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HomeMy WebLinkAboutReso 18-2021 (20-1032)City of South San Francisco P.O. Box 711 (City Hall, Igo 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 18-2021 File Number: 20-1032 Enactment Number: RES 18-2021 RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO TO ESTABLISH CITY OF SOUTH SAN FRANCISCO COMMUNITY FACILITIES DISTRICT NO. 2021-01 (PUBLIC FACILITIES AND SERVICES), CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, TO AUTHORIZE THE LEVY OF SPECIAL TAXES TO PAY THE COSTS OF ACQUIRING OR CONSTRUCTING CERTAIN FACILITIES, TO PAY FOR CERTAIN SERVICES AND EXPENSES, AND TO PAY DEBT SERVICE ON BONDED INDEBTEDNESS WHEREAS, the City of South San Francisco (the "City") received a petition signed by the owner of more than ten percent of the land within the boundaries of the territory which is proposed for inclusion in a proposed community facilities district, which petition meets the requirements of Sections 53318 and 53319 of the Government Code of the State of California; and WHEREAS, as provided in Section 53321 of the Government Code of the State of California the City Council of the City (the "City Council") desires to adopt this resolution of intention to establish a community facilities district consisting of the territory shown in Attachment "A" hereto and incorporated herein by this reference pursuant to Section 53329.6 of the Government Code, which the City Council hereby determines shall be known as "City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California" (the "Community Facilities District No. 2021-01" or the "District") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code (the "Act") to finance (1) the purchase, construction, modification, expansion, improvement or rehabilitation of certain real or other tangible property described in Attachment "B" hereto and incorporated herein by this reference, including all furnishings, equipment and supplies related thereto (collectively, the "Facilities"), which Facilities have a useful life of five years or longer, (2) the incidental expenses to be incurred in connection with financing the Facilities and forming and administering the District (the "Facilities Incidental Expenses"); (3) the costs of providing certain services described in (the "Services") described in Attachment `B" hereto, and (4) the incidental expenses to be incurred in connection with forming and administering the District and financing the Services (the "Services Incidental Expenses" and together with the Facilities Incidental Expenses, the "Incidental Expenses"); and WHEREAS, the City Council further intends to approve an estimate of the costs of the Facilities, the Services and the Incidental Expenses for proposed Community Facilities District No. 2021-01; and WHEREAS, it is the intention of the City Council to consider financing the Facilities and the Incidental Expenses through the formation of Community Facilities District No. 2021-01 and the issuance of bonded indebtedness in an amount not to exceed $105,000,000 with respect to the Facilities and the Facilities Incidental Expenses within the District, and the levy of a special tax (the "Facilities Special Tax") within the City of South San Francisco Page 1 File Number. 20-1032 Enactment Number. RES 18-2021 District to pay for the Facilities and the Facilities Incidental Expenses and to pay debt service on the bonded indebtedness to be incurred by the District, provided that the bond sales and the Facilities Special Tax levy are approved at a separate election to be held within the boundaries of the District; and WHEREAS, it is the intention of the City Council to consider financing the Services and the Services Incidental Expenses through the formation of Community Facilities District No. 2021-01 and the levy of a special tax (the "Services Special Tax") within the District to pay for the Services and the Services Incidental Expenses, provided that the Services Special Tax levy is approved at a separate election to be held within the boundaries of the District; and WHEREAS, the City desires to enter into a reimbursement agreement with KR Oyster Point Developer, LLC, a Delaware limited liability company (the "Developer"), the form of which is on file with the City Clerk (the "Reimbursement Agreement"), to provide for the reimbursement of certain amounts advanced by the Developer in connection with the formation of the District; WHEREAS, as required by section 53312.7 of the Act, the City Council has previously adopted on October 11, 2017, its Community Facilities District Goals and Policies ("the "CFD Goals and Policies"). NOW, THEREFORE, the City of South San Francisco, does hereby resolve as follows: 1. The above recitals are true and correct. 2. A community facilities district is proposed to be established under the terms of the Act. It is further proposed that the legal boundaries of Community Facilities District No. 2021-01 shall be those shown in Attachment "A" hereto, which boundaries shall, upon recordation of the boundary map for proposed Community Facilities District No. 2021-01, include the entirety of any parcel subject to taxation by the District. The proposed boundaries of the District are depicted on the map of proposed Community Facilities District No. 2021-01 which is on file with the City Clerk. The City Clerk is hereby directed to sign the original map of the proposed boundaries and record it with all proper endorsements thereon with the County Recorder of the County of San Mateo within 15 days after the adoption of this resolution, all as required by Section 3111 of the Streets and Highways Code of the State of California. The name of the proposed community facilities district shall be "City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California." 