
Purpose:
Recorded:
Sweetwater Union High School District
Community Facilities District No. 17 Improvement Area I
February 1, 2006 as File No. 2006-0074984 of Official Records
F. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Disclosed By:
Recorded:
Community Facilities District No. 17 Annexation No.1
Boundary Map
June 28, 2006 as Document No. 2006-0459404
G. Any Special Tax Lien pursuant to Sections 3114.5 of the Streets and Highway Code and/or
Section 53328.3 of the Government Code (Mello-Roos Assessment).
CLTA Preliminary Report Form (Rev 1/1/95)
~;;g~&f
SCHEDULE B
(continued)
1. Water rights, claims or title to water, whether or not disclosed by the public records.
2. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
City of San Diego
Water pipe lines and trench and excavation slopes and wasting of
excess excavated materials
July 14, 1923 in Book 937, Page 463 of Deeds
Lots 7,10,11 and A as shown on said map
Recorded:
Affects:
3. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
City of San Diego
Water pipe lines, roads and spoil barks, trench and excavation slopes
and wasting of excess excavated materials
July 14, 1930 in Book 1762, Pages 207 of Deeds
Lots C and D as shown on said map
Recorded:
Affects:
4. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas & Electric Company
Public utilities, ingress and egress
August 12,1936 in Book 538, Page 374 of Official Records
Lots 4, 5, 6, 8, 11, A and D as shown on said map
5. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
City of San Diego
Cathodic protection station or stations
January II, 1957 in Book 6414, Page 239 of Official Records
Lots 11 and A as shown on said map
':l-1n7
P'age 9'6
SCHEDULE B
(continued)
6. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas & Electric Company
Public utilities, ingress and egress
August 16,1957 in Book 6710, Page 545 of Official Records
Lots 5 and 6 as shown on said map
7. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas & Electric Company
Public utilities, ingress and egress
June 3, 1963 as File No. 95990 of Official Records
Lots 5 and 6 as shown on said map
8. An easement affecting the portion of said land and for the purposes stated herein, and incidental
purposes, condemned by final decree
Affects:
United States of America
Roadway and utility lines
Civil No. 79-0907
Final Judgment and Order of Distribution, Case No. 79-0907 was
filed May 17, 1982 and entered May 20,1989 in the U. S. District
Court, Southern District, disclosed by Condemnation action recorded
August 6, 1979 as Document No. 79-328460, April 23, 1980 as
Document No. 80-137651 and April 27, 1982 as Document No. 82-
120168, aU of Official Records
Lots 5, 6, 8 and D as shown on said map
Granted To;
Purpose:
Case No:
Recorded:
9. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
The Pacific Telephone and Telegraph Company
Public utilities, ingress and egress
June 14, 1982 as File No. 82-181896 of Official Records
Lots 5, 6, 8 and D as shown on said map
~;g1 g~
SCHEDULE B
(continued)
10. An agreement, and the terms and conditions as contained therein
Recorded:
October 28, 1993
The City of Chula Vista, a chartered municipal corporation, the
County of San Diego, a political subdivision and Otay Vista
Associates, a California limited partnership
Indemnification, implementation of mitigation measures and
payment of certain fees in connection with the approval of the
general plan amendment, general and other development plans for
the Otay Ranch
February 7,1994 as File No. 0994-0084743 of Official Records
Dated:
By and Between:
Regarding:
Reference is hereby made to said document for full particulars.
11. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
County of San Diego
Landfill nuisance
March 17, 1997 as File No. 1997-0118928 of Official Records
Lots 26, 27, 28 and 29 as shown on said map
12. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
County of San Diego
Landfill nuisance and covenants running with the land
March 17, 1997 as File No. 1997-0118929 of Official Records
Lots 30 and 31 as shown on said map
13. A document entitled "Restated and Amended Pre-Annexation Development Agreement with
Otay Ranch, L.P.", dated, March 4,1997, executed by City ofChula Vista and Otay Ranch, L.P.,
a California limited partnership, subject to all the terms, provisions and conditions therein
contained, recorded May 12, 1997 as File No. 1997-0219970 of Official Records.
14. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map No:
Easement
Purpose:
Parcel Map No. 18396
Affects:
Assignable and irrevocable general utility and access, landscape
buffer, drainage and sewer
Lots 26, 27 and 28 as shown on said map
3-109
Page 98
SCHEDULE B
(continued)
15. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map No:
Easement
Purpose:
Affects:
Parcel Map No. 18471
Future 40 foot wide private access
Santa Venetia Street
16. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
City of Chula Vista
Landscape buffer
June 27, 2000 as File No. 2000-0339297 of Official Records
Lots 1,23,24 and 26 as shown on said map
17. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
City of Chula Vista
Sewer
June 27, 2000 as File No. 2000-0339298 of Official Records
Heritage Road as shown on said map
18. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
City of Chula Vista
Drainage
June 27, 2000 as File No. 2000-0339299 of Official Records
Lots I, 23, 24 and 26 as shown on said map
19. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
City of Chula Vista
Assignable and irrevocable general utility
June 27, 2000 as File No. 2000-0339300 of Official Records
Lots I, 23, 24 and 26 as shown on said map
~,;gJJJJ
SCHEDULE B
(continued)
20. A document entitled "Desiltation and Maintenance Agreement with Otay Project L.P., (poggi
Canyon Drainage Improvements)", dated, October 19, 1999, executed by Otay Project, L.P., a
California partnership, Prowswood-Matsushita Otay Partners LLC, a California limited liability
company as owner, Centex Homes, a Nevada general partnership, pm Otay Ranch Associates,
LLC, a Delaware limited liability company and the City of Chula Vista, subject to all the terms,
provisions and conditions therein contained, recorded June 28, 2000 as File No. 2000-0341829 of
Official Records.
21. An easement for the purpose shown below and rights incidental thereto as reserved in a document.
Purpose:
Recorded:
Affects:
Water pipelines and/or mains, manholes and lateral pipelines
August 18, 2000 as File No. 2000-0440600 of Official Records
Lot 24 as shown on said map
Said easement contains restrictions on the use, by the owners of said land, of the easement area as
set out in said easement document.
22. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas & Electric Company
Public utilities, ingress and egress
November 15,2000 as File No. 2000-0621780 of Official Records
Lots I, 11,23,24,26,27 and 28
The exact location and extent of said easement is not disclosed of record.
23. Intentionally deleted
24. Intentionally deleted
25. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas & Electric Company
Public utilities, ingress and egress
October 28, 2002 as File No. 2002-0945145 of Official Records
Lot I as shown on said map
~ag~ Ib~
SCHEDULE B
(continued)
26. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas & Electric Company
Public utilities, ingress and egress
February 4, 2003 as File No. 2003-0130459 of Official Records
Santa Venetia Street as shown on said map
27. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas & Electric Company
Public utilities, ingress and egress
October 28, 2004 as Document No. 2004-1019564
Lot I as shown on said map
~;g11~
SCHEDULE B
(continued)
28. Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based
upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability,
handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal
laws, except to the extent that said covenant or restriction is permitted by applicable law) as set
forth in the document
Recorded:
October 4,2005 as File No. 2005-0856104 of Official Records
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income as defined in subdivision (p) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status."
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien
of a first mortgage or first Deed of Trust made in good faith and for value.
Said instrument also provides for the levy of assessments, the lien of which are stated to be
subordinate to the lien of a first mortgage or first Deed of Trust made in good faith and for value.
Among other things, said document provides:
Various easements
First Amendment to Declaration of Covenants, Conditions and restrictions of Montecito at Otay
Ranch recorded June I, 2006 as Document No. 2006-0389164 and re-recorded July II, 2006 as
Document No. 2006-0487654.
Second Amendment to Declaration of Covenants, Conditions and Restrictions of Montecito at Otay
Ranch recorded August 30,2006 as Document No. 2006-0619008
~age\bi
SCHEDULE B
(continued)
29. Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based
upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability,
handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal
laws, except to the extent that said covenant or restriction is permitted by applicable law) as set
forth in the document
Recorded:
January 19, 2006 as File No. 2006-0040797 of Official Records
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income as defined in subdivision (P) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status."
Affects: Lot 30
~agJ M
SCHEDULE B
(continued)
30. A Deed of Trust to secure an indebtedness in the original amount shown below.
Amount:
Dated:
Trustor:
Trustee:
Beneficiary:
Loan Number:
Recorded:
$33,500,000.00
March 28, 2006
Otay Ranch Investments, LLC, a Delaware limited liability company
First Bank, a Missouri banking corporation
First Bank, a Missouri banking corporation
406063035287
April 5, 2006 as Document No. 2006-0235562 and re-recorded April
17,2006 as Document No. 2006-0266371
Affects:
Lot 30
An Agreement to modify the terms and provisions of said Deed of Trust as therein provided.
Executed by:
Otay Ranch Investments, LLC, a Delaware limited liability company
and First Bank, a Missouri banking corporation
July 28, 2006 as Document No. 2006-0536346
Recorded:
31. A document entitled "Subdivision Improvement Agreement", dated, May 25, 2006, executed by
Otay Project L.P. and City of ChuJa Vista, subject to all the terms, provisions and conditions
therein contained, recorded May 26, 2006 as File No 2006-0375302 of Official Records.
32. A document entitled "Supplemental Subdivision Improvement Agreement", dated, May 25,
2006, executed by Otay Project L.P. and City of Chula Vista, subject to all the terms, provisions
and conditions therein contained, recorded May 26, 2006 as File No. 2006-0375301 of Official
Records.
33. Provisions of the dedication statement on the Map shown below, which offer to dedicate an
irrevocable fee interest in the land herein described for open space and other public uses.
Map of:
Affects:
15350
LotD
34. Provisions of the dedication statement on the Map shown below, which offer to dedicate an
irrevocable fee interest in the land herein described for public park purposes.
Map of:
Affects:
15350
Lots A, Band C
~-115
Page 04
SCHEDULE B
(continued)
35. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map of:
Easement
Purpose:
Affects:
15350
Public access for park use and other public purposes
Lot 15
36. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map of:
Easement
Purpose:
Chula Vista Tract No. 06-05, Otay Ranch Village 2 "A" Map
Affects:
General utility and access, landscape buffer and sidewalk, drainage,
private reciprocal access and utility
As shown on said map
Plge'!b!i
SCHEDULE B
(continued)
37. Provisions, herein recited, of the dedication statement on the
Map of:
Provisions:
15350
Lots 4, 5, 9, 14, 28 and 29 are non-buildable lots. A certificate of
compliance or subsequent final map must be approved by the City of
Chula Vista prior to the issuance of any building permits for said
lots.
38. Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based
upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability,
handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal
laws, except to the extent that said covenant or restriction is permitted by applicable law) as set
forth in the document
Recorded:
May 31, 2006 as Document No. 2006-0385428, 2006-0385464,
2006-0385470,2006-0385517,2006-0385721, 2006-0385770, 2006-
0385801, , 2006-0385834, 2006-0385985, 2006-0386006 and 2006-
0386008; June 15, 2006 as Document No. 2006-0426863, 2006-
0426865,2006-0426867 and 2006-0426869
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income as defined in subdivision (p) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status."
Affects: Lots 1,2,3,6,7,8,10,13,16 through 24 and 27
39. An easement for the purpose shown below and rights incidental thereto as reserved in a document.
Affects:
Private reciprocal access and utility
May 31, 2006 as Document No. 2006-0385471, 2006-0385771,
2006-0385802 and 2006-0386009; June 15, 2006 as Document No.
2006-0426819, 2006-0426868 and 2006-0426870; June 30, 2006 as
Document No. 2006-0465915
Lots 6, 7,16,19,22,23,24,31 and 32
Purpose:
Recorded:
Said easement has been granted and reserved in various deeds of record
3-117
Page 100
SCHEDULE B
(continued)
40. A Deed of Trust to secure an indebtedness in the original amount shown below.
Amount:
Dated:
Trustor:
Trustee:
Beneficiary:
Recorded:
$24,500,000.00
May 1,2006
Otay Ranch JC R-6, LLC, a Delaware limited liability company
First Bank, a Missouri banking corporation
First Bank, a Missouri banking corporation
May 31, 2006 as Document No. 2006-0385803
Affects:
Lot 23
41. A Deed of Trust to secure an indebtedness in the original amount shown below.
Amount:
Dated:
Trustor:
Trustee:
Beneficiary:
Recorded:
$23,500,000.00
May 24, 2006
Otay Ranch JC R-9, LLC, a Delaware limited liability company
Chicago Title Company
Central Pacific Bank, a Hawaii banking corporation
June 2, 2006 as Document No. 2006-0393335
Affects:
Lots 20 and 21
42. A Deed of Trust to secure an indebtedness in the original amount shown below.
Amount:
Dated:
Trustor:
Trustee:
Beneficiary:
Recorded:
$24,170,000.00
May 31, 2006
Otay Ranch JC R-7, LLC, a Delaware limited liability company
Chicago Title Company
Chinatrust Bank (U.S.A.), a California banking corporation
June 5, 2006 as Document No. 2006-0393672
Affects:
Lot 24
43. A Deed of Trust to secure an indebtedness in the original amount shown below.
Trustee:
Beneficiary:
Recorded:
$30,800,000.00 and $14,000,000.00
May 12, 2006
Otay Ranch Twenty-Two, LLC, a Delaware limited liability
company
U.F. Service Corporation, a California corporation
United Commercial Bank, a California banking corporation
June 5, 2006 as Document No. 2006-0393673
3-11R
Page 10"'7
Amount:
Dated:
Trustor:
SCHEDULE B
(continued)
Affects:
Lot 3
44. A Deed of Trust to secure an indebtedness in the original amount shown below.
Amount:
Dated:
Trustor:
Trustee:
Beneficiary:
Recorded:
$21,000,000.00
June 16, 2006
Otay Ranch Eighteen, LLC, a Delaware limited liability company
Chicago Title Company
KeyBank National Association, a national banking association
June 16,2006 as Document No. 2006-0428745
Affects:
Lot6
45. A document entitled "School Facilities Funding and Mitigation Agreement", dated, January 23,
2006, executed by Sweetwater Union High School District, Otay Project L.P., a California limited
partnership, Otay Ranch vn JC, LLC, a Delaware limited liability company, Otay Ranch Twelve,
LLC, a Delaware limited liability company, Otay Ranch VII-I, LLC, a Delaware limited liability
company and Otay Ranch R-2B, LLC, a Delaware limited liability company, subject to all the
terms, provisions and conditions therein contained, recorded June 19,2006 as Document No. 2006-
0433349.
46. A covenant and agreement upon and subject to the terms and conditions therein
Executed By:
In Favor Of:
Recorded:
Otay Project L.P. and Flatrock Land Company, LLC
City of Chula Vista
June 28, 2006 as Document No. 2006-0458125
Reference is hereby made to said document for full particulars.
~-11!l
Page 108
SCHEDULE B
(continued)
47. A covenant and agreement upon and subject to the terms and conditions therein
Executed By:
In Favor Of:
Recorded:
Otay Project L.P. and Flatrock Land Company, LLC
City ofChula Vista
June 28, 2006 as Document No. 2006-0458126
Reference is hereby made to said document for full particulars.
48. A covenant and agreement upon and subject to the terms and conditions therein
Executed By:
In Favor Of:
Recorded:
JPB Development and Championship Off-Road Racing (CORR)
City ofChula Vista
July 7, 2006 as Document No. 2006-0479843
Reference is hereby made to said document for full particulars.
49. A covenant and agreement upon and subject to the terms and conditions therein
Executed By:
In Favor Of:
Recorded:
JPB Development and Championship Off-Road Racing (CORR)
City of Chula Vista
July 19,2006 as Document No. 2006-0507414
Reference is hereby made to said document for full particulars.
50. Any easements not disclosed by those public records which impart constructive notice and which
are not visible and apparent from an inspection of the surface of said land.
51. Matters which may be disclosed by an inspection or survey of said land or by inquiry of the parties
of possession thereof.
52. Any rights of parties in possession of said land, based on any unrecorded Lease, or Leases.
This Company will require a full copy of any unrecorded Lease be submitted to us, together with
all supplements, assignments and amendments, before issuing any policy oftitle insurance.
