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Home My WebLink AboutCC AG PKT 2008-12-08 #KAGENDA STAFF REPORT DATE: December 8, 2008 TO: Honorable Mayor and City Council THRU: David Carmany, City Manager FROM: Robbeyn Bird, Director of Administrative Services SUBJECT: ANNUAL REPORT FOR CITY OF SEAL BEACH COMMUNITY FACILITIES DISTRICT NO. 2005-1 (PACIFIC GATEWAY BUSINESS CENTER) - PURSUANT TO THE LOCAL AGENCY SPECIAL TAX AND BOND ACCOUNTABILITY ACT SUMMARY OF REQUEST: Receive and File Report. Under state law, when a Community Facilities District (also known as Mello-Roos District) is formed, the Finance Department is required to submit a report to the City Council reporting on its activity over the past year and its status. This report meets the criteria of the state law. BACKGROUND: The purpose of this report is to comply with the provisions of the Local Agency Special Tax and Bond Accountability Act (the "Act"). The Act provides that any local special tax measure that is subject to voter approval on or after January 1, 2001, that would provide for the imposition of a special tax by a local agency shall require the chief fiscal officer of the levying local agency to file a report with its governing body no later than January 1, 2002, and at least once a year thereafter. The annual report shall contain both of the following: ^ The amount of funds collected and expended, and ^ The status of any project required or authorized to be funded as identified in subdivision (a) of Section 50075.1 and Article 1.5, Section 53410. In compliance with the required report the Finance Department submits the following information: ^ City of Seal Beach Community Facilities District No. 2005-1 (Pacific Gateway Business Center) - On January 23, 2006, the landowners within Community Facilities District No. 2005-1 (Pacific Gateway Business Center) voted to incur an indebtedness and issue bonds in the maximum amount of $8,800,000, and for the levying of a special tax. Agenda Item K Page 2 ^ The City of Seal Beach Community Facility District No. 2005-1 (Pacific Gateway Business Center) bonds in the amount of $8,800,000.00 were issued on May 24, 2006. ^ The amount of funds collected and expended between November 1, 2007 until October 31, 2008 are shown on the "City of Seal Beach Community Facilities District No. 2005-1 (Pacific Gateway Business Center) SB 165 Fund Summary' attached to this report. At this time, the following approximate amounts of work have been completed within the CFD boundary: ^ Sanitary Sewer Facilities - 100% ^ Water Facilities - 100% ^ Roadway Facilities - 99% ^ Landscape Facilities -100% ^ Dry Utilities and Joint Trench -100% ^ Grading -100% ^ Engineering Plan Preparation - 100% FISCAL IMPACT: None. RECOMMENDATION: Receive and File Report. 2+.b.l~..a,.•. 7~c.yl~ Robbey Bird Director of Administrative Services Attachment: NOTED AND APPROVED: ~~ David Carmany, City Manager A. City of Seal Beach Community Facilities District No. 2005-1 (Pacific Gateway Business Center) Special Tax Bonds, Series 2006 Annual Report B. FY 08-09 CFDs SB165 Annual Report WILLDAN I Fnancial Services City of Seal Beach Community Facilities District 2005-01 DISTRICT I~ARTICIPANTS CFD 2005-01 Fiscal Year 2008/09 Annual Report Page 1 of 2 WI LLDAN s.,, Financial Services ~ eresa rructuoso Vice President The Bank of New York Trust Company, N.A. 700 South Flower Street Suite 500 Los Angeles, CA 90017 Phone (213) 630-6249 Fax (213) 630-6210 tFructuoso@bankofny.com CFD 2005-01 Fiscal Year 2008/09 Annual Report Page 2 of 2 WI LLDAN Fnancial Services City of Seal Beach Community Facilities District 2005-01 DISTRICT OVERVIEW FISCAL YEAR 2008109 LEVY AMOUNTS FACILITIES SERVICES ACCOUNT SUMMARY a . ®- Bond Fund- =- ~-- - -• ~- =-- -'° - - ~ - 329302 - • $177:41. ' - ~ - -June 30,2008 Ci - ~ Held Account- - - ~ - $308,61=1-.39' . ~ --- :June 30, 2008 Reserve Fund - -' - - 329304 - $807;443.36. - -- -June-30, 2008 - ~- Balance ~ ~ - - o - - = - - - - ' ~ ~ -- '$807,443.36 Re uirement -- •--- ~ - - - - 803,085.34 Above Below -Re uirement - - ~ $4,358.02. BOND CALL SUMMARY No bond calls were pertormed during Fiscal Year 2007/08. The outstanding bond amount as of September 2, 2008 is $8,780,000.00. DELINQUENCY SUMMARY Currently there are no delinquent parcels in the District. CFD 2005-01 Fiscal Year 2008/09 Annual Report Page 1 of 1 WILLDAN I - Fnancial Services City of Seal Beach Community Facilities District 2005-01 FRAMEWORK SUMMARY The following table shows formation proceeding information and applicable bond issue information for the District: - • o • v e • e a _ Resolution of Intention to Establish - ~ - - • • ~ ~ - 5415 Date of Resolution of Intention to Establish - 'December 12, 2005 Resolution of Formation of the District - -- - - - ~ ~- ' 5423 Date of Resolution of Formation of the District ~ - _ - 'Janus 23,. 