4. The Facilities proposed to be provided within Community Facilities District No. 2021-01 and to be financed by the District are public facilities as defined in the Act, which the City is authorized by law to construct, acquire, own and operate. The City Council hereby finds and determines that the description of the Facilities herein is sufficiently informative to allow taxpayers within the proposed District to understand what the funds of the District may be used to finance. The Facilities Incidental Expenses expected to be incurred include the costs of planning and designing the Facilities, the costs of forming the District and the costs of issuing bonds and levying and collecting a special tax within the District. All or a portion of the Facilities may be purchased with District funds as completed public facilities pursuant to Section 53314.9 of the Act or as discrete portions or phases pursuant to Section 53313.51 of the Act and/or maybe acquired or constructed with District funds pursuant to Section 53316.2 of the Act. City of South San Francisco Page 2 File Number., 20-1032 Enactment Number. RES 18-2021 Any portion of the Facilities may be financed through a lease or lease -purchase arrangement if the District hereafter determines that such arrangement is of benefit to the District. The Services proposed to be provided for the benefit of Community Facilities District No. 2021-01 are public services as defined in the Act, and this City Council finds and determines that the Services to be financed are in addition to those provided in the territory of the District at the present time and do not supplant services already available within the territory of the District. The City Council hereby finds and determines that the description of the Services herein is sufficiently informative to allow taxpayers within the proposed District, to understand what the funds of the District may be used to finance. The Services Incidental Expenses expected to be incurred include the costs of planning the Services, the costs of forming the District, the cost of levying and collecting the Services Special Tax within the proposed District, and the cost of administration. 5. Except where funds are otherwise available, it is the intention of the City Council to levy annually in accordance with the procedures contained in the Act, the Facilities Special Tax within the District, secured by recordation of a continuing lien against all nonexempt real property within the District, sufficient to pay for: (i) the portion of the Facilities and the Facilities Incidental Expenses; and (ii) the principal and interest and other periodic costs on bonds or other indebtedness issued by the District to finance the Facilities and Incidental Expenses, including the establishment and replenishment of any reserve funds deemed necessary by the District, and any remarketing, credit enhancement and liquidity facility fees (including such fees for instruments which serve as the basis of a reserve fund in lieu of cash). The rate and method of apportionment and manner of collection of the Facilities Special Tax for the District are described in detail in Attachment "C" attached hereto, which Attachment "C" is incorporated herein by this reference. Attachment "C" allows each landowner within proposed the District to estimate the maximum amount that may be levied against each parcel. In the first year in which the Facilities Special Tax is levied in the District, the levy shall include an amount sufficient to repay to the District all amounts, if any, transferred to the District pursuant to Section 53314 of the Act and interest thereon. If the Facilities Special Tax is levied against any parcel used for private residential purposes, (i) the maximum special tax rate shall be specified as a dollar amount which shall be calculated and established not later than the date on which the parcel is first subject to the special tax because of its use for private residential purposes and shall not be increased over time except that it may be increased by an amount equal to two percent (2%) per year as set forth in the rate and method of apportionment of the special tax for the District as set forth in Attachment "C", (ii) the Facilities Special Tax shall be levied until the final series of bonds for the District has matured, provided that the special tax shall not be levied after Fiscal Year 2070-71, and (iii) under no circumstances will the Facilities Special Tax levied against any such parcel used for private residential uses be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within the District by more than ten percent above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. The Facilities Special Tax within the District is based on the expected demand that each parcel of real property within the District will place on the Facilities and on the benefit that each parcel derives from the right to access the Facilities. The City Council hereby determines that the proposed Facilities are necessary to meet the increased demand placed upon the City and the existing infrastructure in the City as a result of the development of the land proposed for inclusion in the District. The City Council hereby determines the rate and method of apportionment of the special tax proposed for the District as set forth in Attachment "C" to be reasonable as to the Facilities Special Tax. The Facilities Special Tax is apportioned to each parcel on the foregoing basis pursuant to Section 53325.3 of the Act and such Facilities Special Tax is not on or based upon the value or ownership of real property. In the event that a portion of the property within the District shall City of South San Francisco Page 3 File Number. 20-1032 Enactment Number: RES 18-2021 become for any reason exempt, wholly or partially, from the levy of the Facilities Special Tax specified on Attachment "C," the City Council shall, on behalf of Community Facilities District No. 2021-01, cause the levy to be increased, subject to the limitation of the maximum special tax for a parcel as set forth in Attachment "C" to the extent necessary upon the remaining property within the proposed District which is not exempt in order to yield the special tax revenues required for the purposes described in this Section 5. The obligation to pay special taxes for the District may be prepaid only as set forth in Section H of Attachment "C." 6. Except where funds are otherwise available, it is the intention of the City Council to levy annually in accordance with the procedures contained in the Act, the Services Special Tax, secured by recordation of a continuing lien against all nonexempt real property in the District, sufficient to pay for the Services and the Services Incidental Expenses. The rate and method of apportionment and manner of collection of the Services Special Tax are described in detail in Attachment "C" attached hereto. Attachment "C" allows each landowner within the District to estimate the maximum amount of the Services Special Tax that may be levied against each parcel. The Services Special Tax may be increased by two percent (2%) per year, as set forth in the rate and method of apportionment of the special tax for the District as set forth in Attachment "C". The Services Special Tax may be levied for such period as the Services are needed, as further described in Attachment "C" hereto, provided that