END OF SCHEDULE B
3-120
Page 109
INFORMATIONAL NOTES
Note No.1: Property taxes, including any personal property taxes and any assessments
collected with taxes, for the fiscal year 2005 - 2006
1" Installment:
2nd Installment:
Code Area:
$7,118.78 Paid
$7,118.78 Paid
01262
Assessors Parcel Number:
644-030-07
Note No.2: Property taxes, including any personal property taxes and any assessments
collected with taxes, for the fiscal year 2005 - 2006
I" Installment:
2nd Installment:
Code Area:
$14,526.98 Paid
$14,526.98 Paid
01265
Assessors Parcel Number:
644-030-10
Note No.3: Property taxes, including any personal property taxes and any assessments
collected with taxes, for the fiscal year 2005 - 2006
I" Installment:
2nd Installment:
Code Area:
$17,308.60 Paid
$17,308.60 Paid
01265
Assessors Parcel Number:
644-030-14
Note No.4: Property taxes, including any personal property taxes and any assessments
collected with taxes, for the fiscal year 2005 - 2006
1 it Installment:
2nd Installment:
Code Area:
$249.87 Paid
$249.87 Paid
01265
Assessors Parcel Number:
644-030-16
CLTA Preliminary Report Form (Rev \/1/95)
3-121
Page 11 0
INFORMATIONAL NOTES
(continued)
Note No.5: Property taxes, including any personal property taxes and any assessments
collected with taxes, for the fiscal year 2005 - 2006
I Sl Installment:
2"d Installment:
Code Area:
$0.00 Not billable
$0.00 Not billable
01265
Assessors Parcel Number:
644-030-17
Note No.6: Property taxes, including any personal property taxes and any assessments
collected with taxes, for the fiscal year 2005 - 2006
I Sl Installment:
2"d Installment:
Code Area:
$15,809.92 Paid
$15,809.92 Paid
01262
Assessors Parcel Number:
644-030-18
Note No.7: Property taxes, including any personal property taxes and any assessments
collected with taxes, for the fiscal year 2005 - 2006
I Sl Installment:
2"d Installment:
Code Area:
$113.22 Paid
$113.92 Paid
01265
Assessors Parcel Number:
644-030-19
Note No.8: Property taxes, including any personal property taxes and any assessments
collected with taxes, for the fiscal year 2005 - 2006
I Sl Installment:
2"d Installment:
Code Area:
$32,218.19 Paid
$32,218.19 Paid
01265
Assessors Parcel Number:
644-030-21
Plge11~f
INFORMATIONAL NOTES
(continued)
Note No.9: Property taxes, including any personal property taxes and any assessments
collected with taxes, for the fiscal year 2005 - 2006
I" Installment:
2nd Installment:
Code Area:
$0.00 Not billable
$0.00 Not billable
01265
Assessors Parcel Number:
644-030-23
3-123
Page 112
CHICAGO TITLE INSURANCE COMPANY
Fidelity National Financial Group of Companies' Privacy Statement
July 1, 2001
We recognize and respect the privacy of today's consumers and the requirements of applicable federal and state
privacy laws. We believe that making you aware of how we use your non-public personal information ("Personal
Information"), and to whom it is disclosed, will form the basis for a relationship of trust between us and the public
that we serve. This Privacy Statement provides that explanation. We reserve the right to change this Privacy
Statement from time to time consistent with applicable privacy laws.
In the course of our business, we may collect Personal Information about you from the following
sources:
. From applications or other forms we receive from you or your authorized representative;
. From your transactions with or from the services being performed by, us, our affiliates or
others;
. From our Internet web sites;
. From the public records maintained by government entities that we wither obtain directly from
those entities, or from our affiliates or others; and
. From consumer or other reporting agencies
Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal
Information
We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized
access or intrusion. We limit access to the Personal Information only to those employees who need such access in
connection with providing products or services to you or for other legitimate business purposes.
Our Policies and Practices Regarding the Sharing of Your Personal Information
We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real
estate settlement service providers. We may also disclose your Personal Information:
. To agents, brokers or representatives to provide you with services you have requested;
. To third-party contractors or service providers who provide services or perform marketing or
other functions on our behalf; and
. To others with whom we enter into joint marketing agreements for products or services that we
believe you may find of interest.
In addition, we will disclose your Personal Information when your direct or give us permission, when we are required
by law to do so, or when we suspect fraudulent or criminal activities. We also may disclose your Personal
Information when otherwise permitted by applicable privacy laws such as, for example, when disclosure is needed
to enforce our rights arising out of any agreement, transaction or relationship with you.
One of the important responsibilities of some of our affiliated companies is to record documents in the
public domain. Such documents may contain your Personal Information.
Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or
Deletion
Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out
to whom your Personal Information has been disclosed. Also, certain states afford you the right to request
correction, amendment or deletion of your Personal Information. We reserve the right, where permitted by law, to
charge a reasonable fee to cover the costs incurred in responding to such requests.
Privacy Statement (10.21-03)
3.gl 24
CHICAGO TITLE INSURANCE COMPANY
All requests must be made in writing to the following address:
Privacy Compliance Officer
Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, FL 32204
Multiple Products or Services:
If we provide you with more than one financial product or service, you may receive more that one privacy
notice from us. We apologize for any inconvenience this may cause you.
Privacy Statement (10-21-03)
Bag~ 215
LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not
pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning
laws, ordinances, or regulations) restricting, regulating, prohibiting .or relating (i) the occupancy,
use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now
or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or
area of the land or any parcel of which the land is or was a part; or (iv) environmental protection,
or the effect of any violation of these laws, ordinances or governmental regulations, except to the
extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance
resulting from a violation or alleged violation affecting the land has been recorded in the public
records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of
the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or
alleged violation affecting the land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public
records at Date of Policy, but not excluding from coverage any taking which has occurred prior to
Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or
agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the
insured claimant and not disclosed in writing to the Company by the insured claimant prior to the
date the insured claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or resulting in loss or damage which would not
have been sustained if the insured claimant had paid value for he insured mortgage or for the
estate or interest insured by this policy.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured
at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply
with the applicable doing business laws of the state in which the land is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of
the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit
protection or truth in lending law.
6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by
this policy or the transaction creating the interest of the insured lender, by reason of the operation of
federal bankruptcy, state insolvency or similar creditors' rights laws.
Exceptions and Exclusions
:hg12B;
EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees
or expenses) which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority
that levies taxes or assessments on real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such
proceedings, whether or not shown by the records of such agency or by the public records.
2. Any facts, rights, interests, or claims which are not shown by the public records but which could be
ascertained by an inspection of the land which may be asserted by persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which
a correct survey would disclose, and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the
issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under
(a), (b) or (c) are shown by the public records.
Exceptions and Exclusions
~2"
AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and
. expenses resulting frorn:
1. Governmental police power, and the existence or violation of any law or government regulation. This
includes building and zoning ordinances and also laws and regulations concerning:
. land use
. improvements on the land
. land division
. environmental protection
This exclusion does not apply to violations or the enforcement of these matters which appear in the
public records at Policy Date. This exclusion does not limit the zoning coverage described in Items
12 and 13 of Covered Title Risks.
2. The right to take the land by condemning it, unless:
. a notice of exercising the right appears in the public records on the Policy Date
. the taking happened prior to the Policy Date and is binding on you if you bought the land
without knowing of the taking
3. Title Risks:
. that are created, allowed, or agreed to by you
. that are known to you, but not to us, on the Policy Date -- unless they appeared in the public
records
. that result in no loss to you
. that first affect your title after the Policy Date -- this does not limit the labor and material lien
coverage in Item 8 of Covered Title Risks
4. Failure to pay value for your title.
5. Lack of a right:
. to any land outside the area specifically described and referred to in Item 3 of Schedule A
OR
. in streets, alleys, or waterways that touch your land
This exclusion does not limit the access coverage in Item 5 of Covered Title Risks.
Exceptions and Exclusions
~"In
EXCEPTIONS FROM COVERAGE
In addition to the Exclusions, you are not insured against loss; cost, attorneys' fees and expenses
resulting from:
1. Someone claiming an interest in your land by reason of:
A. Easements not shown in the public records
B. Boundary disputes not shown in the public records
C. Improvements owned by your neighbor placed or you land
2. If, in addition to a single family residence, your existing structure consists of one or more Additional
Dwelling Units, Item 12 of Covered Title Risks does not insure you against loss costs attorneys'
fees, and expenses resulting from:
A. The forced removal of any Additional Dwelling Unit, or,
B. The forced conversion of any Additional Dwelling Unit back to its original use.
if said Additional Dwelling Unit was either constructed or converted to use as a dwelling unit in
violation of any law or government regulation.
Exceptions and Exclusions
!ag4 219
CALIFORNIA LAND TITLE ASSOCIATION HOMEOWNER'S POLICY OF TITLE INSURANCE (6/2/98)
CL T A HOMEOWNER'S POLICY OF TITLE INSURANCE (6/2/98)
ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10/17/98)
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and
expenses resulting frorn:
1. Governmental police power, and the existence or violation of any law or government regulation. This
includes ordinances, laws and regulations concerning:
a. Building
b. Zoning
c. Land use
d. Improvements on Land
e. Land division
f. Environmental protection
This Exclusion does not apply to violations or the enforcement of these matters if notice of the
violation or enforcement appears in the Public Records at the Policy Date.
This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17, or 24.
2. The failure of Your existing structures, or any part of them, to be constructed in accordance with
applicable building codes. This Exclusion does not apply to violations of building codes if notice of
the violation appears in the Public Records at the Policy Date.
3. The right to take the Land by condemning it, unless:
a. notice of exercising the right appears in the Public Records at the Policy Date; or
b. the taking happened before the Policy Date and is binding on You if You bought the Land without
Knowing of the taking.
4. Risks:
a. that are created, allowed, or agreed to by You, whether or not they appear in the Public Records;
b. that are Known to You at the Policy Date, but not to Us, unless they appear in the Public Records
at the Policy Date;
c. that result in no loss to You; or
d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk
7, a.d. 22, 23, 24 or 25.
Exceptions and Exclusions
!lag~ !l~
5. Failure to pay value for Your Title.
6. Lack of a right:
a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A;
and
b. in streets, alleys, or waterways that touch the Land.
This Exclusion does not limit the coverage described in Covered Risk 11 or 18.
Exceptions and Exclusions
~..!l"1~~
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH AL T A ENDORSEMENT - FORM 1 COVERAGE
and
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92)
WITH AL T A ENDORSEMENT - FORM 1 COVERAGE
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not
pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning
laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the
occupancy, use, or enjoyrnent of the land; (ii) the character, dimensions or location of any
improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in
the dimensions or area of the land or any parcel of which the land is or was a part; or (iv)
environmental protection, or the effect of any violation of these laws, ordinances or governmental
regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect,
lien or encumbrance resulting from a violation or alleged violation affecting the land has been
recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of
the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or
alleged violation affecting the land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public
records at Date of Policy, but not excluding from coverage any taking which has occurred prior to
Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the
insured claimant and not disclosed in writing to the Company by the insured claimant prior to the
date the insured claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the
priority of the lien of the insured mortgage over any statutory lien for services, labor or material or
to the extent insurance is afforded herein as to assessments for street improvements under
construction or completed at Date of Policy); or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid
value for the insured mortgage.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured
at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply
with applicable doing business laws of the state in which the land is situated.
Exceptions and Exclusions
gagq ~
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of
the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit
protection or truth in lending law.
6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for
services, labor or materials over the lien of the insured mortgage) arising from an improvement or
work related to the land which is contracted for and commenced subsequent to Date of Policy and is
not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage
which at Date of Policy the insured has advanced or is obligated to advance.
Exceptions and Exclusions
I3~13:S
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH AL TA ENDORSEMENT - FORM 1 COVERAGE
and
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92)
WITH AL TA ENDORSEMENT - FORM 1 COVERAGE
(Continued)
7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this
policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights
laws, that is based on:
(i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent
conveyance or fraudulent transfer; or
(ii) the subordination of the interest of the insured mortgagee as a result of the application of the
doctrine or equitable subordination; or
(iii) the transaction creating the interest of the insured mortgagee being deemed a preferential
transfer except where the preferential transfer results from the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
The above policy forms may be issued to afford either Standard Coverage or Extended Coverage.
In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard
Coverage policy will also include the following General Exceptions:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees
or expenses) which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority
that levies taxes or assessments on real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such
proceedings, whether or not shown by the records of such agency or by the public records.
2. Any facts, rights, Interests or claims which are not shown by the public records but which could be
ascertained by an inspection of the land or by making inquiry of persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which
a correct survey would disclose, and which are not shown by the public records.
Exceptions and Exclusions
3's'ltJ4
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the
issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under
(a), (b) or (c) are shown by the public records.
Exceptions and Exclusions
8ag4 lP5
AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92)
and
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not
pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning
laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the
occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any
improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in
the dimensions or area of the land or any parcel of which the land is or was a part; or (iv)
environmental protection, or the effect of any violation of these laws, ordinances or governmental
regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect,
lien or encumbrance resulting from a violation or alleged violation affecting the land has been
recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of
the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or
alleged violation affecting the land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public
records at Date of Policy, but not excluding from coverage any taking which has occurred prior to
Date of Policy which wouid be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the
insured claimant and not disclosed in writing to the Company by the insured claimant prior to the
date the insured claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid
value for the estate or interest insured by this policy.
4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by
this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors'
rights laws, that is based on:
(i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent
conveyance or fraudulent transfer; or
(ii) the transaction creating the estate or interest insured by this policy being deemed a preferential
transfer except where the preferential transfer results from the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
The above policy forms may be issued to afford either Standard Coverage or Extended Coverage.
In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard
Coverage Policy will also include the following General Instructions:
Exceptions and Exclusions
~4~
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees
or expenses) which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority
that levies taxes or assessments on real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such
proceedings, whether or not shown by the records of such agency or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be
ascertained by an inspection of the land or by making inquiry of persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which
a correct survey would disclose, and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the
issuance thereo.f; (c) water rights, claims or title to water, whether or not the matters excepted under
(a), (b) or (c) are shown by the public records.
Exceptions and Exclusions
!xgl m
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not
pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning
laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the
occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any
improvement now or hereafter erected on the land; (Iii) a separation in ownership or a change in
the dimensions or area of the land or any parcel of which the land is or was a part; or (iv)
environmental protection, or the effect of any violation of these laws, ordinances or governmental
regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect,
lien or encumbrance resulting from a violation or alleged violation affecting the land has been
recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of
the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or
alleged violation affecting the land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public
records at Date of Policy, but not excluding from coverage any taking which has occurred prior to
Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the
insured claimant and not disclosed in writing to the Company by the insured claimant prior to the
date the insured claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the
priority of the lien of the insured mortgage over any statutory lien for services, labor or material or
to the extent insurance is afforded herein as to assessments for street improvements under
construction or completed at Date of Policy); or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid
value for the insured mortgage.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured
at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply
with applicable doing business laws of the state in which the land is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of
the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit
protection or truth in lending law.
Exceptions and Exclusions
3>:rg1:3B7
6. Real property taxes or assessments of any governmental authority which become a lien on the Land
subsequent to Date of Policy. This exclusion does not limit the coverage provided under Covered
Risks 7, 8(e) and 26.
7. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to
advances or modifications made after the insured has knowledge that the vestee shown in Schedule
A is no longer the owner of the estate or interest covered by this policy. This exclusion does not limit
the coverage provided in Covered Risk 8.
8. Lack of priority of the lien of the insured Mortgage as to each and every advance made after Date of
Policy, and all interest charged thereon, over liens, encumbrances and other matters affecting the
title, the existence of which are known to the insured at:
(a) The time of the advance; or
(b) The time a modification is made to the terms of the Insured Mortgage which changes the rate of
interest charged, if the rate of interest is greater as a result of the modification than it would have
been before the modification. This exclusion does not limit the coverage provided in Covered
Risk 8.
9. The failure of the residential structure, or any portion thereof to have been constructed before, on or
after Date of Policy in accordance with applicable building codes. This exclusion does not apply to
violations of building codes if notice of the violation appears in the Public Records at Date of Policy.
Exceptions and Exclusions
:tag'!: 3:$3
NOTICE
You may be entitled to receive a $20.00 discount on escrow services if you purchased, sold or
refinanced residential property in California between May 19, 1995 and November 1, 2002. If
you had more than one qualifying transaction, you may be entitled to multiple discounts.
If your previous transaction involved the same property that is the subject of your current
transaction, you do not have to do anything; the Company will provide the discount, provided
you are paying for escrow or title services in this transaction.
If your previous transaction involved property different from the property that is SUbject of your
current transaction, you must inform the Company of the earlier transaction, provide the
address of the property involved in the previous transaction, and the date or approximate date
that the escrow closed to be eligible for the discount.
Unless you inform the Company of the prior transaction on property that is not the subject of
this transaction, the Company has no obligation to conduct an investigation to determine if you
qualify for a discount. If you provide the Company information concerning a prior transaction,
the Company Is required to determine if you qualify for a discount.
Effective through November 1, 2014
~we
EXHIBIT "P"
Village Two Summary Appraisal Report
Complete Appraisal Process
OTAY PROJECT, L. P. PROPERTY
PORTIONS OF THE OTAYRANCH
CHULA VISTA, CALIFORNIA
APPR,uSED FOR
Otay Project, L.P.
270 Newport Center Drive, Suite 200
Newport Beach, California 92660
DATE OF VALUATION
December 31, 2005
DATE OF REPORT
June 30, 2006
APPRAISED BY
Anderson & Brabant, Inc.
353 West Ninth Avenue
Escondido, California 92025
A & B File No. 06-067
Page 130
3-141
EXHIBIT "P" (Continued)
Village Two
SUMMARY APPRAISAL REPORT
COMPLETE APPRAISAL PROCESS
OTAY PROJECT, L. P. PROPERTY
PORTIONS OF THE OTAY RANCH
CHULA VISTA, CALIFORNIA
APPRAISED FOR
Otay Project, L.P.
270 Newport Center Drive, Suite 200
Newport Beach, California 92660
DATE OF VALUATION
December 31, 2005
DATE OF REPORT
June 30, 2006
APPRAISED BY
Anderson & Brabant, Inc.
353 West Ninth Avenlle
Escondido, California 92025
A & B File No. 06-067
Page 131
3-142
EXHmIT "P" (Continued)
ANDERSON /?, BRABANT,INC.
'I'(.LE!5T....t...P"'....."IlUIS...,.OCO..svu..."'rs
353 W. NINTH AVENUE
ESCONDIOO, CAI..IFORNIA 92025.5032
TEI..EPI-tONE f7f30t 741.<1: 46
FAX (71501 741.1049
June 30, 2006
Mr. Ronald P. Therrien
Chief Financial Officer
JPB DEVELOPMENT, LLC
270 Newport Center Drive, Suite 200
Newport Beach, California 92660
Re: Otay Project, L. P. Property
Portions ofthe Olay Ranch
Dear Mr. Themen:
As requested, we have completed a valuation analysis of the above referenced property. You
have requested that we present our findings in a summary format for the purpose of using the
final value conclusion in a financial statemenL
As agreed, our findings and conclusions are set faIth in a summary format. based upon a
complete appraisal process as defined by the Uniform Standards of Professional Appraisal
Practice (USP AP). Our report is intended to comply with the reporting requirements set forth
under Standards Rule 2-2(b) of USPAP. The data and support for the value conclusion are
presented in summary style.
