CITY OF SAN CLEMENTE COMMUNITY FACILITIES DISTRICT NO SPECIAL TAX REFUNDING BONDS $5,005,000

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1 CITY OF SAN CLEMENTE COMMUNITY FACILITIES DISTRICT NO SPECIAL TAX REFUNDING BONDS $5,005,000 Orange County, California Dated: August 25, 2011 Base CUSIP + : /2013 ANNUAL CONTINUING DISCLOSURE INFORMATION STATEMENT AS OF DECEMBER 31, Via Industria Suite 110 Temecula, CA T F Copyright, American Bankers Association. CUSIP data is provided by Standard and Poor s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP service. The issuer takes no responsibility for the accuracy of such number.

2 LIST OF PARTICIPANTS CITY OF SAN CLEMENTE Pall Gudgeirsson City Manager 100 Avenida Presidio San Clemente, CA DISTRICT ADMINISTRATION DISCLOSURE CONSULTANT & DISSEMINATION AGENT Willdan Financial Services* Temecula, California (951) UNDERWRITER Piper Jaffray FINANCIAL ADVISOR Fieldman, Rolapp & Associates MacArthur Boulevard, Suite 500 Irvine, California (949) BOND COUNSEL Rutan & Tucker, LLP Costa Mesa, CA FISCAL AGENT /ESCROW AGENT Fe Tuzon The Bank of New York Mellon Trust Company, N.A. Los Angeles, California (213) * In its role as Disclosure Consultant and Dissemination Agent, Willdan Financial Services has not passed upon the accuracy, completeness or fairness of the statements contained herein.

3 I. INTRODUCTION Pursuant to an Official Statement dated July 29, 2011, the City of San Clemente (the City ) issued $5,005,000 Community Facilities District No. 99-1, 2011 Special Tax Refunding Bonds (the Bonds ). The Bonds were issued for the principal purpose of refunding the District s outstanding 1999 Special Tax Bonds. The 1999 Special Tax Bonds were issued to acquire various public improvements needed to serve property located within the District. The City of San Clemente is located in the southernmost part of Orange County on the San Diego Freeway (I-5) at the midpoint between Los Angeles and San Diego. It encompasses an area of square miles of coastline and foothills. Community Facilities District No (the District ) is generally located along the northerly side of Avenida Pico, in the vicinity of Camino Vera Cruz and Avenida la Pata. A retail center known as Plaza Pacifica comprises the majority of the area within the District. The taxable land areas within the District, subject to Special Tax, are acres. The Bonds are Special Obligation Bonds of the District and are payable solely from revenues derived from certain annual Special Taxes and from certain other funds pledged under the Fiscal Agent Agreement. The Bonds are not a debt of the City, the State of California, or any of its political subdivisions and neither the City, the State of California, nor any of its political subdivisions is liable. The Bonds do not constitute indebtedness within the meaning of any constitutional or statutory debt limit or restriction. This Annual Continuing Disclosure Information Statement is being provided pursuant to a covenant made by the City for the benefit of the holders of the Bonds and includes the information specified in a Continuing Disclosure Certificate. For further information and a more complete description of the City, District, and the Bonds, reference is made to the Official Statement. The information set forth herein has been furnished by the City and by sources, which are believed to be accurate and reliable but is not guaranteed as to accuracy or completeness. Statements contained in this Annual Continuing Disclosure Information Statement which involve estimates, forecasts, or other matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. Further, the information and expressions of opinion contained herein are subject to change without notice and the delivery of this Annual Continuing Disclosure Information Statement will not, under any circumstances, create any implication that there has been no change in the affairs of the City or any other parties described herein. 2012/13 City of San Clemente CFD 99-1 Page 1 of 6

4 II. BOND INFORMATION A. PRINCIPAL OUTSTANDING Bond Issue As of September 3, 2013 Community Facilities District No Special Tax Refunding Bonds $4,680,000 B. FUND BALANCES Fund As of September 30, 2013 Reserve Fund $775,603 Reserve Requirement $422,581 III. FINANCIAL INFORMATION The audited financial statements for the City for the ended June 30, 2013 will be separately filed with the Electronic Municipal Market Access system ( EMMA ) and are hereby incorporated by reference into this Annual Continuing Disclosure Information Statement. 2012/13 City of San Clemente CFD 99-1 Page 2 of 6