under no circumstances will the Services Special Tax levied against any such parcel used for private residential uses be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within the District by more than ten percent above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. The Services Special Tax is based on the expected demand that each parcel of real property within proposed Community Facilities District No. 2021-01 will place on the Services. The City Council hereby determines that the proposed Services are necessary to meet the increased demand placed upon the City as a result of the development of the land proposed for inclusion in the District. The City Council hereby determines the rate and method of apportionment of the special taxes set forth in Attachment "C" to be reasonable as to the Services Special Tax. The Services Special Tax is apportioned to each parcel on the foregoing basis pursuant to Section 53325.3 of the Act and such Services Special Tax is not on or based upon the value or ownership of real property 7. A public hearing (the "Hearing") on the proposed establishment of Community Facilities District No. 2021-01, the rate and method of apportionment of the special tax and the bonded indebtedness proposed for the District to finance the Facilities, the Services and the Incidental Expenses shall be held at 7:00 p.m., or as soon thereafter as practicable, on March 10, 2021, at the Community Room of the Municipal Services Building, 33 Arroyo Drive, South San Francisco, California 94080 or at a virtual location established by the City Council. Should the City Council determine to form the District, a special election will be held within the District to authorize the issuance of bonds of the District and the levy of the Facilities Special Tax and the Services Special Tax within the District in accordance with the procedures contained in Section 53326 of the Act. If held, the proposed voting procedure at the elections will be a landowner vote with each landowner who is the owner of record of land within the District at the close of the Hearing, or the authorized representative thereof, having one vote for each acre or portion thereof owned within the District. Ballots for the special elections may be distributed by mail or by personal service. City of South San Francisco Page 4 File Number. 20-1032 Enactment Number., RES 18-2021 8. At the time and place set forth above for the Hearing, the City Council will receive testimony as to whether the proposed Community Facilities District No. 2021-01 shall be established, as to the rate and method of apportionment of the special tax within the District and shall consider: (a) if an ad valorem property tax is currently being levied on property within proposed Community Facilities District No. 2021-01 for the exclusive purpose of paying principal of or interest on bonds, lease payments or other indebtedness incurred to finance construction of capital facilities; and (b) if the capital facilities to be financed and constructed by Community Facilities District No. 2021-01 will provide the same services as were provided by the capital facilities mentioned in subsection (a); and (c) if the City Council makes the findings specified in subsections (a) and (b) above, it will consider appropriate action to determine whether the total annual amount of ad valorem property tax revenue due from parcels within Community Facilities District No. 2021-01, for purposes of paying principal and interest on the debt identified in subsection (a) above, shall not be adjusted after the date on which Community Facilities District No. 2021-01 is established, or after a later date determined by the City Council with the concurrence of the legislative body which levied the property tax in question. 9. At the time and place set forth above for the Hearing, any interested person, including all persons owning lands or registered to vote within proposed Community Facilities District No. 2021-01 may appear and be heard. 10. Each City officer who is or will be responsible for providing the Facilities and the Services within proposed Community Facilities District No. 2021-01, if it is established, is hereby directed to study the proposed District and, at or before the time of the above-mentioned Hearing, file a report with the City Council containing a brief description of the public Facilities and Services by type which will in his or her opinion be required to meet adequately the needs of proposed Community Facilities District No. 2021-01 and an estimate of the cost of providing those public Facilities and Services, including the cost of environmental evaluations of such Facilities and Services and an estimate of the fair and reasonable cost of any Incidental Expenses to be incurred. 11. The District may accept advances of funds or work -in-kind from any source, including, but not limited to, private persons or private entities, for any authorized purpose, including, but not limited to, paying any cost incurred in establishing Community Facilities District No. 2021-01. The District may enter into an agreement with the person or entity advancing the funds or work -in-kind, to repay all or a portion of the funds advanced, or to reimburse the person or entity for the value, or cost, whichever is less, of the work -in-kind, as determined by the City Council, with or without interest. The District is hereby authorized to reimburse the Developer for moneys advanced pursuant to that certain the Reimbursement Agreement, but only under the circumstances permitting reimbursement under such Reimbursement Agreement. City of South San Francisco Page 5 File Number: 20-1032 Enactment Number: RES 18-2021 12. Section 53314.9 of the Act provides that, either before or after formation of the District, the City may accept work in-kind from any source, including, but not limited to, private persons or private entities, and may provide, by resolution, for the use of that work in-kind for any authorized purpose and the City Council may enter into an agreement, by resolution, with the person or entity advancing the work in-kind, to reimburse the person or entity for the value, or cost, whichever is less, of the work in-kind, as determined by the City Council, with or without interest, under the conditions specified in the Act. Any work in-kind must be performed or constructed as if the work had been performed or constructed under the direction and supervision, or under the authority of, the City and, in furtherance of Section 53314.9 of the Act, the City Council intends to approve the execution and delivery of an acquisition and reimbursement agreement between the City and the Developer. 