Afier a thorough examination and analysis of appropriate data as they relate to the subject, we have
formed the following opinion of value for the property, as of me above mentioned date.
FOUR HUNDRED FORTY MILLION DOLLARS ($440,000,000)
As part of this assignment, we have estimated a reasonable exposure time for the subject property
of up to two years. The opinion of value expressed herein is subject to certain assumptions and
limiting conditions as set forth in the attached report. A description of the subject property and
discussions of the data and analyses that support the value conclusion are also included in the
report.
We appreciate this opportunity to be of service. Please let u.c;; know if we can be of further
assistance in this matter.
Respectfully submitted,
ANDERSON & BRABANT, INe.
t,,A .b,dY
William B. Anderson, MAl
Certified General Real Estate Appraiser
OREA Appraiser No. AG0023l5
Page 132
3-143
EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vista, California
TABLE OF CONTENTS
EXECUTIVE SUMMARY ...........................................................................................................1
ASSUMPTIONS AND LIMITING CONDITIONS ...................................................................2
APPRAISERS' SIGNED CERTIFICATION .............................................................................5
INTRODUCTION
Identification of the Property. ......................................... ..... ............................... .................. .....6
Purpose and Date of the Appraisal.............................................................................................6
Estimated Exposure Period ................... ............. .............................. ..... ......................... .., ......... 7
Intended Use and Users ................................ ......... ......................................... ........................... 7
Property Rights Appraised ..........................,......... ........ .......... ............... ............... ............ ......... 7
Valuation Premise. ...................................., ........................... .......................... ............ ........ .......7
USP AP Competency Provision ............ .................... ...................................... ............ ........... ....8
Appraisal Development aod Reporting Process ........................................................................8
Effective Date of Value ... ................... ......... ................... .................................................. .........9
Date of Report................ .. .................................. ........................................................................9
Sales History of the Suhject Property .................................................................,......................9
Location Map ..... .................... ............................................................................. ........ ......... ....1 0
Location Description......... ..........., ....,.................. .......................,......................... ....... ............11
DESCRIPTION OF REAL ESTATE APPRAISED
Land Description ................... .......... ...... ............... ..... ............................ ................ ...... ........,... .18
Assessment Infonnation.........n................. ........ .. ..... ...., ......... ............. ........... ......... ... .,....... ..20
Residential .Market Overview......... ................. ......... .......... ..... ................... ........."..... ........... ..20
VALUATION
Highest and Best Use .......................................................................... ........................ .............25
Valuation Methodology ........ .................... .................. .............. ........... .......... ............. ............ .25
Conclusion ............. ............ ....................... ....... .................., .......... .............................. .......... ...31
ADDENDA
Developmental Analysis
Qualifications of the Appraiser
Anderson & Brabant. Inc.
Page 133
3-144
EXHIBIT ."p" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vista, California
Location:
Owner of Record:
Interest Appraised:
Property Description:
Highest and Best Use:
Propnsed Use:
Date of Valuation:
Date of Report:
Appraisal Reporlffype:
Exposure Period:
Value ConclusioD:
EXECUTIVE SUMMARY
Otay Ranch, Chula Vista, California
Otay Project LP
Fee Simple
!.!!!l!
The undeveloped land appraised is summarized in the following
chart.
SFD MF Comm'l CPF INO ...... ""'001
^'" "'. ^"" Units: ^=' ^=' ^=' ^=' ^=' .....
i1lage2 I,Qj6 214.90 1,416 .,.., 19.40 6.10 Sl.SO 1O~
il\aiCl ...,
il111ge6 157 '.m 2.95
AI2{2) 34.40
ViUagc 13 1,842 501.10 m lUG SLlO 12.60
o~' 2,8911 716.00 1,&50 119.60 56.75 10.70 51.SO 5t.20 22.
The total acreage, units and dwelling units per acre for eaeh Village
are shown in the following chart.
Total Total 0....
= Acres Uniu DoIA
"iUage2 396.00 2,472 6.24
mage1 4.60
iIlagc6 7.65 157 20.52
Ana) 34.40
i11alltD 586.00 2,119 3.62
ot.al~ J,028.65 4.i48 4.62
ImDrovements
No structural improvements are included in this appraisal.
Mixed use master planned community.
Parcels are designated fnr various uses including residential,
commercial, industrial, schools, reson and community facilities.
December 31, 2005
June 30, 2006
Complete AppraisaVSummary Report.
Varles depending upon use and size; generally one to six months.
$440,000,000
Anderson & Brabant, Inc.
I
Page 134
3-145
EXHIBIT "P" (Continued)
Undeveloped Portions ofOtay Ranch, Chula Vista, Califomia
ASSUMPTIONS AND LIMITL'l/G CONDITIONS
This appraisal is subject to the following special assumptions and limiting conditions:
1. This is a Summary Appraisal Report which is intended to comply with the reporting standards
set forth under Standsrd Rule 2-2(b) of the Uniform Standsrds of Professional Appraisal
Proctice for a Summary Appraisal Report. As such, it might not include full discussions of the
dsta, reasoning, and analyses that were used in the apprsisal process io develop the appraisers'
opinion of value. Supporting documentation concerning the data, reasoning, and analyses is
retained in the appraisers' files. The infonnation contained in this report is specific to the
needs of the client for the intended use stated in this report. The appraisers are not responsible
for unauthorized use of this report.
2. This is a Complete Appraisal which has heen prepared in conformity "ith the Standsrds of
Professional Apprsisal Prsctice of the Appralsallnstitu\e which incorporales the requiremenis
of the Uniform Standards of Professional Appralsal Proctice (USPAP) adopted by the
Apprsisal Standards Board of the Appralsal Foundation. As such. there are no departures
from Standards Rule 1 ofUSP AP.
3. Development cost infonnation including offsite infrastructure, intracts and impact fees were
provided by the client and used ill our analyses. No independent third party estimates were
obt,ulled. A change in development costs could hsve significant influence on the estimated
market value.
4. The various planning areas have been created by a master tentative map with specific final
maps for those parcels conveyed to others. We have assumed,. for purposes of valuation, that
tlle unsold planning areas can be legally conveyed in accordance with our estimated
absorption period. A change in anticipated product delivery dates could alter the projected
absorption schedule and the estimated market value.
5. The estimatt.'<i market value of the subject property, including current and future development
phases, is based on the assumption that adequate open space has been reserved to facilitate
build out in accordance with project summaries as reflected in this report. Further. there is no
additional marketable open space land available within the Otay Project, L.P ownership. Any
value increment associated with open space land is already incorporated in our value estimate
of the developable acreage.
This appraisal is subject to the following general assumptions and limiting
conditions:
1. It is assumed that information furnished to us by our client including maps. cost
estimates, and legal descriptions are substantially correct.
2. No responsibility is assumed for matters legal in character. nor do we render an opinion
as to title. which is assumed to be held in fee- simple interest as of the date of valuation
unless otherwise specifi,ed.
3. It is assumed that the property is readily marketable, free of all liens and encumbrances
except any specifically discussed herein, and under responsible o\\-nersrnp and management.
Anderson & Brabant, Inc.
2
Page 135
3-146
EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Rmlch, Chula Vista, California
4. Photographs, plat and maps furnished in this appraisal are to assist the reader in visnalizing
the property. No survey of the property has been made, and no responsibility has been
assumed in this matter.
5. It is assumed that there are no legitimate environmental or ecological reasons that would
prevent orderly development of the land to its highest and best use under economically
feasible conditions.
6. Soils engineering studies have not been provided to Anderson & Brabant.lnc. It is therefore
assumed that there are no hidden or unapparent conditions of the property such as hazardous
or toxic wastes and/or other subsoil conditions~ which would render it more or less valuable.
No responsibility is assumed for such conditions or for engineering, which might be
required to discover such factors,
7. The appraisers are not qualified to detect hazardous waste and/or toxic materials. Any
comment by the appraisers that might suggest the possibility of the presence of such
substances should not be taken as confirmation of the presence ofhazardollS waste and/or
toxic materials. Such determination would require investigation by a qualified expert in the
field of environmental assessment. The presence of substances such as asbestos. urea-
formaldehyde fOJUIl insulation, or other potentially hazardous materials may affect the value
of the properties. The appraisers' value estimates are predicated on the assumption that
there is no such material on or in the properties that would cause a loss in value unless
otherwise stated in this report. No responsibility is assumed for any environmental
conditions or for any expertise or engineering knowledge required to discover them. The
appraisers' descriptions and resulting comments are the result of the routine observations
made during the appraisal process.
B. Disclosure of the contents of this appraisal report is governed by the by-laws and regulations
of the Appraisallnstitute. Neither all nor any part of the contents of this report (especially
reference to the Appraisal Institute or the MAl designation) shall be disseminated to the
public through advertising media, public relations media, news media, sales media,. or any
other public means of communication without prior written consent and approval of
Anderson & Brabant, me.
9. The submission of this report constitutes completion of the services authorized. It is
submitted on the condition that the client will provide the appraisers customary
compensation relating to any subsequent required depositions, conferences, additional
preparation or testimony.
to. The valuation estimate is of surface rights only and the mineral rights, if any, have been
disregarded.
11. No warranty is made as to the seismic stability of the subject property.
12, It is assumed that aU applicable zoning and land use regulations and restrictions have been
complied withl unless a nonconformity has been stated, defined, and considered in this
appraisal report.
Anderson & Brabant, Inc.
3
Page 136
3-147
EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vista, California
13. It is assmned that all required licenses, certificates of occupancy, or other legislative or
administrative authority from any local, state, or national government Or private entity or
organization have been or can be obtained or renewed for any use on which the value
estimates contained in this report are based.
Anderson & Brabant, Inc.
4
Page 137
3-148
EXHIBIT "P" (Continued)
Undeveloped Portions ofOtayRanch. Chula Vista, California
APPRAISER'S CERTIFICATE
I do hereby certify that, to the best of my knowledge and belief, ...
1. The statements of fact contllined in this report are true and correcl
2. The reported analyses. opinions. and conclusions are limited only by the reported
assumptions and limiting conditions, and are my personal, impartial, unbiased professional
analyses, opinions and conclusions.
3. 1 have no present or prospective future interest in the property that is the subject of this
report, and we have no personal interest or bias with respect to the parties involved.
4. My compensation is not contingent upon the reporting of a predetermined value that favors
the cause of the client, the amount of the value estimate, the attaimnent of a stipulated
result, or the occurrence of a subsequent event.
5. The appDliser did not base, either partially or completely. their analysis and/or the estimate
of value on the race, color, religion, familial status, hea1~ or national origin of either the
present or prospective owners, occupants. or users of the subject property or the present or
prospective O'NIleI'S, occupants, or users of the properties in the vicinity of the subject
property.
6. My analyses, opinions, and conclusions were developed., and this report has been prepared,
in conformity with the requirements of the Uniform Standards of Professional Appraisal
Practice (USPAP), and the Code of Professional Ethics aod the Standards of Professional
Practice of the Appraisal lnstitute.
7. [ have made a personal inspection of the property that is the subject of thisreport.
8. No one provided significant professional assistance to the persons signing this report.
9. The appnusal assignment was not based on the requested minimum valuation. a specific
valuation, or the approval of a loan.
10. 1be use of this report is subject to the requirements of the Appraisal Institute relating to
review by its duly authorized representatives.
II. M of the date of this report, I have completed the requirements of the continuing
education program of the Appraisal Institute.
f~Bfi~
Certified General Real Estate Appraiser
OREA Appraiser No. AG002315
June 30. 2006
Date
5
Anderson & Brabant, Inc.
Page 138
3-149
EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ran.ch, Chula Vista, California
INTRODUCTION
IDENTIFICATION OF THE PROPERTY
The appraised property consists of portions of the Olay Ranch located partially within the
City of ChuJa Vista and unincozporated San Diego County. These properties are briefly identified
in the following chart.
Summarv of Pro e A raised - 2005 ProeaTotals
SFO MF c._ CFF iNO ..... 50"" 'fota! Touol O~,
l~ A~ ""'... CJlilii' Am. D"'" ^"" A_ ...... A=. A= ^= Unics ""'^
ViIl.se2 1,1)56 214.90 Ul 1.416 9UO 15.10 19.40 6.10 sua 10.30 )96.00 vm .,
Vi1~1 '.60 ..60
illll~6 1~7 4.10 33.40 ,,, 7.' Il7 20.5
P"A12(2) J4.40 J4.40
Vill~p'J 1.842 SOJ.lO 3.68 271 ::lUG 13.13 51.20 tv,/] ',,"00 1.119 ,."
oW, U!l8 716.00 '.M 1.350 119.60 15.47 56.15 10.1G 51.50 SUO 22.' 1028.65 4.743 <6
Nou:. O\'ayTUSIOnl\lParl:openl'p&CllnotincWdcd.m~s
Ownersbin
As of the date of value, title to the appraised property is vested as follows: Olay Project
LP.
LeI!al Deseriotion
No legal description bas been provided for the appraised properly. It would be voluminous.
For purposes of this report, the subject property is legally described by reference to each of the
Village parcels identified lUlder the heading Description of the Real Es~ Appraised.
PURPOSE AND DATE OFTHE APPRAffiAL
The purpose of this appraisal is to estimate the market value of the property as of December
31,2005. As used in this report, Market Value is defined as follow,:
MARKET VALUE is the most probable price which a property should bring in a
competitive and open market under all conditions requisite to a fair sale. the buyer
and seller each acting pruden~y and knowledgeably, and assuming the price is not
affected by undue stimulus. Implicit in this definition is the consummation of a sale
as of a specified date and the passing of title from seller to buyer-under conditions
whereby:
1. Buyer and seller are typically motivated;
2. Both parties are well-infonned or wen-advised, and each acting in what they
consider their own best interests;
3. A reasonable time is allowed for exposure in the open market;
4. Payment is made in tenns of cash in United States dollars or in terms of
financial arrangements comparable thereto; and
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EXHIBIT "P" (Continued)
Undeveloped Portions ofOtay Ranch, Chula Vista, California
5. The price represents the no:nnal consideration for the property sold
unaffected by special or creative financing or sales concessions granted by anyone
associated with the sale.l
ESTIMATED EXPOSURE PERIOD
As a requirement of the UnifolDl Standards of Professional Appraisal Practice, we have
provided an estimate of the exposure period for the subject property. The exposure period or time is
the estimated length of time the property interest being apprnised would have been offered on the
market prior to tbe hypothetical consummation of a sale at market value on the effective date of the
appraisal; a retrospective opinion based upon an analysis of past events assuming a competitive and
open market Exposure time is different for various types of real estate and under various
conditions. It is noted that the overall concept of reasonable exposure encompasses not only
adequate, sufficient, and reasonable time, but also adequate, sufficient and reasonable effort The
reasonable e.1CpOsure period. is a function of price, time, and property use. Considering the scope and
magnitude of the subjecr property, we have estimated that exposure time could vary anywhere from
six months to two years.
INTENDED USE & USERS
Our clien~ JPB D.velopmen~ LLC, Otay Project, LLC, Otay Project LP, South Bay Project
LLC, and users of the financial statement for which our value estimate has been prepared arc
considered to be the only users of this apprnisal report Any other party who may receive this report
is not an intended user. Weare not responsible for unauthorized use of this report.
PROPERTY RIGHTS APPRAISED
The estate appraised is the fee simple interest, subject to covenants, conditions, and
restrictions of record, if any. As used in this reportJee simple interest is defined as follows:
"Absolute ownership lU1encumberad by any other interest or estate, subject only to
the limitations imposed by the governmental powers of taxation, eminent domain,
police power. and escheat...1
VALUATION PREMISE
The valuation premise is based on a sale of the land to a single entity who would then
market the individual parcels over time to merchant builders aod others. To accomplish tbis goal,
we have prepared a subdivision analysis incorporating discounted cash flow methodology that
specifically addresses projected timing for the sale of product to third parties, as well as the cost to
create the finished product. (Refer 10 Special Assumptions No.3 and 4).
llWJoK.l1[MI of hnl F...ll1fi1, 12. td. (t'hlcago; J\ppt'llisuI1nstl1\lle., 20(1). p. 23
'Th" [)icrirvltuv ofRlIIli F:.Jttlfl!.Aoomiml 3d Ed. (Chicago: AppraisallnstiWle. 1993). p. 140
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EXHIBIT "P" (Continuecll
Undeveloped Portions ofOtay Ranch, ChuJa Vista, California
USP AP COMPETENCY PROVISION
We, the offices of Anderson & Brabant, Inc., and specifically William B. Anderson, MAl,
have the knowledge and experience to complete this appraisal assignment and have appraised this
property type before. Please refer to the appraiser's experience data included in the Addenda to this
report for additional infonnation.
APPRAISAL DEVELOPMENT AND REPORTING PROCESS
The appraisal development process reflected in this report is intended to follow the
Complete Appraisal guidelines as defined by USPAP. A Complete Appraisal is the act or process
of estimating value where the Departure Provision is not invoked. This is also a Summary appraisal
report as defined by USPAP. It is a written report prepared in accordance witil Standards Rule 2-
2(b) reiating to a Complete or Limited Appraisal performed under Standard I. A Summary Report
presents a concise presentation of all data, reasoning. and analyses used in the appraisal process to
develop the opinion of value. In preparing this appraisal, we took the following steps.