5 IV. OPERATING INFORMATION C. DEBT SERVICE COVERAGE The following table illustrates the estimated aggregate coverage for debt service on the Bonds by comparing the aggregate maximum Special Tax generating ability of the District to the estimated debt service on the Bonds, assuming that developable land within the District with unpaid Special Taxes remains classified as Taxable Property. The Special Tax will not generally be levied at the maximum rate except where prior delinquencies require that the Special Tax be increased to replenish the Reserve Fund. Even if the Special Taxes were levied at the maximum rate in any year, actual collections will depend upon the willingness and ability of the owners of property to pay the Special Taxes when due. Estimated Debt Service Coverage Bond Year Ending September 1 Estimated Debt Service (1) Maximum Special Taxes (2) Coverage (3) , , % , , % , , % , , % , , % , , % , , % , , % , , % , , % , , % , , % , , % , , % , , % , , % , , % , , % (1) Includes Sinking Fund Payments and assumes no further prepayments of Special Taxes. (2) (3) Assumes no further prepayments of Special Taxes. Maximum Special Taxes divided by Debt Service expressed as a percentage. Source: Page 15 of the Official Statement dated July 29, /13 City of San Clemente CFD 99-1 Page 3 of 6

6 D. PARCEL INFORMATION Assessor's Parcel Number Special Tax Levy FY 2013/14 Pro Rata Share of Bonds (1) Property Owner Existing Land Use (2) Taxable Acreage FY 2013/14 Assessed Value (3) Value-to Lien Ratio $7,887 $90,682 Wiles Restaurants Inc Restaurant Carl s Jr $1,617, ,192 59,704 Armstrong, Richard B TR Restaurant Taco Bell ,297, ,545 63,759 S R H Management Inc Restaurant El Pollo Loco ,345, ,269 83,586 Bank of America NA Commercial Bank ,272, ,419 1,304,137 Lowes HIW Inc Industrial Home Improvement ,534, , ,614 Tecolote San Clemente LLC Commercial Michael s ,031, , ,970 Mosich, Nick V TR Commercial Strip Retail ,155, , ,705 Mobil Oil Corp Commercial Gas Station ,972, , ,651 Chiuminatta, Edward R TR Commercial Tire Center ,894, ,701 77,052 Novogroder/San Clemente LLC Restaurant IHOP ,299, , ,677 Huang, Stephen C TR Commercial Office Depot ,696, , ,688 New Albertsons Inc Commercial Grocery ,640, , , Plaza Associates LLC Commercial Strip Retail ,272, ,425 96,878 Golden Lantern Mgmt. Co. LLC Commercial Strip Retail ,337, ,046 46,524 Mamo Capital L P Commercial Office ,125, , ,652 Courtyards at Telega LLC Commercial Strip Retail ,814, , ,834 Meta CA QRS 14-6 Inc (4) Commercial Office ,920, Total $407,014 $4,680, $85,227, (1) (2) (3) (4) Calculated by each parcel s pro-rata share of the total Special Tax Levy times the total Outstanding Bonds. Source: Orange County 2013/14 Secured Property Roll, as compiled by Willdan Financial Services. Source: Assessed Value-Orange County 2013/14 Secured Property Roll, as compiled by Willdan Financial Services. A portion of the Special Tax Lien was prepaid prior to the issuance of bonds. Therefore, the Special Tax Rate per acre is less for this parcel. 2012/13 City of San Clemente CFD 99-1 Page 4 of 6