13. The City Clerk is hereby directed to publish a notice (the "Notice") of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation published in the area of proposed Community Facilities District No. 2021-01. The City Clerk is further directed to mail a copy of the Notice to each of the landowners within the proposed boundaries of the District at least 15 days prior to the Hearing. The Notice shall contain the text or a summary of this Resolution, the time and place of the Hearing, a statement that the testimony of all interested persons or taxpayers will be heard, a description of the protest rights of the registered voters and landowners in the proposed District and a description of the proposed voting procedure for the elections required by the Act. Such publication shall be completed at least seven (7) days prior to the date of the Hearing. 14. The reasonably expected maximum principal amount of the bonded indebtedness to be incurred within the District is One Hundred Five Million Dollars ($105,000,000). 15. The form of the Reimbursement Agreement is hereby approved. The Mayor of the City, or such other member of the City Council as the Mayor may designate, the City Manager, the Assistant City Manager (or any interim Assistant City Manager), and the Director of Finance, and any designee thereof, are hereby authorized and directed to execute and deliver the Reimbursement Agreement in the form on file with the City Clerk with such changes, insertions and omissions as may be approved by the officer or officers executing such agreement, said execution being conclusive evidence of such approval. 16. Except to the extent limited in any bond resolution or trust indenture related to the issuance of bonds, the City Council hereby reserves to itself all rights and powers set forth in Section 53344.1 of the Act (relating to tenders in full or partial payment of special taxes). 17. This resolution shall take effect immediately upon its passage. City of South San Francisco Page 6 File Number., 20-1032 Enactment Number: RES 18-2021 At a meeting of the City Council on 1/27/2021, a motion was made by Councilmember Nicolas, seconded by Vice Mayor Nagales, that this Resolution be approved. The motion passed. Yes: 4 Mayor Addiego, Vice Mayor Nagales, Councilmember Nicolas, and Councilmember Coleman r Attest by qL A. a.L losa Govea Acosta, City Clerk City of South San Francisco Page 7 B-1 ATTACHMENT A LEGAL DESCRIPTION OF DISTRICT The property proposed to be included in City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services) consists of the property included within the proposed District below: 015-010-910 015-010-940 015-010-950 015-010-240 015-010-930 B-2 ATTACHMENT B Types of Facilities To Be Financed By City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services) The facilities set forth below (the “Facilities”) are proposed to be financed or funded in whole or in part by City of South San Francisco, County of San Mateo, State of California” (the “District”). The authorized Facilities shall be owned and operated by the City or another public agency, and shall be constructed, whether or not acquired in a completed state, pursuant to the plans and specifications approved by the City and its officials. I. Roadway and Transportation Improvements Authorized Facilities include any and all on-site and off-site publicly-owned roadway and transportation facilities required to meet the needs of development within the District. Eligible improvements include, but are not limited to: acquisition of land and easements; design; project management; clearing, grubbing, and demolition; grading, soil import/export; paving, and decorative/enhanced pavement concrete and/or pavers; bridge crossings and culverts; joint trenches, underground utilities and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including onsite and off-site); enhanced fencing, and access ramps; street lights; intersections, signalization, and traffic signal control systems; bus turnouts and bus shelters; signs and striping; erosion control; median and landscape corridor landscaping and irrigation; masonry walls; traffic control and agency fees; and other improvements related thereto. II. Water System Improvements Authorized Facilities include any and all water facilities required to meet the needs of development within the District. Eligible improvements include, but are not limited to: acquisition of land and easements; potable water storage, groundwater wells, storage tanks, distribution facilities including pipelines and appurtenances, gate valves, flow meters, booster pump pressurization system, and other improvements related thereto III. Recycled Water System Improvements Authorized Facilities include any and all recycled water system facilities required to meet the needs of development within the District. Eligible improvements include, but are not limited to: acquisition of land and easements; recycled water storage, treatment and distribution facilities including pipelines and appurtenances, gate valves, storage tanks, flow meters, booster pump pressurization system, and other improvements related thereto. IV. Drainage System Improvements Authorized Facilities include any and all drainage and storm drain improvements required to meet the needs of development within the District. Eligible improvements include, but are not limited to: acquisition of land and easements; design; project management; mains, pipelines and appurtenances; outfalls and water quality measures; temporary drainage facilities; detention/retention basins and drainage B-3 pretreatment facilities; drainage ways/channels; pump stations; landscaping and irrigation; access roads, gates, and fencing; striping and signage; and other improvements related thereto where required. V. Wastewater System Improvements Authorized Facilities include on-site and off-site facilities required to meet the conveyance needs of development within the District. Eligible improvements include, but are not limited to: acquisition of land and easements; design; project management; pipelines and all appurtenances thereto; manholes; tie-in to existing main line; force mains; lift stations; odor control facilities; sewer treatment plant improvements; and other improvements related thereto. VI. Parks, Trails, Landscaping, and Open Space Improvements Authorized Facilities include on-site and off-site park, trail, landscaping and open space facilities required to meet the needs of development within the District. Eligible improvements