. The first step in the analysis was to conduct a preliminary SUI'V'ey of the subject property and
surrounding area in order ID more accuntlely define the appraisal problem and identify the
methods and techniques necessary to accomplish the objective nfthis appraisal report. Legal
aspects of the subject property were investigated regarding its potential uses within the
context of its surrounding area and entitlem.ent status.
. The general area was inapected for the ptnpOse of identifying those specific boundaries
within which data that could be considered relevant to this llIllllysis would most likely be
located. The intent of this inspection was also to identify physical conditions, neighborhood
development trends, and oiher factors that affect real property value in the subject area. We
have examined the general economy of the region and community to determine trends in
population, housing, employment, financing, and market conditions.
. A detailed search of the subjects' primary market area was performed in order to coHect
relevant sales. Sources of data included the client, County Recorder's office, various market
data services, publishoo reports, and personal contacts. These data were confirmed with
principals, iheir representatives, or agents. In order to obtain a thorough understanding of
real estate market trends in the subject area. interviews were conducted with numerous
local market participants, including real estate agents, developers and investors.
. All three traditional approach"- to value, the Cost, Sales Comparison and lncome
Approaches were considerod. Of these, only the Sales Comparison Approach and Income
Approach (Developmental Analysis) were considered to have applicability in the valuation
ofihe subject property.
. The Sales Comparison Approach was utilized ID value finished lots in the various planning
areas for use in the Discounted Cash Flow Analysis. Upon determination of highest and
best use, the market data were analyzed on tile basis of their overall degree of comparability
to the appraised property.
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EXHIBIT "P" (Continued)
Undeveloped Portions ofOtay Ranch, ellUla Vista, California
. The Developmental Analysis was used to value the subject unsold/undeveloped Parcels in
Villages I, 2, 6 and P A 12, as wen as the undeveloped Parcels planned for Village 13. We
reviewed the closed sales within Villages I and 5, as well as other market data, and
development cost schedules provided for each unsold Parcel.
. The .final step entailed the organization and drafting of the summary appraisal report.
EFFECTIVE DATE OF VALUE
The effective date of value is December 31. 2005.
DATE OF' REPORT
The date of the report is June 30, 2006.
SALES HISTORY OF THE SUBJECr PROPERTY
There have been no arms length transactions involving the appraised property during the
three year period preceding the date of value stated herein.
9
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EXHIBIT."P".(<:~nt~nued)
Undeveloped Portions ofOtay Ranch, Chula Vista, California
LOCATION DESCRIPTION
San Die1!o Countv
San Diego County is 4,261 square miles in sii"', of which around 50 percent is privately
owned. As of Jsnuary 1, 2005, the county population was estimated by the Califurnia
Department of Finsnce Demographic Research Unit at 3,051,280, up 1.3% from the Jsnuary 1,
2004 total of 3,013,014. The terrain varies greatly, from ocesn beaches to foothills, mountains
and deserts. The coastal plain area extends from the ocean to inland areas for 20 to 25 miles.
This is the area that has experienced the bulk of development. This coastal plain area also has a
very desirable year*round climate which attracts both :resid.ents and tourists to the region.
On a regional basis, San Diego County is served by three major freeways. These include
Interstate 5, a coastal route cOIDlecting San Diego with Baja California to the south and the states
of California, Oregon, and Washington to the north; Interstate 8, a major east-west route
connecting San Diego with Arizona and other southwestern states to the east; and Interstate 15,
an inland route connecting San Diego with Riverside and San Bernardino Counties and other
points to the northeast.
There are several important local freeways that provide access within the region. These
include Interstate 80S, inland and parallel to Interstate 5; State Route 94, parallel to Interstate 8;
State Route 163. connecting Interstate lS with downtown San Diego; and State Route 78, the
major east-west freeway in northern San Diego County.
San Diego International Airport (Lindbergh Field) is located near downtown San Diego.
This airport is serviced by eighteen commercial airlines and four scheduled air-freight services.
There are an a<lditional eight small public airports located throughout the county. There is little
commercial air activity at these facilities.
Rail service is provided by San Diego and Arizona Eastern Railroad, Santa Fe Railroad,
and Amtrak. rndu~triallcommercial use of the rail lines for freight carriage has declined in San
Diego over the past fiftet'n years. However, the Amtrak line between San Diego and Los
A.ngeles is popular with commuters. The San Diego Troney (light rail transit system) has opened
several commuter routes in the southern and eastern portions of San Diego County that have
proven very popular. Individual transit districts throughout the COl1I1ty provide local bus service.
The San Diego region is well located and has a moderate climate which is desirable to
most people and which is one of the area's primary attractions. The population and housing
growth are increasing at a faster rate than that found in Southern California as a whole, but those
rates have declined somewhat over the past several years as the available supply of readily
developable land has dwiudled.
There bas been a significant amount of new growth occurring over the past few years. This
includes an increase in the amount of building in the residential market (single family and high-end
multi-family dwellings) as well as commercial, office and industrial uses, and vacancy rates in
existing product have decreased significantly.
The outlook for the San Diego economy. and the real estate component of the economy, is
generally positive. According to the Greater San Diego Chamber ofConunerce. the County's Gross
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EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vista, California
Regional Product (GRP) in 2005 was estimated al $151,105,000, a 6.6 percent increase above the
2004 level. The Chamber forecast for 2006 GRP is SI61 rnillion, a projected 6.6 percent increase
above the 2005 level. To put the area's economy into perspective, in a nmking of nalional
economies, lbe economy of lbe state of California would be ranked 6'" among lbe world's nations,
and lbe County of San Diego would be 30"'. In relative terms, the San Diego economy has
outpertimDed lbe state and the nation since 1996, other !ban the year 2000 when the telccom and
technology bubble in nortbem California swelled output.
The relalive strength of the local economy, low interest rates, an undersupply of land, and
nationwide trends of investing in real estate ralber than the stock: market has led to San Diego
County home values appreciating by one of the highest percentages on record.
According to Dall1Quick InJormntion Systems, median borne values countywide, as of the
end of December 2005, increased 5.1 percent to S516,OOO' compared to December 2004's
$491,000. However, seasonal sales activity in December 2005 fel! 11.3 percent to 4,262
transactions, compared to 4,807 in December 2004. The San Diego Association of Realtors, which
tracks abnut 60 percent of the tnmsactions covered by DoIl1Quick, raported that there were 8,496
detached and 5,645 attached resale homes listed for sale as of December IS, 2005, making for a
ratio of 1.51 single-family detached homes for eacb attached or condo unit. By contrast, in June
2002, the ratio stood at 4.38 to 1. This means resale condos are playing a much bigger role in San
Diego's housing market.. and that doesn't take into account the thousands of former apartments
that condo-conversion companies have put up for sale as nC\v housing.
Housing affordability and household debt remain significant problems for San Diego
residents. Home values appreciated much faster than income levels in the past ten years and this
rapid appreciation of\oeal home values pri.ced many buyers out of the market. In fact, San Diego
has the second worst average home price to average income level in the nation, behind only BostoD.
The median household income in San Diego in 2005 was forecast al $53,091, versus tlle median
home price reported above.
According to Da,aQuick. San Diego County is leading the state in trends that include
buyers' use of adjustable..:rate loans, buiiders turning to condominium conversions, and a
willingoess among buyers to stretch bodgets to get into a home. In addition, local buyers are using
savings and investments to buy rather !ban relying solely on salaries and wages. This puts
additional strains on household budgets and places some families deeper into debt. Many San
Diego workers will leave the regio~ no matter how low the interest rates are. Also, the ERE-
forecasts that as the nalional economy improves, the Federal Reserve could continue to fo",e
interest rates higher, which would promPt the last wave of refinances and undoubtedly also slow
down the appreciation of home values.
The ERB concludes that San Diego and the entire nation face difficult situ..uions, most
especially the fallout Jrom the war with Jraq and the stale's budget problems, althnugh California's
strong economic recovery over the past two years has helped somewhat in dealing with that matter.
Nevertheless, despite an the challenges, San Diego remains a dynamic business community blessed
with many valuable assets, diversified industries, an educated work force. R&D facilities and a high
quality of life. Coupled with the resilience of the county's workers, companies and industries,
economic opportunity and prosperity should continue within the region.
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EXHIBIT "P" (Continued)
Undeveloped Portions orOtay Ranch, Chula Vista, Califomia
Citv of Chula Vista
Chula Vista, which encompasses over 50 square miles, is in south San Diego County
between National City to the north, and ihe San Diego communities of Nestor and San Ysidro to the
south. Chula Vista is about seven miles south of downtown San Diego and seven miles north of the
International Border with Mexico. The eastern boundary is approximately 4.8 miles east of the San
Diego Bay shoreline. The north and east bOlmdaries are formed by the community of Boniia,
unincorporated county lands, and the area knOv,TI as Olay Lakes. From San Diego Bay, elevations
typically increase to a coastal plain 21300 feet ahove mean sea level, with elevations near 600 feet
in the eastern portions oflhe city.
Highways in the area include Interstate 5, the major north/south freeway connecting the
coastal areas; Interstate 805, the major inland north/south frocv,ay; and Highway 54 (South Bay
Freeway), which runs east/west aod inters""ts Interstates 5 and 805. Interstate 905 is a southern
link between Interstate 5 and Interstate 805 in the San Ysidro area. These freeways provide good
access to and from Chula Vista. The SR-125 project, referred to as the South Bay Expressway,
is scbeduled for completion in early 2007. The combined SR-125/South Bay Expressway will
link SR-905 in Otay Mesa to the SR-54 in Spring Valley where it will connect with the existing
125 providing access north to Saniee. Lindbergh Field, Sao Diego County's international
airport, is about lO miles north of Chula Vista and is served by major and commuter airlines.
International Airport, which is south of Chula Vista in Tijuana, Mexico, also provides
international air travel services. Brown Field, which is southeast of the city, is the local general
aviation facility. Commuter rail service is provided by the San Diego Trolley, a light-rail transit
system. Greyhound Bus lines is also active in the area, and an Amtrak. National Rail Service
depot is to the north in downtown San Diego.
According to the Califontia Department of Finaoce, as of January I, 2005, the population
ofChula Vista was 217,543, whicb represents a 4.3% increase from the 2004 figore of208,510.
According to SANDAG's 2030 Cities/County Forecast, the long~term forecast is for city growth
to continue over the next 30 years but at a slower pace. SANDAG projects an average annual
wmpoullded growth rate of 2.10% through 2030. Chula Vista's average population per
household as of January 2004 was 2.98 persons witl. a median age of 33.0 years (SANDAG).
According '0 population household income gathered from SANDAG, the 2004 median
household income in Chula Vista was $51,729 per year. The city's median household income
was slightly lower than the region's 2004 median household income of $52,192. Cbula Vista
experienced the second highest increase in the entire county in median household income from
2000 to 2004, increasing by more than 15%. This compares to. the regional increase of 10.2%.
Cbula Vista has adequate police and fire protection, utilities, schools. health care
facilities, shopping facilities, cultural facilities, recreational amenities, etc. Police. fire, and
sanitation departments are city maintained_ An utilities are available including electricity, gas,
water, and sewer. Gas and electricity are provided by San Diego Gas and Electric Co. Water
services are provided by Sweetwater Authority and Otay Water Districts. Sewer is provided by
the city. Cable and telephone services are also available. Southwestern College, a 2-year
commWlity college with an enrollment of more than 17,000 students, is alo.ng Otay Lakes Road
near Rancho Del Rey. A University of California campus is proposed in the southeast portion o.f
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EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vista, California
Otay Ranch. The 400-acre site is adjacent to the 150-aae United States Olympic Training
Center off Olympic Parkway. City tecreational amenities include public and private golf
courses., public swimming pools. tennis courts, recreational centers, Gtay Lakes, and San Diego
Bay which includes an approximate 500 slip bay front marina. Additional plans are for a mixed-
use harborside conununity.
Major local employment includes trade, manufacturing, education. government, and
finance. Approximately 73% of the work force is in service industries. Chula Vista has
experienced continued growth in local trade. Taxable sales have consistently increased over the
past 10 years. A significant influence in the South County area is the labor force and economic
synergism created in Tijuana, Mexico. Bordering Otay Mesa to the south. at the International
Border, Tijuana is a major industrial center where 450 Maquiladora plants employ approximately
70,000 people. Companies in Tijuana include Honeywell, Colgate Palmolive, Hughes Aircraft,
MatteI, Sanyo, and Sony. The dynamics of utilizing inexpensive labor costs in Mexico and
shipping the finished products to Otay Mesa for processing are very advantageous for growth
and stability iu the South County area, which includes Chula Vista. Other significant employers
in the area include BF Goodrich, Aerospace Aerostructures Group, Southwestern Community
College, United States Border Patro~ Raytheon Systems, Sharp Chula Vista Medical Center,
Scripps Memorial Hospital, and Kaiser Permanente.
The area is increasing in population. a result of a continued influx. of residents seeking
housing in one of the new residential developments. New single family detached homes
typically range in size between 1,400 and 4,300 square feet. Pricing typically ranges from
$490,000 to over $1,000,000 with an average of approximately $650,000. Prices of attached
homes typically range from $316,000 to over $623,000 with an average of approximately
$400,000. Rental rates for 2-hedroomll-bath and 3-bedroornl2-bath unita typiCally range from
about $750 to over $2,000 per month. The weighted average rent for 2-bedtoom and 3-bedtoom
apartments are $1,168 and $l,489. respectively. Like most areas of San Diego County, property
values have been increasing. Master planned corrtn1unities comprise the majority of new and
proposed housing in ChuIa Vista and surrounding South County markets. These communities
otTer a variety of products within a defmed neighborhood that includt::s exclusive amenities to
homeowners. Amenities range from scenic open space to a complete mix of recreational,
educational, retail, and commercial facilities.
Cnmmercial development in Chula Vista includes strip and neighborhood retail centers,
two regional shopping centers, and office space. The main focus of commercial development and
related business activity is in the downtown area in ihe vicinity of 300, 4th, and 5th Avenues
betwoon "E" and "1" Streets. The city contains more than 1,800 acres 0 f industrially zoned land.
A summary of the larger commercial/industrial complexes is as follows: EastLake Business
Part< offers 250 acres of office, R&D, and light manufacturing as part of the EastLake master
planned corrununity. Major tenants in this area include United Parcel Service, South Bay
Distrihution Center, and the U.S. Posja! Service Regional Distribution Facility. This project is
also home to Scobee Park, a 7~acre employee recreational facility with tennis courts, basketball
courts, and softball and soccer fields. Rancho Del Rey Business and Retail Center is an 84-acre
center which is part of the Rancho Del Rey master planned community. Major tenants include
The Home Depot, Costco, South Bay Board of Realtors, Sunrise Jewelry Manufacturing, and
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EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vista, Califurnia
Brunswick Premier Lanes. Olay Rio Business Park is a 100-acre park that was planned to
contain warehousing. distribution, and light industrial uses. However, the project's land use will
change, allowing a recently opened Knott's Soak City waler park, Coon;' Amphitheater, and an
auto park. The Otay Valley Road iudustrial area has 400-acres which serves both border areas
including South County and Tijuana.
Chula Vista does not have a moratorium on new housing units. However, the city did
implement a Threshold Ordinance in 1987. The ordinance integrates the necessary approvals for
new development with proper infrastructure planning and financing. Implementation of the
program will assure that significant, adverse impacts are avoided or reduced through sound
planning and that public services and the quality of the environment will be preserved and
enhanced. In Dccember 1989, the city adopted a Growth Management Element that specified
criteria involving a facilities-driven growth management program.. New master planned
developments have adopted special assessment districts as the primary means of assuring proper
construction and financing infrastructure. The Growth Management Oversight Commission
(GMOC) takes into account past and future growth relative to quality of life facton;. Should the
quality of life facton; fall below service level thresholds, the city can issue a building permit
moratorium, As of late, the city has entered into separate agreements with various master
developers which stipulates permit issues to infrastructure construction.
One major nuisance in the community is occasional traffic congestion on me major
surface streets and freeways. Nevertheless, this congestion is typical of well-developed
communities in San Diego County. Residential properties near industriaVcommercial centers are
also subject to some adverse location faCTOrs,
The long-term potential for Chula Vista is favorable. It is a weU.established community
in south San Diego County. Continued development of new housing and resulting population
growth should also bene.tit commercial construction and businesses. Overall, the real estate
markets in Chula Vista are expected to follow the generally positive trends of San Diego County
and southern California
Nei2"hborbood DescriDtion
The appraised properties are within Villages 1,2,6 and 13 and also include a commercial
zoned parcel within P A 12, all in the master planned Otay Ranch on the cast and of the city and
partially within an unincorporated area of the County of San Diego. Otay Ranch was planned to be
a balanced community with housing, shops, workplaces, schools, parks, civic facilities and open
spaces. The m~ority of development is being clustered in villages, with conveniently located
features and well-defined edges such as the C1lula Vista Greenbelt, open spaces, and wildlife
corridors,
Consisting of 22,899 acres, Otay Ranch is primsrily situated between Telegrsph Canyon
Road to the north and Otay Valley Road to the south, north and south of Otay Lakes Road, and
south and southeast of Proctor Valley Road. The combined properties of Otay Ranch span a
distance of about 12 miIesfrom east to west, and eight and one-half miles from north to south.
Approximately 9,100 acres (14.2 square miles) were annexed by the city of Chula Vista on
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EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chola Vista, California
March 20, 1997. A large portion of the Ranch is presently in the County of San Diego, although it
is planned to annex those areas later.