2006 Date of. Bond Is sue Dated Date - - - - _- , - Ma 24; 2006 _ Final Maturi ~ ~ ~ ~ - -- - Se tember- 1, 2036 -Authorized Debt Amount - - - ~ - $10,000,000.00 Amount of Bond Issue - ~ -- $8,800,000.00 Interest~Rate Ran e - ~ ~ ~ ~ ~4.1-5.3% Bond Call Notice' ~ - - ~ - -- - ~. -30 da s Redem tion-Premium - ~ ~ ' ' ~ 0 = 3.00% Foreclosure Covenants - ~ ~ - - ~. - .October 1 -:5% Reserve Fund Re ~ uirement - $803,085.34 Coun Fund Number - - ~ - -~ - R3 SYNTHESIS OF PROCEEDINGS The Mello-Roos Community Facilities Act ("Act") of 1982 came about as a response to the lack of adequate financing for public capital facilities and services in the post-Proposition 13 era. State Legislators Mello and Roos sponsored this Bill, which was enacted into law by the California Legislature and is now Sections 53311 through 53363 of the California Government Code. The Act authorizes a local governmental agency, such as a school district or city, to form a Community Facilities District ("CFD") within a defined set of boundaries for the purposes of providing public facilities and services. A CFD is formed for financing purposes only, and is governed by the agency that formed it. The CFD was formed and established by the City of Seal Beach (°City°) on January 23, 2006 following a public hearing by the City Council of the City as legislative body of the CFD, and the landowner election which authorized the CFD to incur bonded indebtedness and approved the levy of special taxes. CFD 2005-01 Fiscal Year 2008/09 Annual Report Page 1 of 4 = WILLDAN I Financial Services BOUNDARIES The District is located in the northern portion of the City. The property is generally located to the west side of Seal Beach Boulevard and to the south of Westminster Avenue. THE BONDS The Bonds were issued in fully registered form in denominations of $5,000 each or any integral multiple of $5,000. The Bonds will bear interest at the annual rates set forth in the Official Statement and payable semiannually on each March 1 and September 1, commencing September 1, 2006. All of the Bonds are subject to redemption prior to their stated maturities, on any Interest Payment Date, from the proceeds of Special Tax Prepayments (less the Current Tax Component), as a whole or in part, at a redemption prices (expressed as a percentage of the principal amount of the Bonds to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Date Redemption Price Any Interest Payment Date on or before March 1, 2014 103% September 1, 2014 and March 1, 2015 102% September 1, 2015 and March 1, 2016 101 September 1, 2016 and any Interest Payment Date thereafter 100% The Bonds are subject to optional redemption, from sources of funds other than Special Tax Prepayments, prior to their stated maturity on any Interest Payment Date on or after September 1, 2006, as a whole or in part, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Date Redemption Price September 1, 2006 through March 1, 2014 103% September 1, 2014 and March 1, 2015 102% September 1, 2015 and March 1, 2016 101 September 1, 2016 and any Interest Payment Date thereafter 100% The Term Bond maturing on September 1, 2026 is subject to mandatory sinking fund payment redemption in part on September 1, 2022 and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from Sinking Fund Payments as follows: CFD 2005-01 Fiscal Year 2008/09 Annual Report Page 2 of 4 WILLDAN I Financial Sernces ® ! ® D ® 1 - a o _ - ,~ 2022 -$245,000 - - - - 2023 - • - $275,000 2024 - - $300,000 2025 - - $330,000 2026 maturi $360,000 The Term Bond maturing on September 1, 2036 is subject to mandatory sinking fund payment redemption in part on September 1, 2027, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest to the date fixed for redemption without premium, from Sinking Fund Payments as following: a e -~ - - • ° -2027 - --- - - -' - - - = $395,000 - - -2028 - $430, 000 - - 2029 ~ - - - $465,000 - - 2030 - - _ - $505,000 - - 2031 - - - - • $545, 000 - - 2032 ~ $590,000 - -2033 $635;000 - 2034 - $685, 000 - 2035 - $740,000 2036 (maturi $795,000 COVENANT FOR JUDICIAL FORECLOSURE Under the Act, if any delinquency occurs in the payment of the Special Tax, the City may order the institution of a Superior Court action to foreclose the lien therefor within specified time limits. In such an action, the real property subject to the unpaid amount may be sold at judicial foreclosure sale. Such judicial foreclosure action is not mandatory. However, the City has agreed in the Fiscal Agent Agreement that it: (i) will commence judicial foreclosure proceedings against parcels with delinquent Special Taxes in excess of $10,000 by the October 1 following the close of each Fiscal Year in which such Special Taxes were due; and (ii) will commence judicial foreclosure proceedings against all parcels with delinquent Special Taxes by the October 1 following the close of each Fiscal Year in which it receives Special Taxes in an amount CFD 2005-01 Fiscal Year 2008/09 Annual Report Page 3 of 4 WI LLDAN Financial Services which is less than 95% of the total Special Tax levied and the amount on deposit in the Reserve Account is at less than the Reserve Requirement, and (iii) will diligently pursue such foreclosure proceedings until the delinquent Special Taxes are paid; provided, however, that if the City is participating in the Teeter Plan, and the Special Taxes are covered under the Teeter Plan, the City will be under no obligation to foreclose on parcels as provided in the Fiscal Agent Agreement. FINANCED FACILITIES Proceeds of the Bonds will be used to finance the construction and acquisition of certain sanitary sewer facilities, water facilities, roadway facilities, dry utilities and joint trench, landscaping and irrigation improvements in the Community Facilities District. CFD 2005-01 Fiscal Year 2008/09 Annual Report Page 4 of 4 WILLDAN Financial Services City of Seal Beach Community Facilities District 2005-01 (Pacific Gateway Business Center) RATE AND METHOD OF APPORTIONMENT FOR SPECIAL TAX The attached is a copy of the Rate and Method of Apportionment of Special Tax (Appendix B) taken from the Official Statement. CFD 2002-1 Fiscal Year 2008/09 Annua( Report Page 1 of 7 RATE AND METHOD OF APPORTIONMENT FOR CITY OF SEAL BEACH COMMUNITY FACILITIES DISTRICT N0.2005-OI (PACIFIC GATEWAY BUSINESS CENTER) A Special Tax as hereinafter