7 E. HISTORY OF ASSESSED VALUATIONS The following table shows the history of the assessed valuations of the 17 parcels that comprise the Taxable Property for s 2005/06 through 2013/14. Assessor Parcel Number Owner 2005/ / / / / / / / / Wiles Restaurants Inc $1,429,073 $1,457,654 $1,486,807 $1,516,543 $1,546,873 $1,543,206 $1,554,826 $1,585,922 $1,617, Armstrong, Richard B TR 1,145,936 1,168,854 1,192,231 1,216,075 1,240,396 1,237,455 1,246,773 1,271,708 1,297, S R H Management Inc 1,189,065 1,212,846 1,237,102 1,261,844 1,287,080 1,284,028 1,293,696 1,319,569 1,345, Bank of America NA 2,234,558 2,279,249 2,324,833 2,371,329 2,418,755 2,413,021 2,184,000 2,227,680 2,272, Lowes HIW Inc 11,073,056 11,294,517 11,520,407 11,750,815 11,985,831 11,957,423 12,047,462 12,288,411 12,534, Tecolote San Clemente LLC 4,445,027 4,533,927 4,624,605 4,717,097 4,811,438 4,800,034 4,836,178 4,932,901 5,031, Mosich, Nick V TR 5,407,768 5,515,923 5,626,241 5,738,765 5,886,180 5,872,229 5,916,446 6,034,774 6,155, Mobil Oil Corp 1,742,823 1,777,679 1,813,232 1,849,496 1,886,485 1,882,013 1,896,184 1,934,107 1,972, Chiuminatta, Edward R TR 2,550,000 2,601,000 2,660,721 2,713,935 2,768,213 2,761,652 2,782,447 2,838,095 2,894, Novogroder/San Clemente LLC 1,148,142 1,171,104 1,194,526 1,218,416 1,242,784 1,239,837 1,249,172 1,274,155 1,299, Huang, Stephen C TR 5,916,000 6,034,320 6,155,006 6,278,106 6,403,668 6,388,490 6,436,595 6,565,326 6,696, New Albertsons Inc 9,032,269 9,212,914 15,138,840 14,650,000 14,000,000 13,966,820 14,071,990 14,353,429 14,640, Plaza Associates LLC 10,885,600 11,103,312 11,325,378 11,551,885 11,250,000 9,428,000 8,912,000 9,090,240 9,272, Golden Lantern Mgmt. Co. LLC 2,194,654 2,288,713 2,334,487 2,381,176 2,428,799 2,230,000 2,246,791 2,291,726 2,337, Sroka, Gary J TR 1,264,800 1,290,096 1,315,897 1,342,214 1,369,058 1,365,812 1,376,096 1,403,617 1,125, Courtyards at Telega LLC 10,497,000 10,706,940 10,921,078 11,139,499 9,047,000 7,000,000 6,550,000 6,681,000 6,814, Meta CA QRS 14-6 Inc (4) 6,950,778 7,089,793 7,231,588 7,376,219 7,523,743 7,505,910 7,562,429 7,764,721 7,920,015 Totals: $79,106,549 $80,738,841 $88,102,979 $89,073,414 $87,096,303 $82,875,930 $82,163,085 $83,857,381 $85,227,833 Source: Official Statement for San Clemente CFD 99-1 dated July 29, 2011, and Orange County 2013/14 Secured Property Roll, as compiled by Willdan Financial Services. 2012/13 City of San Clemente CFD 99-1 Page 5 of 6

8 F. DELINQUENCY STATUS The following table lists the Special Tax history for the last five (5) years and a summary of the delinquencies within the District. Currently there are no delinquencies. Number of Parcels Number of Parcels Delinquent Annual Special Tax Delinquent Special Fiscal Year Tax (1) 2008/ $455,448 $0 0.00% 2009/ $430,094 $0 0.00% 2010/ $434,141 $0 0.00% 2011/ $396,677 $0 0.00% 2012/ $407,014 $0 0.00% (1) Amount delinquent, as of September 10, Source: Orange County Tax Collector s Office, as compiled by Willdan Financial Services. Percent Delinquent G. RATE AND METHOD OF APPORTIONMENT There have not been any changes to the Rate and Method of Apportionment of the Special Tax approved or submitted to the qualified electors for approval since the issuance of the Bonds. H. FORECLOSURE There are no delinquencies, therefore, no foreclosure actions have been initiated. I. CDIAC REPORTING There is no information that is required to be filed in the annual report to the California Debt and Investment Advisory Commission that is not already included in this Annual Report. 2012/13 City of San Clemente CFD 99-1 Page 6 of 6