In 1993, the City of Chula Vista and the San Diego County Board of Supervisors jointly
adopted the Olay Ranch General Develnpment Plan/Sub-regional Plan for the master planned
community of Olay Ranch. The plan consists of 11 uroan villages that will ultimately contain
approximately 27,000 dwelling units and support commercial and community facilities. The plan
governs the Olay Ranch properties, including all of the subject parcels. For planning purposes,
Otay Ranch has been grouped geographically to form three distinct parcels: I) Otay Valley
Parcel, 2) Proctor Valley Parcel, and 3) San Ysidro Mountains Parcel.
The Otay Valley Parcel, in which the subject is located, is the largest and most westerly
parcel of the three. The totai land area is approximately 9,449 acres. Telegraph Canyon Road
bounds the parcel on the north, the western extension of Heritage Road and the Otay Landfill site
on the west, Brown Field on the south, and Lower Otay Lake on the east. The Otay Valley
bisects th~ southern portion of this parcel east to west. Approximately 9, I 00 acres of the Olay
Valley Parcel were annexed by the city ofChula Vista on March 20, 1997.
The Olay Valley Parcel is the most uroan of the three Olay Ranch parcels. At build-out,
this parcel is to provide a maximum of 21,686 dwelling units accommodating 62,373 residents.
Major components of the land use plan for the Otay Valley Parcel include: 11 urban villages;
SR~125; freev.ray commercial; industrial uses; a university site; eastern urban center; and Otay
Valley Regional Parle The Olay Ranch Town Center is an 850,000 aquare foot regional
shopping mall currently under construction at the intersection of East lake PllIkway and Olympic
PllIkway. The mall will be anchored by Macy's, Barnes & Noble, a l2-screen AMC Theatre and
will offer 150 retail shops, plus restaurants such as The Cheesecake Factory and P.F. Changs,
China Bistro, along with a food pavilion, popper fountains and chalk gardens for children. The
grand opening of the Otay Ranch town Center is scheduled for October 2006.
The Proctor Valley Parcel comprises 7,895 acres and is the most northerly portion of
Otay Ranch, Otay Lakes Road and Lower Otay Lake generally bound this parcel to the south, the
Upper Otay Lake and San Miguel MOWltains to the west, the community of Jamu! to the north.
and vacant agricultural land to the east Development on this portion of Otay Ranch is not
expected for several years.
The San Ysidro Mountains Parcel totals approximately 5.555 acres and is situated at the
southeastern end of Otay Rancb. The eastern ann of Lower Otay Lake and vacant land along
Otay Lakes Road genentlly bound this parcel on the north. Th.e main body of Lower Otay Lake
bounds the parcel to the west, land owned by the BLM to the south and vacant land just west of
the community of DulzuI"'d. to the east Due to the mountainous terrain and its relative distance
from the path of development and lack of direct access, development on this parcel is not
expected for several years.
As of the valuation date, primary regional access to the Omy Ranch is provided by
Interstate 805 (1.805), a north/south freeway located 4 miles inland and approximately two miles
west of the most western boundary of Olay Ranch at Telegraph Canyon Road. Secondary access
is provided by Interstate 5 (1-5), the coastal north/south freeway located six miles west of Otay
16
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EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vista, California
Ranch at Telegraph Canyon Road. State Route 125 (SR-125), an inland toll freeway under
constrUction, will extend through Otay Ranch approximately eight miles inland SR-125 is to
extend south from IntetState 8 through Otay Ranch and the South Bay area to the international
border with Mexico, approximately five miles south of the subject properties. Major east/west
routes through the planning area include Telegraph Canyon Road, Otay Lakes Road and
Olympic Parkway.
The overall development plan for the ranch protects the important na1Ural resources that are
evident in the area. An 1 1,0000acre open space preserve unequaled in San Diego County has been
created to protect most of the Otay Ranch area. Other large open space areas will preserve and
connect many of the natural habitats. Il recognizes the importance of environmental and landform
preservation, and the need to design environmentally sensitive conununities. A large regional trail
system linked to 'lpaseoS" and public parks provides hikers and bikers with a variety of recreational
options.
The Gray Ranch is a well conceived master planned corrununity that has received
enthusiastic market acceptance. Guest builders have provided a variety of housing for its many
residents as well as shopping districts, employment centers, public schools, and recreation
elements. Over time, additional serviccooQriented land uses are planned within Otay Ranch,
which will add to the establishment of the community. New developments in Otay Ranch are
expected to capture a sizeable portion of the real estate market sales activity over the long-Tenn.
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EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vista, California
DESCRIPTION OF REAL ESTATE APPRAISED
LAND DESCRIPTION
Land Area/Shane
The subject consists of undeveloped land and graded pads. The parcels are typically
irregular in shape. Pertinent details of each planning area are shown below.
Village 2 ViUa2e 1 and VUlalle 6
Plan Area Minimum No. of Uni" iPlanArea Average No. of Unit
Parcel No. Lot Size LotsIUnits Acres Per Acre Parcel No. LotSiz.e LotsIUnils Acres Per Acre
R.4 6Oxl05 160 41.50 3.86 VI CPF-2 4.60
R-5 34)(85 130 15.70 8.28 Y6C-1 3.00
R-<I 55x92 63 12.60 5.00 v6 CPF-I 157 4.70 33.40
R-7 60xl00 44 9.40 4.68 PA 12 34.40
R-8 55x92 5J 10.00 5.10 Subtotals 157 46.70
R.9 40];95 101 13.30 7.59 Villa". 13
R-IO MF 90 4.50 20.00 Plan Area. Minimum No. of Units
R-Il MF 144 9.90 14.55 Parce:l No. Lot Size: LotsIUnits Ac.... Per Acre
R-U MF 295 24.00 12.2 R-I 50<100 llO 25.50 4.31
R-13 MF 149 10.30 14.47 &-2 SSxlOO 95 24.20 3.93
R-14 MF 137 7.80 17.56 R-3 70.105 71 26.30 2.7(
R-15 50<85 45 8.10 5.56 R-4 60<105 76 27.10 2.80
R-16 MF 74 3.50 11.14 R-5 55xl00 81 22.20 3.65
R-17 34x85 119 11.50 10.35 R-6 55x92 122 33.40 3.65
R-18A 50<85 66 IUO 5.59 R-7 50<100 III 26.90 4.13
R-18B 60xlOO 46 10.40 4.42 R-8 SSx92 110 23.50 4.68
R-19 40<95 83 10.SO 7.69 R-9 S5xl00 84 19.80 4.2
R-20 60xl05 54 19.30 2.8C R-l0 50xl00 87 20.60 4.22
tR.21 10xl25 31 22.20 lAC R-II 55x92 64 15.80 4.05
R-25 40x95 34 950 358 R.13 6o-xlO5 97 28.50 H(
R~26 34x85 29 8.80 3.30 R-14 70xlO5 82 29.70 2.7<
R-27 MF 110 8.80 12.50 R-15 SOx toO 81 18.70 4.33
R-28 MF S5 5.90 14.41 R-16 55.92 67 14.80 4.53
R-29 MF 152 8.90 17.08 R-J7 60<105 50 16.80 2.98
R-30 MF ISO 10.20 17.65 R-J8 70xlOS SI 28.60 2.83
5-1 School 10.30 R.19 55.100 83 19.80 4.19
CPF-I 1.20 R-20 50.100 99 30.10 3.29
CPF-Z 0.90 R.21 55xl00 102 25.10 4.06
CPF-3 1.70 l<.-22 S5x92 89 23.70 3.76
CPF-4 LSO R-2J MF 277 21.10 13.13
k;FF-5 O.SO Rcson I 41.70
C-I 12.50 Reson2 9.50
IND-1 Industrial 51.50 5-1 12.60
Subtotals 2,472 389.10 Subtotals 2.119 586.00
The totals per Village are summarized in the following chart.
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EXffiBlT "P" (Continued)
Undeveloped Portions ofOtay Ranch, Chula Vista, California
SPD MF Comm'l CPr {NO Resort School Total Total Overall
An'" LoIS Acres Units Ao= Acres A= A= A"os Acre< Acres: Uoits OwA
Viti age 2 1.056 214.90 1,416 93.80 19.40 6.10 SUO 10.30 396.00 2,472 6.24
!village 1 4.60 4.60
Village 6 157 4.70 2.95 7.65 157 2052
PA 12(2) ]<1.40 34.40
Villill!:e 13 1,842 501.10 271 21.10 51.20 I~ 586.00 2,119 3.6
otals 2,898 716.00 1.850 119.60 56.75 10.70 51.50 51.20 22. 1.028.65 4,748 4.62
ToowraDbvlDraina2:e
The bulk of the laud area is level to gently sloping. Drainage appears to be adequate
toward storm drain facilities in the abutting streets and it is asswned that adequate drainage will be
provided as the individual undeveloped parcels are graded.
Soils
No soils reports or studies were provided for the property appraised. The value
conclusion is predicated on the development or use of the subject property in a manner consistent
vlith its highest and best use, as concluded in this report, and does not reflect any value
attributable to minerals or material extraction. In this analysis. it was assumed that there are no
soil conditions- that would adversely impact the existing or proposed use of the site.
Utilities
All necessary wet aud dry public utilities are available including electricity, telephone,
natural gas, water, and sewer service.
Streets. Access and .Emosure
Major road infrastructure is currently available to the subject parcels in Villages 1,2,6 and
PA 12. The intract road networks will be insialled at the time of site development Otay Lakes
Road is currently the only right of way serving Village 13. The conunercial and industrial parcels
have good accessibility and exposure.
E,asements & Encumbrances
We have not reviewed maps showing plotted easement~ and have made the assumption thl;l.t
there are no unusual easement encumbrances that would adversely affect the use or value of the
appraised property based au its estimated highest and best use.
Flood Zone
The subject property is located on FEMA Map Community Map Pauel No. 06073C2176F,
dated June 19, 1997, within Zone X, an area determined to be outside of the SOO-year floodplain.
Earthauake Zone
The property is not within an Alquist-Priolo Earthquake Special Studies Zone. However,
the site is located in an area prone to seismic events. a condition that it shares with other properties
located in the Southern California area
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EXHIBIT "P"(Continued)
Undeveloped Portions of Gtay Ranch, Chula Vista, California
Torlc Hazard
No Phase] Environmenta.! Assessment has been provided. The appraised property is
assumed to be free of contamination.
Land Use
Gtay Ranch is within the city of Chula Vista Otay Ranch General Development Plan and
County of San Diego Gtay Subregional Plan (GDP/SRP). M previously noted, these plans set
forth land use potential for all of the planning areas within each Village. Modifications to the
plans have occurred in the past and it is expected that future changes will also be made; however,
no significant changes are anticipated tbat would have an overall negative i.mpact on the
properties appraised.
ASSESSMENT INFORl\4ATJON
Msessment data for each of the individual parcels under appraisal is not currently available.
Based on a review of real estate taxes on previously developed parcels within Otay Ranch, it is
anticipated that taxes associated with !he existing parcels and future parcels to be developed will
conform to !hose of inunediately surrounding neighborhood properties.
RESIDENTIAL MARKET OVERVIEW
MarketPointe Re-alty Advisors is a San Diego based research firm specializing in all facets
of the residential houaing market by providing market analysis, fesa1bility studies, litigation
S1.1pport and rese.",h databases for builders, developers, lenders, mortgage bankers, and attorneys
nationwide. The film offers a variety of professional consulting services and products to help
businesses and organizations understand new real estate markets, empowering them in future
business acquisitions and other transactions. One such publication is Residential Trends, which
provides a quarterly reporting of residential housing prices and absorption trends for the major
market areas of South em California.
The competitive market area for the appraised property is generally regarded as Soutb San
Diego County. As ShO\'vTI in the fonowing chart, the weighted average of a new attached home
dropped to $404,702 in the fourth quarter of 2005, an 8.72 percent decrease over the first quarter.
Conversions accounied for a large percentage of the atiached sales in this market area. While prices
were decreasing, net sales plunged some 56 percent to 635 net sales from the high of 1,586 during
the second quarter. The total inventory also rose to 6,261 units. Offered and unsold inventory
increased gradually during the first and second quarters, and then more dramatically during the third
and fourth quarters.
20
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EXHIBIT "P" (Continued)
Undeveloped Portions ofOlay R1mcl1, Chula Vista, California
Sonthern San Diego Connty Attached Honsing Summary
4thQ2005 3rd Q 2005 2ndQ 2005 IstQ 2005
DevelOpm'lllS 149 134 119 102
'Total Sold 809 1,539 1,721 1,58
Net Cancelled 174 147 135 15
Not Sold 635 1,392 1,586 1.43
W ciEbted A....el1l.2e Price $404,702 $419,245 $420,993 $443,371
Wei2hted Averaac Sa. Ft 959 1,029 996 1,01
W.icluod $/S,. Fe $422.00 $407.43 $422.68 $437.25
Offered & Unsold Iuventorv 2,650 1,981 1,451 1,221
Remainiog for Develo-pment 3,611 3,283 2,737 1,611
Total [nvcntorv 6,261 5,2~ 4,188 2,832
As shown in Ihe following chart, the detlched segmenl of the housing market fuired
somewhat better than the attached market during 2005. There was a gr.wuai increase in the
weighted average price of a detached home during 2005, but net sales did dwp neariy 77 percent
from the second quarter high of 452. Inventories are up over the previous three quarters, as is the
weighted average square feet.
Southern San Diego Connty Detached Housing Summary
4th Q 2005 3rd Q 2005 2nd Q 2005 1st Q 2005
Developments 29 28 32 40
"'otal Sold 149 310 454 443
Net Cancellt:d 44 4 2 1
Net Sold 105 306 452 44
Weighted Averaee Price 5884,686 5785,004 5721,636 5656,396
Wei~hted Average Sq, Ft 3,000 2,744 2.656 2,444
Weillhted S/Sq, Ft. $294.90 $286.08 $271.70 $268.57
Offered & Unsold Inventory 210 134 88 10<
for Develooment 559 608 617 972
otat Invenklrv 769 742 705 1076
The appraised property is localed within the South County market area of Southern San
Diego County. The other communities in this area include Bonita, imperial Beach, National City,
Palm City, Paradise Hills, San Ysidw, South Bay and South San Diego City. Attached and
detacbed housing market characteristics for this area are shown in the following two charts,
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EXHIBI'f."P" (c:;()utiuued)
Undeveloped Portions ofOtayRaneh, Chula Vista, California
South County Attached Housing Cbaracteristics
No. of Current AvgfDe\l C"'" AvgiDev Tota! Total Cun' Romai
Quart\!r Projects SalcsIWeek Cl.lllSPW SPW CummSpw Pri", SF PeT SF Units Sold Q Sales Unsold For Dev
4ih2005 25 21.28 0.85 40.56 1.62 1387.982 1.075 5360.91 3,175 1,599 185 381 1.195
3rd2005 27 31.63 1.39 48.95 1.81 $394,750 1,245 $317.07 3,351 1,927 398 203 ],221
2nd 2005 24 36.11 J,SO 4437 1.85 S399,75O ],280 $312.30 2,986 1,538 363 128 1~20
Is12oo5 J7 25,00 1.00 :n.oo 2.00 S362,871 1..172 $309.62 2,t33 t,J7S 223 102 856
Suuth Cuunty Detacbed Huuslng Char..teristi<s
No. of Curmrt Av&"Dev c= ^voJDev Total Total Cll" Remain
Quarter Projects Sales'Wuk CurlSPW SPW CummSPW Price SF Per SF Units Sold Q Sales Unsold For Dev
4th 2005 18 6.99 0.39 22.39 1.24 $989,3273,334 $296.74 2,029 1,580 82 112 337
~rd 2005 19 ]6.91 0.89 29.79 !.S? $8]6,6172,801 $291.54 2,205 1.714 216 62 369
..002005 22 23.89 1.09 33.70 1.5J $733,323 2.622 $279.68 2,.548 2,215 294 50 283
1st 2005 26 27.00 1.00 40.00 2.00 $645,999 2 383 $271.09 3,049 2,503 340 66 480
Over the last year, the number of projects in this market area has remained fairly constant,
but the current sales per week have dropped in the attached market some 43 percent between the
third and fourth quarters and about 59 percent in the detached markel during this period. The
average unit size has decreased somewhat in the attached category. with a corresponding increase in
the priee per square fOOl while the size of a detaehed bome increased gradually during the year as
did the per square foot prices. At the end of the fourth quarter there were 1,576 attached units either
unsold or remaining for development which would equate to a sellout period of approximately 38
months if all proposed units were to be developed or the sales rate remained the same as achieved
during the third quarter. In the detached marlret, the ul1501d and remaining for development
inventory would equate to a sellout period of about 20 months. In the attached market, the
remaining seHout period is a difficult element of the market to judge going forward because a
significant percentage of the available units are conda conversions that could revert back to
apartments if necessary, however, this has yet to occur in the San Diego market area during the
recent conversion cycle.
Characteristics of several housing projects selling product in the Chula Vista sub-market
area are shown in the following chart.
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EXHIBIT "P" (Continued)
Undeveloped Portions ofOtay Ranch, Chula Vista, California
Chula Vista Mousin . Market Ttencb 1211 aiM - 3113106
.
faj<<t c.mm.mily """', SIm"'. Uail:S No,Stlle PbD BucPrice 8~ PrKe ....Pric
12110i2004 12/1412005 li231Z
I~rl..:tllt ISastb.kc T ownhonzs llmneOJ '" 152 , $371.$00 S394,000 $361,
, 5418.5'00 1429,000 S411.
l S422.500 S43!l,OOO S4'9,
6/1512005 1211412005 31231200
""'''' Eutlakr: Tewnhotlll:s sn/200S '" 30 , S495,990 S4~,990 '49'
, S54O,990 5565,990 SS.,
, 5622,990 1634.99Q S611
1211012004 IlJl4f.ZOO$ """
Bd\t;meChlliuult Ota>,~h Triple;l; 10118/2003 10' 180 1 5471,990 S43S,900 .m
2 1428,350 1410.990 ''''
l $38.1.900 $3418,990 S3S].