defined shall be levied on all Assessor's Pazcels in City of Seal Beach Community Facilities District No. 2005-01(Pacific Gateway Business Center) ("CFD No. 2005-01 ") and collected each Fiscal Yeaz commencing in Fiscal Year 2006-2007, in an amount determined by the Council through the application of the appropriate Special Tax for "Developed Property," " Property Owner Association Property," "Public Property," and "Undeveloped Property" as described below. All of the real property in CFD No. 2005-01, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre or Acreage" means the land azea of an Assessor's Parcel as shown on an Assessor's Pazcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, pazcel map, condominium plan, or other recorded County parcel map. "Act" means the Me1lo-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title S of the Government Code of the State of California. "Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of CFD No. 2005-01: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD No.2005-01 or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD No. 2005-01 or any designee thereof of complying with City, CFD No. 2005-01 or obligated persons disclosure requirements associated with applicable federal and state securities laws and of the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2005-Oi or any designee thereof related to an appeal of the Special Tax; the costs associated with the release of funds from any escrow account; and the City's annual administration fees and third party expenses. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2005-01 for any other administrative purposes of CFD No. 2005-01, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. "Assessor's Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. City of Seal Beach December 6, 2005 Community Facilities District Na 2005-01(Pacifc Gateway Business Center) Page 1 "Assessor's Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor's Parcel number. "Assigned Special Tag A" means the Special Tax A for each Land Use Class of Developed Progeny, as determined in accordance with Section C.1 below. "Backup Special Tag A" means the Special Tax A applicable to each Assessor's Parcel of Developed Property, as determined in accordance with Section C.1 below. "Bonds" means any bonds or other debt (as defined in Section 53317(d) of the Act), whether in one or more series, issued by CFD No. 2005-01 under the Act. "CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement for Facilities and the Special Tax Requirement for Services, and providing for the levy and collection of the Special Taxes. "CFD No.2005-O1" means City of Seal Beach Community Facilities District No. 2005-01 (Pacific Gateway Business Center). "City" means the City of Seal Beach. "Council" means the City Council of the City, acting as the legislative body of CFD No. 2005-O1. "County" means the County of Orange. "Developed Property" means, for each Fiscal Year, all Taxable Property, exclusive of Property Owner Association Property, or Public Property, for which a building permit for new construction was issued after January 1, 2005 and as of March 1 of the previous Fiscal Yeaz. "Fiscal Year" means the period starting July 1 and ending on the following June 30. "Indenture" means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amendedand/or supplemented from time to time. "Maximum Special Tag" means the Maximum Special Tax Aand/or Maximum Special Tax B, as applicable. "Maximum Special Tax A" means the Maximum Special Tax A, determined in accordance with Section C. l below, that can be levied in any Fiscal Year on any Assessor's Parcel. "Maximum Special Tax B" means the Maximum Special Tax B, determined in accordance with Section C.Z below, that can be levied in any Fiscal Year on any Assessor's Parcel. City of Seal Beach December 6, 2005 Community Facilities District Na Z005-01(Pacifrc Gateway Business Center) Page 2 "Outstanding Bonds" means all Bonds which are deemed to be outstanding under the Indenture. "Property Owner Association Property" means, for each Fiscal Yeaz, any Assessor's Parcel within the boundaries of CFD No. 2005-01 that was owned by or irrevocably offered for dedication to a property owner association, including anymaster orsub-association, as of January 1 of the previous Fiscal Year. "Proportionately" means for Developed Property that the ratio of the actual Special Tax A levy to the Assigned Special Tax A is equal for all Assessor's Parcels ofDeveloped Property and that the ratio of the actual Special Tax B levy to the Maximum Special Tax B is equal for all Assessor's Pazcels of Developed Property. For Undeveloped Property, "Proportionately" means that the ratio of the actual Special Tax A levy per Acre to the Maximum Special Tax A per Acre is equal for all Assessor's Parcels of Undeveloped Property and that ratio of the actual Special Tax B levy per Acre to the Maximum Special Tax B per Acre is equal for all Assessor's Parcels of Undeveloped Property. For Public Property and Property Owner Association Property, "Proportionately" means that the ratio of the actual Special Tax A levy per Acre to the Maximum Special Tax A per Acre is equal for all Assessor's Parcels of Public Property and Property Owner Association Property, as applicable. "Public Property" means, for each Fiscal Year, any property within CFD No.2005-01 that is owned by, irrevocably offered for dedication to, or dedicated to the federal government, the State, the County, the City or any other public agency as of June 30 of the prior Fiscal Yeaz; provided however