include, but are not limited to: acquisition of land and easements; design; project management; grading; turf and irrigation; trees and shrubs; sidewalks pathways and trails: masonry sound walls; sports fields, sport courts, playground equipment, picnic areas, benches, drinking fountain and bathrooms; other related hard and soft-scape improvements along roadways and adjacent to or within parks, open space, drainage channels and detention basins; bike trails, bike/pedestrian bridges; storm drain crossings; publicly-owned improvements required for wetland mitigation, tree mitigation, off-site hawk mitigation, and/or agricultural mitigation; landscaping and irrigation, access gates and fencing and related open space improvements. VII. Fire Station Fire Facilities, including but not limited to fire stations, apparatus, and facilities and equipment required to meet the needs of development within the District. Eligible improvements include, but are not limited to: acquisition of land and easements; construction; relocation; rehabilitation; replacement; leasing; repair; planning; design; engineering; soils testing; construction staking; construction coordination and inspection; furniture, fixtures, and equipment; and other improvements related thereto. VIII. Impact Fees The District will also finance any fees payable to the City, the proceeds of which will be used to fund all or a portion of the cost of any Facilities described above. 1. Traffic or Transportation Impact Fee 2. Oyster Point Grade Separation Fee 3. East of 101 Sewer Impact Fee 4. Sewer Capacity Fee 5. Bicycle and Pedestrian Impact Fee 6. Parkland Acquisition & Construction Fee 7. Public Art/Transit Enhancement Fee 8. Childcare Impact Fee 9. Public Safety Impact Fee B-4 10. Mass Decontamination Fee IX. Other Public Improvements Any and all other public improvements authorized under the Mello-Roos Community Facilities Act of 1982 and otherwise necessary to meet the needs of development within the District. X. Private Utility Facilities 1. Natural Gas Distribution 2. Electrical Distribution 3. Telephone 4. Cable Television 5. Other Private Utility Facilities as Authorized by the Mello-Roos Act XI. Administrative and Incidental Expenses In addition to the above Facilities and services, other incidental expenses that may be financed by the District include but are not limited to the following: the cost of planning, permitting, approving and designing the authorized Facilities (including the cost of environmental evaluation, orthophotography, environmental remediation/mitigation); land acquisition and easement payments for authorized Facilities; project management, construction staking; engineering studies; utility relocation and demolition costs incidental to the construction of the public Facilities; and any other expenses incidental to the construction, completion, and inspection of the Facilities and related expenses associated with any of the foregoing. In addition, the District shall fund the direct and indirect expenses incurred by the City in carrying out its duties with respect to the District including, but not limited to: the levy and collection of the special taxes; the fees and expenses of attorneys; any fees related to the collection of special taxes; an allocable share of the salaries and benefits of any City staff, or consultant fees, directly related thereto and a proportionate amount of the City’s general administrative overhead related thereto; expenses incurred by the City in undertaking action to foreclose on properties for which the payment of special taxes is delinquent; administrative fees of the City and the bond trustee or fiscal agent related to the District and the bonds issued by or for the District; costs related to the formation of the District; reimbursement of costs related to the formation of the District advanced by City, the landowner(s) in the District or any party related to any of the foregoing, as well as reimbursement of any costs advanced by the City, the landowner(s) in the District or any party related to any of the foregoing, for Facilities, fees or other purposes or costs of the District; costs related to the issuance of bonds by or for the District, including underwriters discount, reserve fund, capitalized interest, letter of credit fees and expenses, fees and expenses of bond counsel, disclosure counsel, special tax consultant, municipal advisor and appraiser, bond remarketing costs, and all other incidental expenses; and all other costs and expenses of the City in any way related to the District. B-5 Types of Services To Be Financed By City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services) The services authorized to be funded by City of South San Francisco, County of San Mateo, State of California” (the “District”) and paid by the Special Taxes levied within the District (the “Services”) are described below. For purposes of the District, the Services shall incorporate and have the meaning given to the term “services” in section 53313 of the Mello-Roos Community Facilities Act of 1982. (a) Police protection services. (b) Maintenance and lighting of parks, parkways, streets, roads, and open space, including without limitation:  Roadway maintenance,  Streetlight maintenance and operations,  Traffic signal maintenance and operations,  Parks, waterfront and Bay Trail maintenance,  Landscaping, parkway, median and open space maintenance, including erosion prevention,  Public surface parking maintenance, and  Operation and maintenance of public restroom buildings, (c) Operation and maintenance of storm drainage systems. The cost of the Services shall include all related administrative costs and expenses, necessary utility (water and electricity) costs, and related reserves for replacement of vehicles, equipment and facilities. B-6 ATTACHMENT C RATE AND METHOD OF APPORTIONMENT (d) RATE AND METHOD OF APPORTIONMENT FOR City of South San Francisco (e) COMMUNITY FACILITIES DISTRICT NO. 2021-01 (f) (PUBLIC FACILITIES AND SERVICES) (g) CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO (h) STATE OF CALIFORNIA A Special Tax as hereinafter defined shall be levied on all Assessor’s Parcels of Taxable Property in the City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California (“CFD No. 2021-01”) and collected each Fiscal Year commencing in Fiscal Year 2021-2022, in an amount determined by the City Council through the application of the appropriate Special Tax, as described below. All of the real property in CFD No. 2021-01, unless exempted by law or by the provisions hereof, shall be taxed for these 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 area within a Plot of Land as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area within a Plot of Land shown on the applicable final subdivision map, parcel map, record of survey, or other recorded County parcel map. An Acre equals 43,560 square feet of land area. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2 of Title 5 of the Government Code of the State of California. “Administrative Expenses” means the following actual or reasonably estimated costs directly related to the administration of CFD No. 2021-01, including, but not limited to, the following: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or any designee thereof or both); the costs of collecting the Special Taxes (whether by the City or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD No. 2021-01, or any designee thereof of complying with arbitrage rebate requirements, or responding to questions, or investigations, from the Securities and Exchange Commission (“SEC”) or the Internal Revenue Service (“IRS”) pertaining to any CFD No. 2021-01 Bonds or any audit of any CFD No. 2021-01 Bonds by the SEC or IRS; the costs to the City, CFD No. 2021-01, the Trustee, or any designee thereof of complying with the City, CFD No. 2021- 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. 2021- 01, or any designee thereof related to an appeal of the levy of application of the Special Tax; the costs associated with the release of funds from an escrow account; and City’s annual administration fees and third party expenses. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2021-01 for any other administrative purposes of CFD No. 2021-01, B-7 including, but not limited to, attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. “Airspace Parcel” means a parcel with an assigned Assessor’s Parcel number that constitutes vertical space on a Plot of Land. “Assessor’s Parcel” or “Parcel” means a lot or parcel, including an Airspace Parcel, shown on an Assessor’s Parcel Map with an assigned Assessor’s Parcel number. “Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel number. “Assigned Special Tax A” or “Assigned Special Taxes” means the Special Tax A for Developed Property, as determined in accordance with Section C.1.a.ii below. “Authorized Facilities” means those facilities eligible to be funded by CFD No. 2021-01, as defined in the Resolution of Formation. “Authorized Services” means those services eligible to be funded by CFD No. 2021-01, as defined in the Resolution of Formation and authorized to be financed by CFD No. 2021-01 pursuant to Section 53313 and Section 53313.5 of the Act. CFD No. 2021-01 shall finance Authorized Services only to the extent that they are in addition to those already being provided in the territory of CFD No. 2021-01 before the CFD was created and such Authorized Services may not supplant services already available within the territory of CFD No. 2021-01 when the CFD was created. “Backup Special Tax A” means the Backup Special Tax A applicable to an Assessor’s Parcel of Developed Property, as determined in accordance with Section C.1.a.iii below. “Building Permit” means a permit issued by the City or other governmental agency for the vertical construction of a non-residential building or buildings on an Assessor’s Parcel, which shall not include a separate permit issued for construction of the foundation. “Capitalized Interest” means funds in any capitalized interest account available to pay debt service on Outstanding Bonds. “Certificate of Occupancy” means a certificate of occupancy issued by the City permitting the use of a non-residential building or buildings on an Assessor’s Parcel. “CFD Administrator” means an official of CFD No. 2021-01, or any designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of the Special Taxes. “CFD No. 2021-01” means City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California. "CFD No. 2021-01 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. 2021-01 under the Act. “City” means the City of South San Francisco, California. “City Council” means the City Council of the City. “County” means the County of San Mateo. B-8 “Developed Property” means, all Assessor’s Parcels of Taxable Property for which a Certificate of Occupancy was issued after January 1, 2021 and on or before May 1 of the Fiscal Year preceding the Fiscal Year for which the Special Taxes are being levied. “Developer” means KR Oyster Point III, LLC, a Delaware limited liability company and its successors and assigns. “Fiscal Year” means the period starting July 1 and ending on the following June 30. “Indenture” means the indenture, trust agreement, fiscal agent agreement, resolution, or other instrument pursuant to which CFD No. 2021-01 Bonds are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same. “Maximum Special Tax” means the Maximum Special Tax A and/or Maximum Special Tax B, as applicable. “Maximum Special Tax A” means, for each Fiscal Year, the maximum Special Tax A, determined in accordance with Section C, below, that can be levied on any Assessor’s Parcel. “Maximum Special Tax B” means, for each Fiscal Year, the maximum Special Tax B, determined in accordance with Section C, below, that can be levied on any Assessor’s Parcel. “Non-Residential Floor Area” means the total building square footage of the non-residential building(s) located on an Assessor’s Parcel of Developed Property, measured from outside wall to outside wall, not including space devoted to stairwells, public restrooms, lighted courts, vehicle parking and areas incident thereto, and mechanical equipment incidental to the operation of such building. The determination of Non-Residential Floor Area shall be made by reference to the Building Permit(s) issued for such Assessor’s Parcel and/or to the appropriate records kept by the City’s Building Division, as reasonably determined by the CFD Administrator. “Outstanding Bonds” means all CFD No. 2021-01 Bonds which remain outstanding under the Indenture. “Plot of Land” means with respect to an Assessor’s Parcel, the entire physical land area described on the Assessor’s Parcel Map on which such Assessor’s Parcel is identified. “Property Owner Association Property” means, for each Fiscal Year, any Assessor’s Parcel, or part thereof, within the boundaries of CFD No. 2021-01 that is owned by or irrevocably offered for dedication to a property owner association, including any such property used as a garage located directly under a non-residential structure. “Proportionately” means that the ratio of the actual Special Tax levy to the Assigned