1211!l12OO4 12114/2005 3/23/2
B~lk;l;/. SiUlMiguclRa.w::h Triplex 1111211-004 'OS "' , 5353,900 5379,900 .....
1 $369,900 1.433,490 5411.89
l .359_ $398,900 $lIJ!l,90
12l1MOO4 12f14f2<)(1S ]123,1200
amcN OQ)' Ranch Detaehtd 6/2&'2003 " " , .sa:OS.99<l $815,990 .'"
, ...,,m NA N.
, U96.m S-<J25,990 $.ru,9
6.!1812oo5 1211412005 312312
..apMS Bastlakc TOIlInhol1lell 41912005 134 ,. :14#,290 :S410,990 S410,
54S4,ti9O $44l,OlS $428.
$474.,290 $467,990 $4~;2
61151200.$ 1211412005 )I23,'100ti
Castillial1 Ronillg Hilb lbllCh Detached 4iNODS " " $975,900 $1,100,900 Sl,101
Sl.06I,9OO $1,185,900 $1.217
51.0&.900 $1,180.900 51.246,
$1,073.900 51.229.900 $1.291
1211012004 121141200$
Comcrwme Thcwouds Dl:'tached 7IIj,'4004 67 .. J $974.990 51,001.990
2 $1,022,990 $J.058,990
, 5I.t05,990 $1,208;990
6/1512005 12114/2005
Corrina ElSllPl.le Tripltx 312512005 126 " I 5416,900 $414.990
2 S442,990 S473,990
, l49OJ90 SSJ7,<J<JO
121tO/1O(l4 l2i14J100S
'cllt;qt:L3\lt W~lldiTlg Walk DetachtoJ J/2012004 150 12S I $475,255 '5529,025
, 5496,500 $553,262
, S:S10,OOO $572,000
121101'2004 1211412005
fil.irha...en RDlling Hnls R(m(h DCUlcl1cd 4!SI200.l 164 '" , 5783,.990 5789.990
2 $78S~90 5822,990
, $813,990 $891,990
, .....m $887,990
31i6l2oo5 12/141200$
Urlbin3' WilldingWalk "'''''''' 211912005 113 ,. , $6)14,200 $741,2SJ
2 S709,67S $7S:l,JJS
, 5730,000 5773,734
1211012004 1211412005
erSoleil QulyR:oIch TOWdhoulI;:~ 61412004 '" '" SJll,990 sns.ooo
5354,990 $3.51.4JO
$401,990 Sl99,990
, 13'11.990 $373,990
5 $J&O,9~ S.J33,990
121tGnOO4 1211412005
V31eucl.:t Endlkc Dfl3c:blld 7131.'Z004 .. 74 5749.990 $IUJ,990
5763,990 sm,lI9o
$&06.990 $904.990
IIfUl Mar}:c(PiJDle ~altyAdVJSon .. .. rtltdt OlIIDle:f1C~.ntyht urterfApril 00.
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EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vis"" California
The cbart on the preceding page summarizes price trends for selected projects in ChuIa
Vista during the period 12/1()l04 through 3123106. Included are both attacbed and detached product
types. AJ5 can be seen, prices generally rose duriug 2005, but began declining somewhat during the
first quarter of 2006. The general trend corresponds with the greater Southern San Diego County
market area and the overall South County market Residential land value conclusions rendered in
this report recognize the market trends illustrated in the foregoing discussion.
The question becomes whether or not there will be excess supply due to inadequate demand.
This appraisal is concerned ",ith vacant land, not a proposed attached residential project so a full
blown supply side analysis is not necessary. However. analysts currently suggest an oversupply
exists in many markets in the County and there is some evidence of soft prices and incentives.
especially in some of the conversion projects. Future projects will need to be well timed and offer
an amenity package that provides an edge over the competition. The subject propertY, as part of the
overall project discussed above, features strong location attributes and is at the beginning of the
development cycle which provides the developers an opportunity to create a project responsive to
foreseeable market conditions.
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EXHIBIT "P" (Continued)
Undeveloped Portions ofOtay Ranch, Chula Vista, California
VALUATION
HIGHEST AND BEST USE
Highest and Best Use is an important concept in real estate valuatiau as it represents the
premise upon which value is based. As US<.--d in this report, Highest and Best Use is defined as
follows.
"The reasonably probable and legal use of vacant land or an improved
property, which is physically possible, sppropriately supported, financially feasible,
and that results in the highest value. The four criteria the highest and best use must
meet are legal permissibility, pbysical possibility, financial feasibility, and
maximum profitability.")
The couclusion of highest and best use is determined by social, economic, governmental,
and physical forces. The concept addresses the question oflegally allowable, physically possible,
economically feasible, and maximally productive uses. Potential alternative uses of the property
must be considered in the highest and best use analysis.
Once the legally allowable and physically possible uses have been identified, the economic
viability of the various uses must be detennined. The use is financially feasible if it provides a
positive return to the land. The highest and best use is that use that provides the highest overall
retUrn. The concept of highest and best use first addresses the land as though unimproved and then
as improved..
The appraised property is part of an spproxirnate 23,000 acre master planned community.
It is comprised of land in various stages of entitlements and development. The estimated highest
and best use is to continue the current program of land use, developing and marketing lots to
merchant builders and processing entitlements on the undeveloped land in accordance with the
approved General Development Plan, the Otay Subregional Plan, and the Development
Agreement.
VALUATION METHODOLOGY
Develoomental Analvsis
A developmental analysis was completed based au development and sell-off of the single-
family lots, multi-fiunily sites, commercial properties and other designated Parcels in Villages I, 2,
6 and PA 12, as well as the proposed Parcels in Village 13. The Developmental Analysis provides a
projection of cash flows resulting from the development and sell-off of the subject property over an
estimated holding period. The analysis is intended to simulate the actual cash flows that will accrue
to tbe property as the individual subdivision units are sold and infrastructure and in~tract
improvem.ents are completed. These properties comprise the remaining inventor)' proposed for sal e
or in-house development in the respective Villages for which entitlements are either in place or will
be in place in the near term. The first step in the process is to value the individual parcels in each
village. This is based on a review and analysis of land sale transactions thai can be compared to
~rvofRcalEstalC^rnwaiSlll,3dl:d.\Chi~ AmcricanlmtituttofRealE.slateAppn!ism, 1993}p.149
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EXHIBIT "P" (Continued)
Undeveloped Portions ofOmy Ranch, Chula Vista, CaJifurnia
each of the various property types. There have been no recent third party arms length transactions
of property held by the OIay Project LP ownership, therefore, sales in other locations have been
used to estimate marl<et value. We have assumed that all parcels will be=ferred in a minimum
blue top or superpad condition. Those sales considered in the analysis are summarized in the
following charts.
Datum No Location
I OtzyVillage7
NBHD R7 -IA
OtayViUllge7
NBHDR7-IB
OcayViUage7
NBHDR.5.
4 DUly Ranch
N"BHDI2
Atrium
Easllake.
6 StoncBridgc EmIes
NBHO 4, U"112
Esnella
SanMigueJ~
Monteciw
SallMigllClRanch
9 CharueelairProjcct
4S"""""
10 RivcrwalkSt.
SM'"
11 l.mlllilG Hills Village
EIC...jol'l
l2 Maybockf'rojeet
4S.",.h
a,,,,
llokMillin
Seller
McMillin
Summa or Dmclle4 L,(If s..l~ Tnr.lhrnOA.
Sales NO.Qf Min.Lot
Dale Lots Si%e
Fcb-06 15l 4,25(;
ToW
$38.808,510
Prioe
Pc:rlcltPerl..otFln
5157.010 5270
McMillin
McMillin
.,1>-06 100 3"'20 538.721,600 $242.010 $255,00
Eicrow
"""" I3l '.000 S28.6S3,sQ4 5217,072
",,",w
""~. ., 8.800 $15,936.520 $]]],053
A".." 68 7JOO 530,600.000 $450,000 WO.
Sop-OS 81 t4,OOO S42,930,OOO 5330,000
Nov..(lS " 7.000 $23,672,869 $343,085 S376,688
"""""
NOI'-QS 70 7.000 517,812,500 S254,464 ~
"""""
F,b.Q6 101 ''''' S3S.5SS.ooo S355,000 $35S,
"'=w
F,b.Q6 '" USO $4B.35O,000 5221,789 1265;7&
"'~
JM'" " 2,650 $16,450,000 $283,621 S349,l21
."-ttg-05 00 '.000 $16,728,960 S278,816 $402.",1
,
IDatum ND_ Locaf!on
Mc..\AiIlin
McMillin
Summary nfSupomad Tn.n.:u:rlollS. Smalt ~tacbed. Art:Kh...'I:I and Aoel"tm!nrProiects
Sales Nu.of J::len$ity
Dltte Acres Lot.' DuiA(
Jan-lM 1:0.23 JI6 l_M2
..,
?T'ke I
rotal Perl
$40,100,000 SlUi,S
McMillin
Da\1dsan
{M.yVilI;lb>ei
NBllDR617
RivmvalkSL
SM..
3u In<! Summit
..."'"
Univ..'l'5iIy Commons
SMM_
Marilla, SQ. 0( Wood"ide Wt:J;lcm I'.cific CO Ruidential LLC Apr-oS
Lakl!$i<le
SSMi!l$i{l~OorgeRd.
S~'"
S:utMisue1l!.anch
"I<<"BHDB
Villll.ge4A
RoIlingHill5Rancl!
~JE.Eastlalc.,L.wlSwllpKDHorno:3
"".k<
PL"CC1 D. Eutlakc umd SWll~ Comemtme
ea:stl.ke
Prn:e shown is ...'i1hfM$:.ndCQS1stQ slloaetgrade, Thepwdlue Fioewu S4R,J$O.OOO
!"rico: sbllwn \~wilh f_and COSIliIOW:ctgn>4<:. Tlltpllt'llhaoe price wuSll,672,OOli
l'
,
10
o.vid~on
easltahCc.
218 ]1.41 $Si.942.ooo 5265,78
"9 16J1 S23.3SI,S~ S181,02
'00 20.55 $59,499.900 SJ98.33J
'" 19.26 $18,200,000 SIS9,649
97 22.88 SI2.725,000 SUl,18
'95 19.14 $20,000.000 S102,S
'66 16.bO $17,150,000 $103<.313
134 17..87 SI3.8oo,000 $102.98
'26 15.75 $14,10U,000 S1l1.905
AU;J)S
19.11
Cornerstone
M<::MiHin
Iun..QS
'"
Shea!'roctor Valley Pmcror- Valley
WestParmm
TriMarilPadiie PrtlctOrVaLl~
WestPumers
Buie Ne.....ll1nd Comm.
StmdardPacific Rivcrw1lkLP
Fieldstor.., E.MainSm:t
Lyon Hornell 45 Kelwood
Buy~r
Sil.lI",r
McMmin
J~'
14.60
She~
SbndardPllCiflO:
Rj...~IkLP
5_92
Apr.()ol.
<.24
BllieCom."Tl.
EutlIlkeCo.
D0>>-03
10.19
La Land A~toI: LP Brookfield lie
Pull>:
Hjjll:l'.J>~.SenIL
NO'o'-Q3
10.00
L)'O<IH0fn!:4
TriMatk PKinC'
Oa-03
7.50
SMl1H<Jlnes
McMillin
Sep.03
'.00
I!a$dak"Co.
EutlakeCo.
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EXHIBIT "P" (Continued)
Undeveloped Portions ofOtay RJmch, Chula Vista, California
SIlInUlll of COlWnerchl Lot Tr:ansaction5
Sales ""'" Price
Datum No. Location Buyer Seller n.~ U~ S' Total P<<S
I Parcels J and ~ Confidential Eudake Co. .ob-<l6 AP 181,689 53,633,775 S2'.rn
Eastlakc: Village W. N,,.
Village Walk WWE LLC EastlllkeCo, Nov.OS PCiCN 577,170 $7,673.500 513.30
_ok,
930 3rd Avenue Creekside Vistas CFREILP Nov.OS CCP 246.114 17,toO,ooO $2''&:-
Chula Visla
4 4S Rr:nch Towll Cenler .....'" Newland CoI'!ll11. May-05 PC 1,045,440 $17.772,480 SI7.O<
4S Ranch $3\.0<
see East H. SIAtt. Miguel McMillan TriMarkPac.jfjc Dec"04 Cmnm. %6,092 S14,450,522
ChuJa Vista
6 .""', I..AFito= EasllakeCo. Sq>04 AP 193,145 S4,.5J8,903 5235
EastlaJa,Vil1iLgeW.
7 SEe Scripp5 Poway Pkwy. &. COIICO Applied Mic:o Nov-O) PC 1.371,704 524,824,000 S18.1
Tech Cellfer Dr., POWll."
Based upon an agreement with the client and given the intended use of this report, we have
retained addirional documentation regarding these transactio.ns in our work file and will no.t present
a detailed discussion of each sale. Our analysis of each as an indicator of value for the various
subject planning areas has resulted in the following suggested market values.
Anderson & Brabant, Inc.
27
Page 159
3-170
EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch, Chula Vista, California
Village 2
Ian Area Minirnnm No. of Units Ficishod Total
Parcel No, Lot Size LotsIUJlils Acres Perkre Lot Value Per Parcel Per SF
R.4 60xlO5 160 41.50 3.86 $394,000 $63,040,000
,.5 34x85 130 15.70 8.28 5295,000 $38,350,000
,.6 55x92 63 12.60 5.00 $337,500 $21,262,500
,.7 6Oxl00 44 9.40 4.68 $394,000 $17,336,000
,-8 55:<92 51 10.00 5.10 $337,500 $17,212,500
R.9 40x95 101 13.30 1.59 $315,000 $31,815,000
.10 MF 90 4.50 20.00 S162,000 $ 14,580,000
.II MF 144 9.90 14.55 $190,000 $27,360,000
R.12 Mr' 295 24.00 12.29 $228,000 $67,260,000
R.J3 MF 149 10.30 14.47 $220,000 $32,780,000
R.14 MF 137 7.80 17.56 5162,000 $22,194,000
.<.15 SOxE5 45 8.10 5.56 5315,000 514,175,000
-16 MF 74 3.50 21.14 5162,000 $11,988,000
.17 34x8S 1I9 11.50 10.35 5295,000 $35,105,000
-18A SOx85 66 11.80 5.59 5315,000 520,790,000
R.18S 60x 1 00 46 10.40 4.42 $394,000 518,124,000
R.19 40x95 83 10.80 7.69 $315,000 $26,145,000
[R-20 60x 1 05 54 19.30 2.80 5394,000 521,276,000
R.21 7Ox125 31 22.20 1.40 $461,000 $14.291,000
R-25 40x95 34 9.50 3.58 5315,000 510,710,000
R.26 34x85 29 8.80 3.30 $295,000 $8,555,000
iR.27 MF 110 8.80 1250 5228,000 $25,080,000
R-28 MF 85 5.90 14.41 5200,000 $17,000,000
R.29 MF 152 8.90 17.08 $162,000 $24,624,000
R-30 MF 180 10.2Q 17.65 $162,000 $29,160,000
S-l School 10.30 $2,575,000 52,575,000 55.74
CPF-I 1.20 $360,000 5360,000 $6.89
CPF.2 0.90 $270,000 5270,000 $6.8
~PF.3 l.70 $510,000 S51O,000 56.89
CPP-4 1.50 5450,000 5450,000 56.89
~PF.5 0.80 5240,000 5240,000 56.8
\:.1 12.50 $6,806,250 56,806,250 $12.5
IND.1 Industrial 5l.50 520,000,000 $20,000,000 58.92
~.1 10 1.10 9.09 $1l0,393 51,303,930
MU-l 12 1.40 857 5108,900 $ 1 .306,800
MU.] 38 4.40 8.64 570,24-1 $2,669,158
Totals 2,532 396.00 $666,704,138
Anderson & Brabant, Inc.
28
Page 160
3-171
EXHIBIT "P" (Continued)
Undeveloped Portions of Otay Ranch. Chula Vista, Califumia
Village 1 and Village 6
Plan Area Average No. of' Units Finlsbed Total
lParcel No. LorSizc, LotsIUnits A~ PerAcre LotYalue Pet Parcel Per SF
~~ CPF-2 4.60 $2,760.000 $2.760.000
6C.I 3.00 $1.188.000 $1.188.000
V6CPp.I 157 4.70 33.40 5168.100 526.391.700
iFAI2 34.40 532.999.989 529,675.000 519.80
fro..ls 157 $60.014.700
Plan Area
arcclNo.