that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified in accordance with its use. To ensure that property is classified as Public Property in the first Fiscal Yeaz after it is acquired by, irrevocably offered for dedication to, or dedicated to a public agency, the property owner shall notify the CFD Administrator in writing of such acquisition, offer, or dedication not later than June 30 of the Fiscal Year in which the acquisition, offer, or dedication occurred. "Special Tax" means the Special Tax Aand/or Special Tax B, as applicable. "Special Tax A" means the special tax to be levied in each Fiscal Year on each Assessor's Parcel of Developed Properly, Undeveloped Property, Properly Owner Association Property, and Public Property to fund the Special Tax Requirement for Facilities. "Special Tax B" means the annual special tax to be levied in each Fiscal Year on each Assessor's Parcel of Developed Property to fund the Special Tax Requirement for Services. "Special Tax Requirement for Facilities" means that amount required in any Fiscal Year for CFD No. 2005-01 to: (i) pay debt service on all Outstanding Bonds; (ii) pay periodic costs on the Bonds, including but not limited to, credit enhancement and rebate payments on the Bonds; (iii) pay a portion of the Administrative Expenses as determined by the CFD Administrator; (iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds; and (v) pay for reasonably anticipated delinquent Special Taxes based on the delinquency rate for Special Taxes levied in the previous Fiscal Yeaz; less (vi} a City of Seal Beach December ~ Z005 Community Facilities District Na 2005-01 (Pacific Gateway Business Center) Page 3 credit for funds available to reduce the annual Special Tax A levy, as determined by the CFD Administrator pursuant to the Indenture. "Special Tax Requirement for Services" means that amount required in any Fiscal Year for CFD No. 2005-01 to: (i) pay directly for maintenance of parks, parkways, and open space benefiting property within CFD No. 2005-01; (ii) pay a portion of the Administrative Expenses as determined by the CFD Administrator; less (iii) a credit for funds available to reduce the annual Special Tax B levy, as determined by the CFD Administrator. "State" means the State of California. "Taxable Property" means all of the Assessor's Parcels within the boundaries of CFD No. 2005-01 which are not exempt from the Special Tax pursuant to law or Section E below. "Trustee" means the trustee or fiscal agent under the Indenture. "Undeveloped Property" means, for each Fiscal Year, all Taxable Property not classified as Developed Property, Property Owner Association Property, or Public Property. B. ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, all Taxable Property within CFD No. 2005-01 shall be classified as Developed Property, Property Owner Association Property, Public Property, or Undeveloped Property, and shall be subject to Special Taxes in accordance with the rate and method of apportionment determined pursuant to Sections C and D below. C. MAXIMUM SPECIAL TAX RATE 1. Special Tax A a. Developed Property (1) Maximum Special Tax A The Maximum Special Tax A for each Assessor's Parcel classified as Developed Property shall be the greater of (i) the amount derived by application of the Assigned Special Tax A or (ii) the amount derived by application of the Backup Special Tax A. (2) Assigned Special Tax A The Fiscal Year 2006-2007 Assigned Special Tax A shall equal $12,352.20 per Acre. City of Seal Beach December 6, 2005 Community Facilities District Na 200~O1(Pacific Gateway Business Center) Page 4 (3) Backup Special Tax A The Fiscal Yeaz 2006-2007 Backup Special Tax A shall equal $14,997.06 per Acre. (4) Increase in the Assigned Special Tax A and Backup Special Tax A On each July 1, commencing on July 1, 2007, the Assigned Special Tax A and the Backup Special Tax A shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Yeaz. b. Undeveloped Property. Property Owner Association Property and Public Pro e (1) Maximum Special Tax A The Fiscal Yeaz 2006-2007 Maximum Special Tax A for Undeveloped Property, Properly Owner Association Property, and Public Property shall equal $15,189.84 per Acre. (2) Increase in the Maximum Special Tax A On each July 1, commencing on July 1, 2007, the Maximum Special Tax A for Undeveloped Property, Property Owner Association Property, and Public Property shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. 2. Special Taz B a. Developed Property (1) Maximum Special Tax B The Fiscal Yeaz 2006-2007 Maximum Special Tax B shall equal $2,369.46 per Acre. (2) Increase in the Maximum Special Tax B On each July 1, commencing on July 1, 2007, the Maximum Special Tax B for Developed Property shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. City of Seal Beach Deceneber 6, 2005 Cornmanity Facilities District No. 2005-O1(Pacific Gateway Basiness Center) Page S b. Undeveloped Property (1) Maximum Special Tax B The Fiscal Yeaz 2006-2007 Maximum Special Tax B shall equal $2,369.46 per Acre. (2) Increase in the Maximum Special Tax B On each July 1, commencing on July 1, 2007, the Maximum Special Tax B for Undeveloped Property shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year. c. Property Owner Association Property and Public Property No Special Tax B shall be levied on an Assessor's Pazcel classified as Property Owner Association Property or Public Property. D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX 1. Special Tag A Commencing with Fiscal Year 2006-2007 and for each following Fiscal Yeaz, the Council shall determine