Special Tax or the Maximum Special Tax is equal for all Assessor’s Parcels of Developed Property. For each of the Undeveloped Property, Taxable Property Owner Association Property, and Taxable Public Property categories, “Proportionately” means that the ratio of the actual Special Tax levy per Acre to the Maximum Special Tax per Acre within each of these Taxable Property categories is equal for all Assessor’s Parcels in that specific Taxable Property category. “Public Property” means, for each Fiscal Year, (i) any property within the boundaries of CFD No. 2021-01 that is owned by or irrevocably offered for dedication to the Federal government, the State, the City, or any other public agency; 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, as such section may be amended or replaced, shall be taxed and classified as Developed or Undeveloped Property; or (ii) any B-9 property within the boundaries of CFD No. 2021-01 that is encumbered by an unmanned utility easement making impractical its utilization for other than the purpose set forth in the easement. “Rate and Method of Apportionment” or “RMA” means this Rate and Method of Apportionment of Special Tax. “Resolution of Formation” means the resolution forming CFD No. 2021-01. “Special Tax” or “Special Taxes” means the special tax or special taxes to be levied in each Fiscal Year on each Assessor’s Parcel to fund the Special Tax Requirement. “Special Tax A” means the special tax to be levied in each Fiscal Year to fund the Special Tax Requirement for Facilities. “Special Tax B” means the special tax to be levied in each Fiscal Year to fund the Special Tax Requirement for Services. “Special Tax Levy” or “Special Tax Levies” means the total Special Tax, net of any applicable debits or credits for other existing and related Community Facilities Districts as per agreement between the City and Developer, to be listed on the property tax rolls and levied for each Assessor’s Parcel of Taxable Property in a given Fiscal Year to fund the Special Tax Requirement for Facilities and the Special Tax Requirement for Services. “Special Tax Requirement for Facilities” or “Special Tax A Requirement” means that amount of Special Taxes required, if any, in any Fiscal Year to (i) pay debt service on Outstanding Bonds payable in the calendar year commencing in such Fiscal Year, (ii) pay any amounts required to establish or replenish any reserve funds for all CFD No. 2021-01 Bonds to the extent such replenishment has not been included in the computation of the Special Tax Requirement for Facilities in a previous Fiscal Year, (iii) pay for Administrative Expenses, (iv) pay for delinquencies reasonably anticipated to occur in the payment of the annual Special Tax A to be levied in such Fiscal Year, based on the fiscal year-end delinquency rate for the Special Taxes for Facilities levied in the previous Fiscal Year, (v) pay for previous Fiscal Year’s delinquent Special Tax A in excess of the amount included in the previous Fiscal Year’s computation under subsection (iv), (vi) at discretion of the City after consultation and agreement of the Developer, to pay directly for construction of Authorized Facilities to the extent that inclusion of this amount does not result in a Special Tax Levy on Undeveloped Property or Taxable Property Owner Association Property, less, (vii) a credit for funds available to reduce the Special Tax A, including, without limitation, Capitalized Interest, as determined by the CFD Administrator, so long as the Special Tax A Requirement is not less than zero. “Special Tax Requirement for Services” or “Special Tax B Requirement” means that amount required in any Fiscal Year for CFD No. 2021-01 to: (i) pay directly for all Authorized Services, including maintenance and reserves for maintenance of any Authorized Facilities; (ii) pay Administrative Expenses not funded through the Special Tax Requirement for Facilities as determined by the CFD Administrator; (iii) pay for delinquencies reasonably anticipated to occur in the payment of the annual Special Tax B to be levied in such Fiscal Year, based on the fiscal year-end delinquency rate for the Special Tax B levied in the previous Fiscal Year; (iv) pay for previous Fiscal Year’s delinquent Special Tax B in excess of the amount included in the previous Fiscal Year’s computation under subsection (iii); less (v) a credit for funds available to reduce the annual Special Tax B levy, as determined by the CFD Administrator after consultation with the City. “State” means the State of California. B-10 “Taxable Property” means all of the Assessor’s Parcels within the boundaries of CFD No. 2021-01 which are not exempt from the Special Tax pursuant to law or Section E below. “Taxable Property Owner Association Property” means all Assessor’s Parcels of Property Owner Association Property that are not exempt pursuant to Section E herein. “Taxable Public Property” means all Assessor’s Parcels of Public Property that are not exempt pursuant to Section E herein. “Undeveloped Property” means, for each Fiscal Year, all Assessor’s Parcels of Taxable Property which are not Developed Property, Taxable Property Owner Association Property, or Taxable Public Property. B ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, all Assessor’s Parcels within CFD No. 2021-01 shall be classified by the CFD Administrator as Developed Property, Undeveloped Property, Taxable Property Owner Association Property, or Taxable Public Property, and shall be subject to annual Special Taxes in accordance with this Rate and Method of Apportionment as determined by the CFD Administrator pursuant to Sections C and D below. The CFD Administrator’s allocation of property to each type of land use class identified above shall be conclusive and binding. B-11 C MAXIMUM SPECIAL TAX RATE Prior to sixty (60) days before the issuance of a first series of CFD No. 2021-01 Bonds, the Maximum Special Tax A on Developed Property and Undeveloped Property (set forth in Section C.1 below) may be reduced in accordance with, and subject to the conditions set forth in this Section C without the need for any proceedings to make changes as permitted under the Act. At that time, if it is reasonably determined by the City and CFD Administrator that the current Maximum Special Tax A on Developed Property is greater than required to provide 110% debt service coverage on expected future CFD No. 2021-01 Bonds plus Administrative Expenses, the Maximum Special Tax A on Developed Property may be reduced to the minimum amount necessary to provide 110% debt service coverage on expected future CFD