-1
-2
.J
-4
R-5
.6
R-7
-8
-9
-10
R-ll
-13
R-14
-IS
R-16
-17
R-18
R.l9
R.20
R~1.1
-22
R-23
Resort 1
eson 2
-1
otals
Minimum
Lot Size
SOx-tOO
SSxlOO
7Qxl0:5
6Oxl05
5SxlOO
55>92
SOxloo
55x92
55x100
50x100
55x92
6Ox105
701<105
50xlOO
SSx92
601<105
70xl05
55xJOO
SOxtOO
55xl00
55x92
MF
Village 13
No. of
LotsIUnits
lID
95
71
76
81
122
III
110
84
87
i\4
97
82
81
67
50
S]
83
99
102
89
271
2.119
Acres
25.50
24.20
26.30
27.10
22.20
33.40
26.90
23.50
19.80
20.60
]5.80
28.50
29.70
18.70
]4.80
16.&0
28.60
19.80
30.10
25.10
23.70
21.10
41.70
9.50
12.60
586.00
Units
Per Acre
4.31
3.93
2.70
2.80
3.65
3.65
4.13
4.68
4,24
4.22
4.05
3.40
2.76
4.33
4.53
2.98
2.83
4.19
3.29
4.06
3.76
]3.13
Finished
Lot Value
$183,500
5]95,000
$224.000
5206.000
$]95.000
$]83.500
$183.500
5183.500
$195,000
$183.500
$]83.500
$206.000
$224.000
$183.500
$183.500
$206,000
$224,000
S195,000
S183,500
.$195,000
5183,500
$125.000
$21.797.424
S4,965,840
S3.150.000
The asswnptions on which the cash flow projections arc based are summarized as follov.-s.
A copy of the analysis can be found in the Addenda section of this report.
Months Per Period: The developmental analysis is based on periodic cash flows
projected over the time required to complete development and sell-off of the subject
property. The cash flows are totaled and analyzed on a quarterly basis and that equates to
three months per period.
Anderson & Brabant; Inc.
Page 161
3-172
29
EXHIBIT "P" (Continued)
Undeveloped Portions ofOtay Ranch, Chula Vista, California
First Unit Sales Period: The first closings are projected to occur in period two,
April through July 2006. Those units projected to sell in period two include Planning Areas
R-B and R-15 in Village 2, comprising land for 154 multi-fiunily units. The commercial lot
in Village 6 is also projected to close during this period. Due to pent up demand, we have
projected that a total of804lotslunits will to be sold during the first year of the study.
Absorption: Sales are projected to be completed within approximately 24 quarters,
or six years. The absorption period is based on our analysis of the subject property sales
history, our review of other projects, analysis of current and projected inventories, and a
review of published reports documenting absorption characteristics of competing projects.
Total Uoits: There are a total of 4,748 units (combined SFR lots, multi-fanlily and
tow-nhouse lots) ill. the project. Also included are three commercial sites, one industrial sileo
two school sites and several additional future development Parcels.
Annoa! Appreciation: The annual appreciation applies to all of the subject parcels.
This is applied per period and is compounded on a quarterly basis. Annual appreciation is
estimated at fourpercenr and begins in the second period.
Marketing and Advertising: Expenses in this category are limited and have been
projected at 1.5% oftatal revenues.
Sales Costs: Ex.penses in this category include in-house and outside brokerage sales
expenses, including commissions, title and closing costs. These costs have been projected at
1.0% of total revenues.
General and Administrative: This expense category includes business operating
expenses such as office overhead and staff salaries. Expenses have been projected at 2.0%
aftatal w/enues, with lump sum estimates in the periods preceding sales.
Tax Rate: The tax rate was estimated at 1.110% based on the approximate current
tax rate for ad-valorem ta"{es. Special assessments tor the subject properties will not impact
the property until after the land sale.
Site Development Costs: This is the total cost to bring the subject properties to
"blue top" condition, to install all off-tract infrastructure.. and to complete construction of
paIks and certain HOA amenities.
Cost In1lation: The annual cost inflation applies to all costs associated with the
development of the subject properly. This is applied per period and is compounded on a
quarterly basis. Annual cost inflation has been estimated at four percent and begins in tile
second period.
Maximum Loan: The developmental analysis does not in~lude any financing
assu.TIlptions.
Developer's ProfitJDiscount Rate: The analysis has been completed on the basis of
a blended rate combining all project profits aod a discounting of future cash flows. The
combined rate is consistent with rates required by merchant builders and developers.
Depending on the project term, the blended rates range from approximately 20% for projects
Anderson & Brabant, Inc.
30
Page 162
3-173
EXHIBIT "P" (Continued)
Undeveloped Portions ofOtay Ranch, Chula Vista, California
involving the purchase of finished or near-finished lot., to approximately 30% for long-term
land development projects. In this analysis the discount rate is applied to projected cash
flows resulting from the sell-off of property for which all or partial entitlements are
essentially in place and the infrastructure is partially complete. In addition, the project has a
history of successful sale and delivery of similar product in earlier phases. With the
exception of the Qtay Ranch Project, the South Bay area has . limited supply ofmercbant
builder lots, a condition that will likely continue into the foreseeable future. The selected
discount rate of 30"10 is considered to be consistent with marl<et requirements.
Developmental Approach: This section includes the cash flow calculations on a
periodic (quarterly) basis.
Ahsorption schednle: This schedule summarizes the periodic cash flows resulting
from the sale of the residential properties. The periodic sales of the non-residential
properties are included on the same page as the project assumptions.
Construction Cost Schedule: Thi'i schedule summarizes the periodic expendirures
for site development. The expenditures are incurred in the period following the sale of the
corresponding unit. 'This is consistent with the sale and development history of the subject.
CONCLUSION
After a thorough investigation and analysis of appropriate data as they relate to the suhject,
we have formed the following opinion ofmadeet value, set forth as of the abcve-mentioned dale.
ESTIMATED BULK SALE MARKET VALUE
$440,000,000
The value estimate is subject to the signed Certification, and Assumptions and Limiting
Conditions. Additional supporting documentation pertaining to the analyses performed in reaching
this conclusion is maintained in our work file.
Anderson & Brabant, Inc.
31
Page 163
3-174
EXHIBIT "P" (Continued)
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EXHIBIT "P" (Continued)
OUALU'lCATIONS OF THE APPRAISER
William B. Anderson, MAl
Anderson & Br.J.bant,Inc.
353 West Ninth Avenue
EsCll1ldido, CA 92025
(760) 1414146 E,'l 314
1 Resident of San Diego County since 1970
n. Edu~ll.tiotlnl Baoof1)UJId:
A Graduated frntn El Segundo High School - 1963
B. Attended El Camino IW'Jor College. Palomar InDicr College, and U.C.L.A
C. Professional Education Completed:
I. Appraisal Institute
a. Real Estare Appraisal 1- Principle TY1ethods and Techniques
b. Real Estate Appraisalll- Urban Properties
c. Real Estate Appraisal VI - Investment Analysis
d. .Real Estate Appraisal VIII
'h Standards oiProfessional Pmctice
f. Litigation Valuation
2. Society of Rea1 Estale Appraisers:
a.. Course 101 - Rea! Property Valuutlon
b. Course 201 -Income Property Vaiuation
3. P--o.rtial ListofSelllinan::
Institutio.nal Real. Estate in the 1990's,: A VaJuationPen:pectiVl:', 6192
Narrative Report Generati01l., 11/92
Impact of Changing Demographics and Economic Influences on Value, 9193
Subdivision Analysis. 9/93
The lmpacr oflia'.Mdous SubSf.an~s on Real Estate, 9/93
UmlcrstllndingLimited Approisal$, 7/')4
Trial PrepllratiOI1 tMock Trial), 9194
CO(ldcm...atior. Valuation, 11/94
Fair Lending and the Appraiser, 12/94
Court Preparation in Litigation Cases, 11/95
The Appraiser In Cyberspace, 12195
California Laws & Regulations, 3f96
Appraisal Guidelines, 3/96
Litigation ValuallOl\- 11/96
Appraising High- Value and Historic Homes, 09/97
Standards ofProfessjonaI Appraisal Practice, 12!9i
Damages., Diminution and Jvtitigation, 8198
Useful Internet Web Sites for Appraisers, &/9s.
Market Trends in Southern California, 8/98
31'" Annual Litigation Semi.n.ar, 11/98
Laud Development, 3/99
San Diego Ground Leasing, 10/99
Gramm-Leach Privacy Act, 10/0t
34lh Annual Litigalicn Seminar, llfO t
?-..nderson & Brabant, Inc,
Page 176
3-187
EXHIBIT "P" (Continued)
Qualific:nions uf the Appraiser
William B. Anderson, MAl
Page 2
m. Pl'oFessiQoa{ Affiliation:!:
A. Member, Appraisal In~tiLute, ~1AI
B. Member, Inte.'i.lational Right of Way Association
C. L98S President,. AIREA, San Diego Chapter No. 42
D. Pane! Member, American Arbitration .Association
E. Certified General Real Estate Appraiser (AGO0231 5)
Office of Real E$1ate Appraisers, State aI Califomia
IV. ADnrais:ll Exncnence:
CG-Qwner - Anderson & Brabant, Inc., 1919 to present
Co-Owner - Robert M. Dodd & Associates. Inc.. 1977 to 1979
Staff Appraiser, Vice President and Appmisal Nbnager - Finaucia.! Appraisals, Inc..
1968 to 1977
Staff Appraiser - Fi:nan.cial Savlogs :l!ld Lean Association., Calver City, CaJifonria,
1964 to 1966
V. Emert Wit.ness:
Superior Court, San Diego Countj
Municipal C.Jurt, San Diego County
Federal.Bankruptcy Court, Sllll Diego County, San Bernardino County
Assessment Appe.ilii Bc;u-d, San Diego County
Various Arbitration Hearings as Witness and Ari1itrator
VI. Tynes of Annr'J.jsals~
Residenljnl Property:
Single-Family Rtsidellce, Condominiwus, Apartments,
Subdivisions, Mobile Home Parks, Existing and Proposed
Comm.crcialf'ropeny:
Automobile Dealerships. Office Bui.ldings., Shopping Ccmers, Office
Condcutiniums, Etc., Existing and proposed
Single!Mu1ti~ Tenant. Business Parks, Etc., ExistiIlg and proposed
Industrial Property:
Vacant Land:
Industrial, Commercial, .Residential, and Rural
Agricultm;aJ;
H..:mches, Avncado and Citnls Groves, Nurseries, Erc.
Special Purpose Appraisals:
Leasehold Estates, Possessory Intere~;T, Historical. Appraisals, Etc.
Special PurpQ.<le Properties:
SpeciaJProjects:
GoLf Courses, Churches, Yacht Club & Marina. Ete.
EIlcinitas Ranch, Pomerado Business Park. Parkway Business Park, $an
Marcos County ,Landfill aod K.eHer Ca:Jlyon Landfill
Anderson & Brabant, Iuc.
Page 177
3-188
EXHIBIT "P" (Continued)
QlialilicadO-R:i of ihe APPr.U.u:T
William B. AnderSlln, MAl
"Page 3
va. Partial List of Aonraisal Client.'!:
Lenders
Fallb,ook NationalBank
Downey Savings
Bank of America
North County Bank
Grossmant Bank
Pomona FlJ'St Federal
GE Capital
Great Western Bank
Imperial Bank
Pacific Coast Savings & Loan
Palomar Savings & Loan
Rancho Sarna Fe National Bank
Union Bank
Weils Fargo Bank
Title Comoanies
Chicago Title Co.
First American Title Co.
S3feco Title Co.
St Paul Title Co.
Title Insurance & Trust
Government AO'Cllqies and Mllnicioallties
CA Departi!l.flllt ofTrausportmion .Caltrans
City ofEllCillitas
City of Chula Vista
Cit'j ofNat.ioll"i11 City
Citv ofEscondido
Ci~' of OCem1Side
Ch... of San Diego
City of San Marcos
City o!Yisro
CO~tv of San Diego
Es(,.'Ondido Union S.;hool District
Encina Wastewater Authority
NQM County Transit District
San Diego Port District
U. $. Depanment of Justice
Fl.':deral Deposit l.nsurance Corp.
Olivenhain Municipal Water District
Poway Muni.c:ipaJ Warer District
Ramona Unified Sciloot Dis'"..ricr
Small Business Administration
Vallecitos Water District
ValJey Center Municipal Water District
Allderson & B;bant, Inc.
Page 178
3-189
Law Firms
Law Offices of Wesley W. Peltzer
Daley & Heft
Endema.n, Linccln, Turek & Heater
Gray, Cary, Ware &; Freidenrich
Jones, Hatfield & Penfield
Nugent & Newnham
Slaipek & Miller
Paul, Hastings, Janofsky & Walke;r
Post. Kirby', Noonan & Swear
Rutan &. Tucker
Jeffrey Scott
Sternberg, Eggers, Kidder & Fox
Sullivan. Delafi,ld, McGrath & l<loDonald
Wingert,. Grcbing, Anello & Chapin
White & Bright
~
Stone & Youngberg
Trust for Public Land
The Willett Company
Koll Real Estate
Hollandla Dairy
Homer HeIle:r Fo.rd
The Kissell Company
Los Atunitos Race Course
Me!
Pacific Telephone
Pardee Construction
Sutro Mortgage Company
Wessell ConStl'UC"Jon Company
Palomar College
Granite Construction
EXHIBIT "Q"
VILLAGE TWO
LAND USE PLAN
Average
Developable Home Sq. Estimated Sales
V2 Single Family Acres No. of Lots Lot Size Ft. Price
R-4 41.5 160 60/65 x 105 3,900 1,025,000
R-5 15.7 130 34x85 1,698 528,200
R-6 12.6 63 55x92 2,980 862,900
R-7 9.4 44 60xl00 3,775 998,300
R-8 10.1 50 55x92 2,980 862,900
R-9 13.5 101 40x95 3,083 785,300
R-15 8 37 50x85 3,066 762,500
R-17 13.7 119 34x85 1,698 528,200
R-18A 11.1 65 50x85 3,066 762,500
R-18B 11.1 48 60xl00 3,775 998,300
R-19 10.8 83 40x95 3,083 785,300
R20 19.5 83 60xl05 3,900 1,025,000
R-21 21.8 62 70 and 80xl25 4,200 1,080,000
R-23 13.5 71 55x92 3,113 785,300
R-24 8 41 55x92 3,113 785,300
R-25A 4.5 34 40x95 3,083 785,300
R-25B 4.9 34 40x95 3,083 785,300
R-26 9 75 34x85 1,698 528,200
Total 238.7 1,300
Page 179
3-190
EXHIBIT "Q" (Continued)
VILLAGE TWO
LAND USE PLAN
Developable No. of Target Density Average Estimated
V2 Multi-Family Acres Lots (DUlAC) Home Sq. Ft. Sales Price
R-IO 3.3 90 20 1,299 410,000
R-Il 9.8 144 14.5 1,498 470,000
R-12 23.6 295 12.3 1,498 470,000
R-l3 10.4 149 14.5 1,498 470,000
R-14 7 146 18 1,299 410,000
R-16 2.5 74 21.1 1,299 410,000
R-27 7.5 110 12.5 1,498 470,000
R-28 5.2 85 14.4 1,498 470,000
R-29 5.9 152 17.1 1,601 465,000
R-30 10.3 180 17.6 1,750 490,000
Total 85.5 1,425
V2 Mixed Use
MU-l 1.8 10 1,495 470,000
MU-2 2.4 12 1,275 410,000
MU-3 4.3 38 1,275 410,000
Total 8.5 60
Future Annexable Area 52
Total 52
Total Village Two 364.3 2,837
Based on developable acres as reflected on the approved Tentative Map.
Page 180
3-191
EXHIBIT 3
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT
GOAL AND POLICY REpORT
APPLICATION OF OTAYPROJECT, L.P.
PROPOSED COMMUNITY FACILITIES DISTRICT NO. 14-1
VILLAGE Two
GENERAL BACKGROUND
The applicant is Otay Project, L.P., the landowner. The General Partner of the landowner is Otay
Project, LLC and the Limited Partner is Otay Ranch Development, LLC.
The application, dated October 31, 2006, requests the formation of a Community Facilities District
("C.F.D.") over 750.18 gross acres with approximately 622.20 acres of developable land, excluding
commercial portions of the project.
Otay Project, L.P. is the majority landowner within Otay Ranch Village Two and has consents from the
most other of the landowners to act on their behalf.
The developer has obtained GDP approval, EIR (04-06), tentative map, recorded final "A" map, adopted
SPA plan and grading permit for Village Two.
Currently the land is vacant with no physical improvements. The primary proposed use is residential.
Grading of the residential property was initiated in late 2006.
Prior land use of the site was agricultural.
Otay Project, L.P. application indicates property taxes are paid current for fiscal year 2004-05.
UNDERLYING PRINCIPALS OF GOALS AND POLICIES
I. Protection of the public interest,
2. Fairness in application of special taxes to current and future property owners,
3. Full disclosure of special tax liens,
4. Credit worthiness of special tax bonds,
5. Protecting City's credit rating and financial position,
6. Applicants pay all costs associated with C.F.D. formation.
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J:\Engineer\LANDDEV\Projects\Otay Ranch Village 2\CFD\Goals & Policy 3~n9t2Application.doc
FINDING OF PUBLIC INTEREST OR BENEFIT
Policv Summary
The City Council may authorize proceedings if the Council determines that the public improvements to
be financed provide benefit to the community at large as well as benefit within the C.F.D.
ADDlication
The list of improvements proposed to be financed through the C.F.D. and owned by the City after
completion include:
I. Heritage Road - Olympic Parkway to Main Street
2. PFDIF Facilities - Rancho Del Rey Library
3. Pedestrian Bridge Fees
4. Backbone StreetslUtilitieslBus Shelters
5. Traffic Signals Fees
6. Slope Landscaping
7. MTDB Right of Way Landscaping
8. Rock Mountain Road/Main Street (Partial)
9. Environmental Mitigation
10. Waterlines - Non-CIP
I I. Open Space Preserve Land
12. Community Park Improvements
13. Town Square
14. Town Center Drive (Otay portion of the cost)
Discussion
AUTHORIZED PUBLIC FACILITIES
Policv Summary
Improvements must be public improvements, which will be owned, operated or maintained by
the City or other public agency. Improvements must serve a neighborhood area or greater.