the Special Tax Requirement for Facilities and shall levy the Special Tax A as follows: First: The Special Tax A shall be Proportionately levied on each Assessor's Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax A as needed to satisfy the Special Tax Requirement for Facilities; Second: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first step has been completed, the Special Tax A shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property at up to 100% of the Maximum Special Tax A for Undeveloped Property; Third: If additional monies are needed to satisfy the Special Tax A Requirement for Facilities after the first two steps have been completed, then the levy of the Special Tax A on each Assessor's Parcel of Developed Property whose Maximum Special Tax is deternuned through the application of the Backup Special Tax A shall be increased in equal percentages from the Assigned Special Tax A up to the Maximum Special Tax A for each such Assessor's Parcel; Fourth: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first three steps have been completed, then the Special Tax A shall be levied Proportionately on each Assessor's Parcel of Property Owner Association Property and Public Property at up to the Maximum Special Tax A for Property Owner Association Property or Public Property. City of Seal Beacl+ December 6, 2005 Community Facilities District Na 2005-01 (Pacific Gateway Business Center) PaSe 6 2. Special Taa B Commencing with Fiscal Yeaz 2006-2007 and for each following Fiscal Year, the Council shall determine the Special Tax Requirement for Services and shall levy the Special Tax B as follows: First: The Special Tax B shall be Proportionately levied on each Assessor's Pazcei of Developed Property at up to 100% of the applicable Maximum Special Tax B as needed to satisfy the Special Tax Requirement for Services; Second: If additional monies are needed to satisfy the Special Tax Requirement for Services after the first step has been completed, the Special Tax B shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property at up to 100% of the Maximum Special Tax B for Undeveloped Property. Notwithstanding the above, under no circumstances will the Special Tax levied against any Assessor's Parcel of residential property for which an occupancy permit for private residential use has been issued be increased by more than ten percent as a consequence of delinquency or default by the owner of any other Assessor's Parcel within CFD No. 2005- 01. E. EXEMPTIONS 1. Special Tag A Public Property and Property Owner Association Property are not exempt from the Special Tax. 2. Special Tax B No Special Tax B shall be levied on Public Property and Property Owner Association Property. F. APPEALS AND INTERPRETATIONS Any taxpayer may file a written appeal of the Special Tax onhis/her property with the CFD Administrator, provided that the appellant is current in his/her•payrnents of Special Taxes. During the pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the calculation of the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall eliminate or reduce the Special Tax on the appellant's property and/or provide a refund to the appellant. If the CFD Administrator disagrees with the appellant and the appellant is dissatisfied with the determination, the appellant then has 30 days in which to appeal to the Council by filing a City of Seal Beach December 6 1005 Community Facilities District Na 2005-0I (Pacific Gateway Business Center) page ~ written notice of appeal with the City clerk, provided that the appellant is current in his/her payments of Special Taxes. The second appeal must specify the reasons for its disagreement with the CFD Administrator's determination. G. MANNER OF COLLECTION The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFD No. 2005-O1 may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor's Parcels as permitted by the Act. H. PREPAYMENT OF SPECIAL TAX A The following definition applies to this Section H: "CFD Public Facilities Cost" means either $7.7 million in 2005 dollars, which shall increase by the Construction Inflation Index on July 1, 2006, and on each July 1 thereafter, or such lower number as (i) shall be determined by the CFD Administrator as sufficient to provide the public facilities to be provided by CFD No. 2005-O1 under the authorized bonding program for CFD No. 2005-01, or (ii) shall be determined by the Council concurrently with a covenant that it will not issue any more Bonds to be supported by Special Taxes levied under this Rate and Method of Apportionment as described in Section D. "Construction Fund" means an account specifically identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct public facilities eligible under the Act. "Construction Inflation Indez" means the annual percentage change in the Engineering News-Record Building Cost Index for the City of Los Angeles, measured as of the calendar year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the CFD Administrator that is reasonably comparable to the Engineering News-Record Building Cost Index for the City of Los Angeles. "Fature Facilities Costs" means the CFD Public Facilities Cost minus (i) public facility costs previously paid from the Construction Fund, (ii) moneys currently on deposit in the Construction Fund, and (iii) moneys currently on deposit in an escrow fund that are expected to be available to finance facilities costs. "Outstanding Bonds" means all Previously Issued Bonds which are deemed to be outstanding under the Indenture after the first interest and/or principal payment date following the current Fiscal Year. "Previously Issued Bonds" means all Bonds that have been issued by CFD No. 2005-01 prior to the date of prepayment. City of Sea! Beach December 6, ZUUS Community Facilities District No. 2005-01 (Pacific Gateway Business Center) Page 8 1. Prepayment in Fall The obligation of an Assessor's Parcel to pay the Special Tax A may be prepaid and permanently satisfied as described herein; provided that a prepayment maybe made only for Assessor's Parcels for which there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax A obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount of such Assessor's Parcel. The CFD Administrator may charge a reasonable fee for providing this service. Prepayment must be made not less than 45 days prior to the next occurring date that notice of redemption of Bonds from the proceeds of such prepayment maybe given to the Trustee pursuant to the Indenture. The Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount plus plus plus plus less less Total: equals Redemption Premium Future Facilities Amount Defeasance Amount Administrative Fees and Expenses Reserve Fund Credit Capitalized Interest Credit Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Para$rauh No.• Confirm that no Special Tax delinquencies apply to such Assessor's Parcel. 2. For Assessor's Parcels of Developed Property, compute the Maximum Special Tax A far the Assessor's Parcel to be prepaid. For all other Assessor's Parcels, compute the Maximum Special Tax A for that Assessor's Parcel as though it was designated as Developed Property. 3. Divide the Maximim Special Tax A computed pursuant to paragraph 2 by the total estimated Maximum Special Tax A for the entire CFD No. 2005-01 based on the Developed Property Special Tax A which could be charged in the current Fiscal Year on all expected development through buildout of CFD No. 2005-O1, excluding any Assessor's Parcels which have been prepaid. 4. Multiply the quotient computed pursuant to paragraph 3 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the "Bond Redemption Amount"). City of Seal Beach December 6, 2005 Community Facilities District No. 2005-01(Pacific Gateway Business Center) Page 9 5. Multiply the Bond Redemption Amount computed pursuant to paragraph 4 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium"). 6. Compute the current Future Facilities Costs. 7. Multiply the quotient computed pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to compute the amount of Future Facilities Costs to be prepaid (the "Future Facilities Amount"). 8. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds. 9. Determine the Special Tax A levied on the Assessor's Parcel in the current Fiscal Yeaz which have not yet been paid. 10. Compute the minimum amount the CFD Administrator reasonably expects to derive from the reinvestment of the Prepayment Amount (as defined below) less the Future Facilities Amount and the Administrative Fees and Expenses (as defined below) from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the prepayment. 11. Add the amounts computed pursuant to paragraphs 8 and 9 and subtract the amount computed pursuant to paragraph 10 (the "Defeasance Amount"). 12. Verify the administrative fees and expenses of CFD No.2005-O1, including the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses"). 13. The reserve fund credit ("Reserve Fund Credit") shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. 14. If any capitalized interest for the Outstanding Bonds will not have been expended at the time of the first interest and/or principal payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to paragraph 3 by the expected balance in the capitalized interest fund after such first interest and/or principal payment (the "Capitalized Interest Credit"). City of Seal Beach December b, iuu~ Community Facilities District No. Z005-01(Pacific Gateway Br~siness Center) Page 70 15. The Special Tax A prepayment is equal to the sum of the amounts computed pursuant to paragraphs 4, S, 7, 11 and 1 Z, less the amounts computed pursuant to paragraphs 13 and 14 (the "Prepayment Amount"). 16. From the Prepayment Amount, the amounts computed pursuant to paragraphs 4, 5, 11, 13 and 14 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to paragraph 7 shall be deposited into the construction fund. The amount computed pursuant to paragraph 12 shalt be retained by CFD No. 2045-O1. The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of bonds or to make debt service payments. As a result of the payment of the current Fiscal Year's Special Tax A levy as determined under paragraph 9 (above), the CFD Administrator shall remove the current Fiscal Yeaz's Special Tax A levy for such Assessor's Parcel from the County tax rolls. With respect to any Assessor's Pazcel that is prepaid, the Council shall cause a suitable notice to be recorded incompliance with the Act, to indicate the prepayment of Special Tax A and the release of the Special Tax A lien on such Assessor's Parcel, and the obligation of such Assessor's Parcel to pay the Special Tax A shall cease. Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless the amount of Maximum Special Tax A that may be levied on Taxable Property within CFD No. 2005-01 both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Outstanding Bonds. The Special Tax B may not be prepaid. 