ADDlication
Improvements proposed to be financed will be dedicated to the City for ownership, operation and
maintenance.
-2-
l\EngineerILANDDEV\Projects\Otay Ranch Village 2\CFD\Goals & Policy ~re.aApplication.doc
Discussion
PRIORITIZATION OF PUBLIC IMPROVEMENTS
Policv Summary
First priority of a C.F.D. established by the City is the provision of public improvements
benefiting the City. Second priority is the provision of public improvements owned, operated or
managed by other public agencies.
Application
All improvements will be owned, operated and maintained by the City.
Discussion
AUTHORIZED PUBLIC SERVICES
Policv Summary
Public services proposed to be financed may generally include I) maintenance of parkways,
medians and open space; 2) drainage and flood control and 3) other services authorized by the
C.F.D. Act and adopted by the City.
Application
No services are proposed to be funded by this C.F.D.
Discussion
INCIDENTAL COSTS
Policv Summary
Certain eligible incidental costs may be financed via special tax bonds. Those incidental costs
must be directly related to improvements financed by proceeds of such special tax bonds and are
subject to not to exceed percentage limitations.
Application
A breakdown of incidental costs is not included with the application.
-3-
J:\Engineer\LANDDEV\Projects\Otay Ranch Village 2\CFD\Goals & Policy ~1 r9at Application.doc
Discussion
REQUIRED VALUE-TO-DEBT RATIO
Policv Summary
The required value to lien ratio must be at least 4: I.
Application
The value to lien ratio is not known and will not be known until completion of the appraisal, final
determination offacilities to be financed and final bond issue sizing.
Discussiou
CRITERIA FOR APPRAISALS
Policv Summary
The City has specific requirements for appraisal content and objectives.
Application
The application does not address criteria for appraisals. The City's finance team will direct the
appraiser and provide guidance on scope of work and methodology consistent with policy. It is
the City's intention to hire the same appraiser that worked for the City on all other recent prior
C.F.D.s.
Discussion
MAXIMUM AGGREGATE TAXES AND ASSESSMENTS
Policv Summary
The maximum annual special tax installment applicable to any residential parcel shall not exceed
one percent of the sales price. Total taxes shall not exceed two percent of initial sales price. The
C.F.D. policy provides a mechanism to buy down to 2% at closing to meet the maximum tax
policy.
Application
The application does not address overlapping debt. Determining the maximum aggregate tax is
accomplished during development of the Rate and Method of Apportionment ("RMA") and the
bond sizing/debt service phase of the process.
-4-
J:\Engineer\LANDDEV\Projects\Otay Ranch Village 2\CFD\Goals & Policy ~~r96 Application.doc
Discussion
SPECIAL TAX REQUIREMENTS
Policy Summary
The Rate and Method of Apportionment shall adhere to specific requirements detailed within the
policies.
Annlication
The City's Special Tax Consultant will be charged with preparing a RMA consistent with City
guidelines. It is anticipated the RMA utilized in other recent C.F.O.'s will serve as a model for
the proposed C.F.O.
Discussion
TERMS AND CONDITIONS OF SPECIAL TAX BONDS
Policy Summary
All terms and conditions of any tax bonds issued by the City shall be established by the City.
Anolication
Terms and conditions of a bond sale have not yet been discussed and therefore are not yet
determined. Terms of a bond sale will be determined during the bond phase by the City's finance
team that includes staff, financial advisor, underwriter, bond counsel and other participants.
Discussion
DISCHARGE OF SPECIAL TAX OBLIGATION
Policy Summary
Special Tax obligations may be prepaid and discharged in whole or in part at anytime.
Aoolication
The City's Special Tax Consultant will prepare a RMA that contains prepayment provisions.
-5-
J:\Engineer\LANDDEV\Projects\Otay Ranch Village 2\CFD\Goals & Policy s.e~ r96 Application.doc
Discussion
PROPERTY OWNER DISCLOSURE
Policy Summary
Applicants are required to demonstrate that there will be full disclosure of special tax obligations
to prospective purchasers of property.
Application
A form of disclosure was not provided with the application. Typically, disclosure forms are
prepared by the merchant builders at the time of sale to end user.
Discussion
PREFORMATION COST DEPOSIT AND REIMBURSEMENTS
Policy Summary
All City and consultant costs incurred in application process and proceedings will be paid by
applicant by advance deposit.
Application
The application states that a deposit will be provided to the City upon notification of the required
amount. A deposit request and breakdown will be prepared.
Discussion
SELECTION OF CONSULTANTS
Policy Summary
The City shall select and retain all consultants.
Application
The City intends to keep in place the financing and consulting team used on other recent
C.F.D.'s.
-6-
J:\Engineer\LANDDEV\Projects\Otay Ranch Village 2\CFD\Goals & Policy eperqre1i'1 Application.doc
Discussion
LAND USE APPROVALS
Policy Summary
The City may issue bonds secured by special taxes when a) properties have received applicable
discretionary land use approvals consistent with financing assumptions and b) applicable environmental
review is complete.
Annlication
The Developer has obtained the following entitlements:
. Village Two Tentative Map
. Final "A" Map
. EIR (04-06)
. Adopted SPA plan
. GDP approval
. Grading permit
. First "B" Map approval anticipated April, 2007
Discussion
APPLICATION PROCEDURE FOR DEVELOPMENT RELATED C.F.D.s
Policy Summary
Any application shall contain such information and be submitted in such form required by the
City Manager. In addition each application must contain:
1. Proof of authorization if the applicant is not the owner.
2. Evidence that the applicant represents the owners of not less than 67%, by area, of property
subject to proposed levy.
3. A business plan for the development of the property that reviews the financial feasibility of
the C.F.D. and demonstrates the ability of the owner to pay special tax installments and any
other taxes or assessments until full build out.
Annlication
The information provided is preliminary and general in nature. Extensive due diligence will be
required for the preparation of a disclosure document and final City decision to issue bonds. The
application was the source for all information contained in this summary.
-7-
J:\Engineer\LANDDEV\Projects\Otay Ranch Village 2\CFD\Goals & Policy ~~ r98 Application.doc
EXHiB~ ~ If
COMMUNITY FACILITIES DISTRICT REIMBURSEMENT AGREEMENT
(Otay Project, L.P.)
TIllS AGREEMENT is made and entered into thi~y of ~~, 2007, by and between the
CITY OF CHULA VISTA, a charter city ("City"), and OTAY PROJECT, L.P., a California limited
partnership ("Applicant").
RECITALS
A. The Applicant has made application with the City to request that the City initiate proceedings under
the provisions of the "Mello-Roos Community Facilities Act of 1982," as amended (Government
Code Section 53311 and following), to form a community facilities district (the "Community
Facilities District") to finance the acquisition and/or construction of certain public improvements.
The construction of such public improvements is required as a precondition to the development of
properties owned and/or to be developed by the Applicant or affiliates of the Applicant within
Village Two of the Otay Ranch.
B. Applicant agrees to advance funds to the City for the payment of all initial consulting and
administration costs and expenses related to the proceedings to consider the formation of the
Community Facilities District and to subsequently authorize, issue and sell bonds forthe Community
Facilities District (the "Proceedings"). Such monies shall be subject to reimbursement or credit
pursuant to the provisions of this Agreement upon the successful sale of bonds for the Community
Facilities District and the receipt by the City of the proceeds of such bonds.
C. The parties hereto wish to enter into an Agreement to memorialize the terms and conditions pursuant
to which Applicant shall advance monies and the monies so advanced may, subject to certain
conditions contained herein, be reimbursed or credited against future special tax obligations.
AGREEMENT
The parties hereto, for mutual consideration, agree as follows:
SECTION 1. Advances.
A. Applicant shall advance monies to the City in such amounts and at such times as specified below to
pay all costs and expenses incurred by the City in undertaking the Proceedings (except those costs and
expenses which are contingent upon the issuance of bonds for the Community Facilities District and payable
solely from the proceeds of such bonds), including without limitation, the following:
1. Special Tax Consultant services;
2. Bond counsel services;
3. Financial advisory services;
SDPUBIWDIVENl344568.1
1
3-199
4. Appraisal and market absorption services; and
5. City staff and City Attomey time.
All such costs and expenses are collectively referred to as the "Formation and Issuance Costs."
B. Advances shall be made to the City pursuant to the following schedule:
1. Applicant shall advance the amount of $290,900.00, receipt of which is hereby
acknowledged by the City.
2. If monies in addition to the initial advance are necessary to pay for the Formation and
Issuance Costs, the City shall as necessary and from time to time make written demand upon
Applicant and Applicant shall immediately thereafter, within five (5) working days, deposit
said monies with the City to pay for the balance of the Formation and Issuance Costs. If such
additional monies are not timely received, all Proceedings shall, at the option of the City, be
suspended until such monies are received.
SECTION 2. Records. The City agrees to keep records consistent with its regular accounting practices of
the amount of monies advanced and the expenditure of such monies. Additionally, the City shall enter into
and maintain contracts with all consultants that shall specify the scope of services and compensation to be
paid to all such consultants. Such records and contracts shall be available for review by the Applicant during
normal business hours upon reasonable notice to the City.
SECTION 3. Reimbursement. If the Community Facilities District is formed, Applicant may elect among
the following options for the reimbursement of monies advanced pursuant to this Agreement:
A. All monies advanced shall be reimbursed in cash solely from bond proceeds;
B. All monies advanced shall be applied as a credit upon the special taxes to be levied against
properties then owned by the Applicant; or
C. A combination of the above.
If the Proceedings to form the Community Facilities District are not completed and are abandoned for
any reason at any time prior to the successful sale of bonds or the Community Facilities District is unable for
any reason to issue or sell the bonds, there will be no obligation on the part of the City or the Community
Facilities District to reimburse Applicant for any monies previously advanced pursuant to this Agreement;
provided, however, the City does agree to return to Applicant any monies previously advanced which remain
on deposit with the City and which the City determines are in excess of the amount necessary to pay for any
outstanding Formation and Issuance Costs previously incurred by the City.
SECTION 4. Ownership of Documents. All appraisals, market absorption studies, special tax pro formas
and other documentation as prepared as a part of the Proceedings shall become the property of the City,
regardless as to whether the Community Facilities District is actually formed.
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SECTION 5. No Obligation to Form Community Facilities District. Applicant acknowledges that the
decision of the City Council to form the Co=unity Facilities District is an exercise of the legislative
authority of the City Council and that the City may not enter into a contract to obligate the City Council to
exercise its legislative discretion in a particular manner. This Agreement does not, therefore, in any way
create a contractual, legal or equitable obligation of or commitment by the City to approve the formation of
the Co=unity Facilities District. The City expressly reserves the right to abandon the Proceedings for any
reason at any time prior to the completion thereof. Should Applicant desire to abandon the Proceedings,
Applicant shall provide written notification of such desire to the City and request the City to immediately
terminate all consulting agreements and use all efforts to minimize any and all Formation and Issuance
Costs.
SECTION 6. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECTION 7. Authority to Execute Agreement. The City and the Applicant represent that the individuals
signing this Agreement have full right and authority to bind their respective parties to this Agreement.
SECTION 8 Best Efforts. The parties promise to use their best efforts to satisfy all conditions to this
Agreement and to take all further steps and execute all further documents reasonably necessary to put this
Agreement into effect.
SECTION 9. Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the
respective parties and their respective heirs, legal representatives, successors and assigns. Applicant may not
assign its rights or obligations hereunder except upon written notice to City within ten (10) days of the date
of such assignment indicating the name and address of the assignee. Upon such notice and the assumption by
the assignee in writing delivered to the City of the rights, duties and obligations of the Applicant arising
under or from this Agreement, Applicant shall be released for all future duties or obligations arising under or
from this Agreement.
SECTION 10. Singular and Plural; Gender. Whenever used herein, the singular number shall include the
plural, the plural number shall include the singular, and the masculine feminine or neuter gender shall
include the others whenever the context of the Agreement so indicates.
SECTION 11. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto
with respect to the subject matter hereof. This Agreement may not be altered, modified or amended except
by an instrument in writing executed by all of the parties.
SECTION 12. Governing Law. This Agreement has been executed in and shall be governed by the laws of
the State of California
SECTION 13. Construction. This Agreement shall be construed as a whole and in accordance with its fair
meaning. Captions and organizations are for convenience and shall not be used in construing meaning.
SECTION 14. Severability. In the event that anyone or more of the provisions of this Agreement that is or
are material to the entering into this Agreement by either Applicant or the City shall for any reason be held to
SDPUB\ WDIVEN\344568.\
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be unenforceable in any material respect by a court of competent jurisdiction, Applicant and the City may
mutually agree that such unenforceability shall not affect any other provision of this Agreement, and that this
Agreement shall be construed as if such unenforceable provision or provisions had never been contained
herein. If Applicant and the City fail to so mutually agree, this Agreement shall terminate, without penalty to
either party, after the giving by one party of thirty (30) days' prior written notice to the other party. In such
event, the City shall use all efforts to minimize any and all Formation and Issuance Costs and shall return to
Applicant any monies previously advanced which remain on deposit with the City and which the City
determines are in excess of the amount necessary to pay for any outstanding Formation and Issuance Costs
previously incurred by the City.
SECTION IS. Notices. All notices and demands shall be given in writing by personal delivery or first-class
mail, postage prepaid. Notices shall be addressed as appears below for the respective party; provided that, if
any party gives notice of a change of name of address, notices to the giver of that notice shall thereafter be
given as demanded in that notice. Notices shall be deemed received seventy-two (72) hours after deposit in
the United States mail.
CITY:
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, CA 91910
Attention: City Manager
APPLICANT:
OTA Y PROJECT, L.P.
610 West Ash Street, Suite 1500
San Diego, CA 9210 I
Attention: Kim John Kilkenny
SECTION 16. Time of the Essence. Time is of the essence in the performance of the parties respective
obligations herein contained.
SECTION 17. Waiver. The waiver by one party of the performance of any covenant, condition or promise
shall not invalidate this Agreement, nor shall it be considered a waiver by him of any other covenant,
condition or promise. The waiver by either or both parties of the time for performing any act shall not
constitute a waiver of the time for performing any other act or an identical act required to be performed at a
later time. The exercise of any remedy provided in this Agreement shall not be a waiver of any consistent
remedy provided by law, and any provision of this Agreement for any remedy shall not exclude other
consistent remedies unless they are expressly excluded.
SECTION 18. Amendment. No provision of this Agreement may be modified, waived, amended or added
to except by a writing signed by the party against which the enforcement of such modification, waiver,
amendment or addition is or may be sought.
SECTION 19. Hold Harmless. Applicant shall defend, indemnify, protect and hold harmless the City, its
elected officials and appointed officers, employees and consultants retained for purposes other than
formation of the Community Facilities District, from and against all claims for damages, liability, cost and
SDPUBIWDIVEN\344568.1
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3-202
expense (including without limitation attorneys' fees) arising directly or indirectly out of the waiver by the
City Council of the City's procedures for the selection of any of the consultants identified in Section 1. and
retained by the City to assist in undertaking the Proceedings. Applicant's indemnification shall include any
and all costs, expenses, attorneys' fees and liability incurred by the City, its officers, employees or
consultants retained for purposes other than formation of the Community Facilities District in defending
against such claims, whether the same proceed to judgment or not. Further, Applicant at its own expense
shall, upon written request by the City, defend any such suit or action brought against the City, its officers,
employees or consultants retained for purposes other than formation of the Community Facilities District.
Applicant's indemnification of City shall not be limited by any prior or subsequent declaration by the
consultant.
SDPUB\WDIVEN\344568.1
[Remainder of this page intentionally left blank.]
5
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Signature Page
to
Co=unity Facilities District Reimbursement Agreement
between
the City of Chula Vista
and
Otay Proj ect, L.P.
IN WITNESS WHEREOF, City and Applicant have executed this Agreement thereby indicating that they
have read and understood same, and indicate their full and complete consent to its terms.
CITY OF CHULA VISTA
By:
City Manager
Attest:
City Clerk
Approved as to Form:
City Attorney
City of Chula Vista
OTA Y PROJECT, L.P., a California Limited
Partnership,
By: ORIOLE MANAGEMENT, LLC
a California limited liability company,
General Partner
By:
. John Kilke , Ice President
SDPUB\ WDIVEN\344568.!
6
3-204
CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
State of California D I
County of &-n ~
ss,
On
N a( ofSigner(s
~sona[[y known to me
o proved to me on the basis of satisfactory
evidence
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I NoIaIy PublIc - Ca8lcmIa j
tan DIego Ccully -
_ _ _ ~~_~_~1~~
to be the person~ whose nam#)~
subscribed to the with' instrument and
acknowledged to me a el ~~ executed
the same in is th~ ~th:,rized
capacity(i~, and that by ~/t~
signature~ on the instrument the person~, or
the entity upon behalf of which the person~
acted, executed the Instrument.
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Title or Type of Docum
Document Date: B
Number of Pages:
Signer(s) Other Than Named Above:
Signerls Name:
.
Top of thumb here
o In9ividual
~orporate Officer - Title(s):
o Partner - 0 Limited 0 General
o Attorney-in-Fact
o Trustee
o Guardian or Conservator
o Other:
Signer Is Representing:
G 1999 National Notary Asscct&tIon. 9350 Oe Solo Ave., P.O. Box 2402' Chatllworth, CA 91313-2402' www.nationalnatary.org
Prod.. No. 5907
Reorder: Call Toll-Free 1-800-876-6827
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