2. Prepayment in Part The Special Tax A on an Assessor's Pazcel may be partially prepaid. The amount of the prepayment shall be calculated as in Section H.1; except that a partial prepayment shall be calculated according to the following formula: These terms have the following meaning: PP = the partial prepayment PE = the Prepayment Amount calculated according to Section H.1 F = the percentage by which the owner of the Assessor's Parcel(s) is partially prepaying the Special Tax A A = the Administration Fees and Expenses from Section H.1 City of Seal Beach December 6, 2005 Community Facilities District Na 2005-01 (Pacific Gateway Business Center) Page Il The owner of any Assessor's Parcel who desires such prepayment shall notify the CFD Administrator of such owner's intent to partially prepay the Special Tax A and the percentage by which the Special Tax A shall be prepaid. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of the Special Tax A for an Assessor's Parcel within thirty (30) days of the request and may charge a reasonable fee for providing this service. With respect to any Assessor's Parcel that is partially prepaid, the Gity shall (i) distribute the funds remitted to it according to Section H.1, and (ii) indicate in the records of CFD No. 2005-01 that there has been a partial prepayment of the Special Tax A and that a portion of the Special Tax A with respect to such Assessor's Parcel, equal to the outstanding percentage (1.00 - F) of the remaining Maximum Special Tax A, shall continue to be levied on such Assessor's Parcel pursuant to Section D. I. TERM OF SPECIAL TAX The Special Tax A shall be levied for the period necessary to fully satisfy the Special Tax Requirement for Facilities, but in no event shall it be levied after Fiscal Year 2046-47. The Special Tax B shall be levied as long as necessary to meet the Special Tax Requirement for Services. City of Seal Beach Deeember 6, 2005 Community Facilities District No. 2005-01 (Pacific Gateway Business Center) I'a8e 12 City of Seal Beach Community Facilities District 2005-01 ORIGINAL DEBT SERVICE SCHEDULE Dated Date: 5/24/2006 First Coupon: 9/1/2006 First Maturity: 9/1/2008 9/1/2006 4.10000% 3/1/2007 9/1/2007 4.10000% 3/1/2008 9/1/2008 4.10000% 3/1/2009 9/1/2009 4.25000% 3/1/2010 9/1/2010 4.40000% 3!1/2011 9/1/2011 4.50000% 3/1/2012 9/1/2012 4.60000% 3/1/2013 9/1/2013 4.70000% 3/1/2014 9/1/2014 4.80000% 3/1/2015 9/1/2015 4.80000% 3/1/2016 9/1/2016 5.00000% 3/1/2017 9/1/2017 5.00000% 3/1/2018 9/1/2018 5.10000% 3/1/2019 9/1/2019 5.15000% 3/1/2020 9/1/2020 5.20000% 3/1/2021 9/1/2021 5.20000% 3/1/2022 9/1/2022 5.30000% 3/1/2023 9/1/2023 5.30000% 3/1/2024 9/1/2024 5.30000% 3/1/2025 9/1/2025 5.30000% 3/1/2026 9/1/2026 5.30000% 3/1/2027 9/1/2027 5.30000% 3/1/2028 9/1/2028 5.30000% 3/1/2029 9/1/2029 5.30000% 3/1/2030 9/1/2030 5.30000% 3/1/2031 9/1/2031 5.30000% $/112032 9/1/2032 5.30000% 3/1/2033 9/1/2033 5.30000% 3/1/2034 $0.00 $124,320.32 $124,320.32 $124,320.32 230,697.50 230,697.50 0.00 230,697.50 230,697.50 461,395.00 230,697.50 230,697.50 20,000.00 230,697.50 250,697.50 481,395.00 230,287.50 230,287.50 30,000.00 230,287.50 260,287.50 490,575.00 229,650.00 229,650.00 40,000.00 229,650.00 269,650.00 499,300.00 228,770.00 228,770.00 50,000.00 228,770.00 278,770.00 507,540.00 227,645.00 227,645.00 65,000.00 227,645.00 292,645.00 520,290.00 226,150.00 226,150.00 75,000.00 226,150.00 301,150.00 527,300.00 224,387.50 224,387.50 90,000.00 224,387.50 314,387.50 538,775.00 222,227.50 222,227.50 105,000.00 222,227.50 327,227.50 549,455.00 219,707.50 219,707.50 125,000.00 219,707.50 344,707.50 564,415.00 216,582.50 216,582.50 140,000.00 216,582.50 356,582.50 573,165.00 213,082.50 213,082.50 160,000.00 213,082.50 373,082.50 586,165.00 209,002.50 209,002.50 180,000.00 209,002.50 389,002.50 598,005.00 204,367.50 204,367.50 200,000.00 204,367.50 404,367.50 608,735.00 199,167.50 199,167.50 225,000.00 199,167.50 424,167.50 623,335.00 193, 317.50 193, 317.50 245,000.00 193,317.50 438,317.50 631,635.00 186, 825.00 186, 825.00 275,000.00 186,825.00 461,825.00 648,650.00 179,537.50 179,537.50 300,000.00 179,537.50 479,537.50 659,075.00 171, 587.50 171, 587.50 330,000.00 171,587.50 501,587.50 673,175.00 162, 842.50 162,842.50 360,000.00 162,842.50 522,842.50 685,685.00 153, 302.50 153,302.50 395,000.00 153,302.50 548,302.50 701,605.00 142, 835.00 142,835.00 430,000.00 142,835.00 572,835.00 715,670.00 131,440.00 131,440.00 465,000.00 131,440.00 596,440.00 727,880.00 119,117.50 119,117.50 505,000.00 119,117.50 624,117.50 743,235.00 105, 735.00 105, 735.00 545,000.00 105,735.00 650,735.00 756,470.00 91,292.50 91,292.50 590,000.00 91,292.50 681,292.50 772,585.00 75,657.50 75,657.50 635,000.00 75,657.50 710,657.50 786,315.00 58,830.00 58,830.00 Willdan Finanaal Services Fscal Year 2008/09 Mnual Report Page 1 of 2 City of Seal Beach Community Facilities District 2005-01 ORIGIPIAL DEBT SERVICE SCHEDULE Dated Date: 5/24/2006 First Coupon: 9/1/2006 First Maturity: 9/1/2008 9/1/2034 5.30000% 685,000.00 58,830.00 743,830.00 802,660.00 3/1/2035 40,677.50 40,677.50 9/1/2035 5.30000% 740,000.00 40,677.50 780,677.50 821,355.00 3/1/2036 21,067.50 21,067.50 9/1/2036 5.30000% 795,000.00 21,067.50 816,067.50 837,135.00 Outstandin Princi al $8,780,000.00 Matured Princi al 20,000.00 Called Princi al 0.00 Total Bond Issue $8,800,000.00 Willdan Financial Services Fiscal Year 2008/09 Annual Report Page 2 of 2 WILLDAN Fnancial Services There are no Services has Year 2007/08. City of Seal Beach Community Facilities District 2005-01 DELINQUENCY MANAGEMENT SUMMARY known delinquencies for this District therefore; Willdan Financial not pertormed any Delinquency Monitoring Actions during Fiscal CFD 2005-01 Fiscal Year 2008/09 Annual Report Page 1 of 1 _ _ g. ~•~ 0 2008/09 Budget Worksheet Community Facilities District 2005-01 Fund Number R3 Principal $30,000.00 Interest 460,575.00 TOTAL $490,575.00 •s o 0 Agency Administration $15,000.00 Finance Manager 0.00 Accounting Staff 0.00 Engineering Staff 0.00 City Manager Staff 0.00 Other Staff 0.00 Agency Auditor Fees 0.00 Attorney Fees 1,000.00 Office Expenses, Paid by Agency 0.00 Other Expenses, Paid by Agency 0.00 Total Agency Staff and Expenses $16,000.00 County Auditor and Assessor Fees 1,547.23 Registrar/Transfer/Paying Agent Fees 2,120.00 Consulting Services 5,500.00 Consulting Expenses 0.00 Delinquency Management Allowance 0.00 TOTAL $25,167.23 Total Principal, Interest and Admin Costs $515,742.23 •a e • Reserve Fund Credit $0.00 Special Tax Fund Credit 0.00 Replenishmerrt/(Credit) 0.00 Capitalized Interest Credlt 0.00 Miscellaneous/Adjustment Credit 0.00 TOTAL $0.00 • Total Charge $515,742.23 Applied Charge $515,742.12 Difference (due to rounding) $0.11 Handbiiled Parcels: 0 Handbilled Charge: $0.00 Rejected Panels: 0 Rejected Charge: $0.00 Re-applied Parcels: 0 Re-applied Charge: $0.00 Difference (due to parcel changes): $0.00 •~0 0 0- s Number of Active Parcels 50 Number of Parcels Levied 10 Admin Costs as a percent of Annual Le 4.88% ~"'3` e 2008/09 Budget Worksheet Community Facilities District 2005-01 Services Fund Number R2 ^ Maintenance $84,000.00 TOTAL $84,000.00 •e e Agency Administration $11,000.00 Finance Manager 0.00 Accounting Staff 0.00 Engineering Staff 0.00 City Manager Staff 0.00 Other Staff 0.00 Agency Auditor Fees 0.00 Attorney Fees 0.00 Office Expenses, Paid by Agency 0.00 Other Expenses, Paid by Agency 0.00 Total Agency Staff and F~cpenses $11,000.00 County Auditor and Assessor Fees 0.00 RegistrarlTransfer/Paying Agent Fees 0.00 Consulting Services 0.00 Consulting Expenses 0.00 Delinquency Management Allowance 0.00 TOTAL $11,000.00 Total Principal, Inten~st and Adman Costs ;95,000.00 •^ ^ o Reserve Fund Credit $0.00 Special Tax Fund Credit 0.00 Replenishment/(Credit) 0.00 Capitalized Interest Credlt 0.00 Miscellaneous/Adjustment Credit 0.00 TOTAL ;0.00 • TotaiCharge ;85,000.00 Applied Charge $94,988.88 Difference (due to rounding) $0.12 Handbllled Parcels: p Handbllled Charge: $0.00 Rejected Parcels: 0 Rejected Charge: $0.00 Re-applied Parcels: 0 Re-applied Charge: ;0.00 Difference (due to parcel changes): $0.00 •^^ a •- s Number of Active Parcels 50 Number of Pan:e~ Levied 10 Adman Costs as a percent of Annual Levy 11.58% City of Seal Beach Community Facilities District 2005-01 (Services) Charge Detail Report (Sorted by Assessor's Parcel Number) 095-791-02 2,128,744.00 3,994,943.00 6,123,687.00 3.320 $2,465.18 $8,184.40 $2,114.40 7,019.78 095-791-03 2,939,444.00 5,405,954.00 8,345,398.00 4.480 $2,465.18 $11,044.02 $2,114.40 9,472.50 095-791-04 3,713,722.00 6,677,744.00 10,391,466.00 5.500 $2,465.19 $13,558.52 $2,114.40 11,629.20 095-791-05 4,148,481.00 5,109,099.00 9,257,580.00 4.280 $2,465.18 $10,550.98 $2,114.40 9,049.62 095-791-06 3,397,968.00 3,781,426.00 7,179,394.00 3.170 $2,465.19 $7,814.64 $2,114.40 6,702.64 095-791-07 3,644,042.00 6,953,427.00 10,597,469.00 3.220 $2,465.18 $7,937.88 $2,114.40 6,808.34 095-791-11 5,921,168.00 11,263,599.00 17,184,767.00 9.240 $2,465.19 $22,778.32 $2,114.40 19,537.06 095-791-12 5,374,000.00 9,445,000.00 14,819,000.00 5.420 $2,465.18 $13,361.30 $2,114.40 11,460.04 095-791-13 2,856,000.00 5,447,310.00 8,303,310.00 3.060 $2,465.18 $7,543.46 $2,114.40 6,470.06 Total 36,182,630.00 61,969,937.00 98,152,567.00 44.980 $94,999.88 Parcel Count: 10 Willc~n FmenGal Services Flacal Year 2008/09 Mnual Report Pegs 1 of 1 City of Seal Beach Community Facilities District 2005-01 Charge Detail Report (Sorted by Assessor's Parcel Number) 085-791-02 KNICKERBOCKER PROPERTIES INC XLVI Sdw Not Available 3,884,943 00 2,125,744.00 8,123,887.00 51,801.78 35,109.58 095-791-03 KNICKERBOCKER PROPERTIES INC XLVI Srtus NM Available 5,405,954.00 2,939,44400 5,345,398 00 89,901 18 51,425.00 095.781-04 KNICKERBOCKER PROPERTIES SIWe Not Available 8,577,744.00 3,713,722.00 10,391,455 00 55,518.16 83,133 38 095-791-05 OMP SEAL BEACH LLC Situs Not Available 5,109,099.00 4,148,451.00 9,267,580.00 88,780 58 48,129.22 095.791-08 OMP SEAL BEACH LLC Silw Not Available 9,781,428.00 3,397,988.00 7,179,394 00 49,481.32 38,387.78 095-791-07 SML SOCAL PROPERTIES INC Srtus Not Available 6,853,427.00 3,544,042 00 10,597,468 00 50,241.46 38,981.70 095-781-11 KNICKERBOCKER PROPERTIES INCXLVI SduaNotAvailable 11,253,589.00 5,921,188.00 17,184,78700 144,17118 108,084.08 095-791-12 ORGINAL INVESTMENT GROUP LLC $IWa Not Available 9,445,000.00 5,374,000.00 14,819,000.00 54,587.94 62,215 OB 095-791-13 BANK, FARMERS AND 8 MERCHANTS OF LONG BEACH SiWa Not Available 5,447,310.00 2,858,000.00 8,303,310.00 47,745 00 35,125.10 Total: ;81,888,837.00 ;38,152,850.00 ;98,162,587.00 ;701,040.08 1615,742.12 Parcel Count: 10 V1fi6dan Fmendal Services Fiacrel Year 2005/08 Mnual Report Papa 1 of 1 CITY OF SEAL BEACH CFD N0.2005-01 (PACIFIC GATEWAY BUSINESS CENTER) SB165 FUND SUMMARY Beginning Balance Funds Received Funds Expended Ending Balance Fund 11/1/2007 11/1/07 through 10/31/08 11/1/07 through 10/31/08 10/31/2008 Special Tax A Fund [2] (Acct No. 203-000-10000) 4,429 $505,257 ($443,159) $66,527 Special Tax B Fund [2] (Acct No. 205-000-10000) 32,187 125,310 (54,141) 103,356 Bond Fund [1) ~ 68,152 413,298 (481,395) 55 Reserve Account [1] $796,401 17,773 (8,225) 805,950 rand Total ] Fund/Account held by Fiscal Agent ] Fund/Account held by Director of Administrative Services/Treasurer R:\-2008 Agendas\12-08-08 Council Meeting\AS -Staff Report - K -Pacific Gateway - CFD - FY 08-09 CFDs SB165 Annual Report Pacific, 12/1/2008