No. 2021-01 Bonds plus Administrative Expenses without need for any additional proceedings. Furthermore, if appropriate, the City and CFD Administrator may reduce the Maximum Special Tax A for Undeveloped Property to the minimum amount necessary to allow CFD No. 2021-01 to collect the Maximum Special Tax A equal to 110% debt service coverage on expected future CFD No. 2021-01 Bonds plus Administrative Expenses. The reductions permitted pursuant to the preceding paragraph shall be reflected in an amended notice of Special Tax lien which the City and CFD Administrator shall cause to be recorded after executing a certificate in substantially the form attached herein as Exhibit “A.” C.1 Special Tax A C.1.a Developed Property C.1.a.i 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 and (ii) the amount derived by application of the Backup Special Tax A. C.1.a.ii Assigned Special Tax A The Assigned Special Tax A in Fiscal Year 2021-2022 for each Assessor’s Parcel classified as Developed Property is shown in Table 1 below. Table 1: Assigned Special Tax A for Developed Property for Fiscal Year 2021-2022 Description Assigned Special Tax Developed Property $2.00 per square foot of Non-Residential Floor Area C.1.a.iii Backup Special Tax A The Backup Special Tax A on an Assessor’s Parcel of Developed Property, for a Plot of Land that includes one or more Airspace Parcels, shall equal $700,106 per Acre. The Backup Special Tax A for an Assessor’s Parcel on a Plot of Land with no Airspace Parcels, shall equal $138,118 per Acre. Furthermore, all Assessor’s Parcels within CFD No. 2021-01 shall be relieved simultaneously and permanently from the obligation to pay and disclose the Backup Special Tax A if the CFD Administrator calculates that (i) the annual debt service required for the Outstanding Bonds, when compared to the Assigned Special Tax A that could be levied against all Assessor’s Parcels of Developed Property in CFD No. 2021-01, results in 110% debt service coverage (i.e., the Assigned Special Tax A that could be levied against all Developed Property in CFD No. 2021-01 in each B-12 remaining Fiscal Year based on the then existing development is at least equal to the sum of (a) 1.10 times the debt service necessary to support the remaining Outstanding Bonds in each corresponding Fiscal Year, and (b) the Administrative Expenses as defined in Section A herein), and (ii) all authorized CFD No. 2021-01 Bonds have already been issued or the City has covenanted that it shall not issue any additional CFD No. 2021-01 Bonds (except refunding bonds) to be supported by the Assigned Special Taxes in CFD No. 2021-01. C.1.a.iv Increase in the Assigned Special Tax A and Backup Special Tax A On each July 1, commencing on July 1, 2022, the Assigned Special Tax A and the Backup Special Tax A shall be increased by an amount equal to two percent (2.00%) of the amount in effect for the previous Fiscal Year. C.1.b Undeveloped Property, Taxable Property Owner Association Property, and Taxable Public Property The Fiscal Year 2021-2022 Maximum Special Tax A for each Assessor’s Parcel of Undeveloped Property, Taxable Property Owner Association Property, and Taxable Public Property for CFD No. 2021-01 shall be $138,118 per Acre, and shall increase annually thereafter, commencing on July 1 of each Fiscal Year thereafter, by an amount equal to two percent (2.00%) of the amount in effect for the previous Fiscal Year. C.2 Special Tax B C.2.a Developed Property C.2.a.i Maximum Special Tax B The Maximum Special Tax B in Fiscal Year 2021-2022 for each Assessor’s Parcel classified as Developed Property is shown in Table 2 below. Table 2: Maximum Special Tax B for Developed Property for Fiscal Year 2021-2022 Description Maximum Special Tax B Developed Property $0.35 per square foot of Non-Residential Floor Area C.2.a.ii Increase in the Maximum Special Tax B On each July 1, commencing on July 1, 2022, the Maximum Special Tax B for Developed Property shall be increased annually by two (2.00%) percent per Fiscal Year. C.2.b Undeveloped Property No Special Tax B shall be levied on Undeveloped Property. B-13 D METHOD OF APPORTIONMENT OF THE SPECIAL TAX D.1 Special Tax A Commencing with Fiscal Year 2021-2022 and for each following Fiscal Year, the CFD Administrator shall determine the Special Tax A Levy as follows: First: Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Developed Property in an amount necessary to equal (i) the Special Tax A Requirement, or (ii) 100% of the applicable Assigned Special Tax A, whichever occurs first. Second: If additional monies are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property until (i) the total Special Taxes levied under the first two steps listed in this Section D equal the Special Tax A Requirement, or (ii) the Special Tax A levied on Undeveloped Property equals 100% of the Maximum Special Tax A for Undeveloped Property, whichever occurs first. Third: If additional monies are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, then the levy of the Special Tax A on each Assessor’s Parcel of Developed Property for which the Maximum Special Tax A is determined through the application of the Backup Special Tax A shall be increased in equal percentages from the Assigned Special Tax A up to 100% of the Maximum Special Tax A for each such Assessor’s Parcel of Developed Property until (i) the total Special Taxes levied under the first three steps listed in this Section D equal the Special Tax A Requirement, or (ii) the Special Taxes levied on all Developed Property equal 100% of the Maximum Special Tax A for Developed Property, whichever occurs first. Fourth: If additional monies are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Taxable Property Owner Association Property until (i) the total Special Taxes levied under the first four steps listed in this Section D equal the Special Tax A Requirement, or (ii) the Special Taxes levied on all Taxable Property Owner Association Property equal 100% of the Maximum Special Tax A for Taxable Property Owner Association Property, whichever occurs first. Fifth: If additional monies are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Taxable Public Property until (i) the total Special Taxes levied under the first five steps listed in this Section D equal the Special Tax A Requirement, or (ii) the Special Taxes levied on all Taxable Public Property equal 100% of the Maximum Special Tax A for Taxable Public Property, whichever occurs first. Notwithstanding the above, the CFD Administrator or its designee may, in any Fiscal Year, levy Proportionately less than 100% of the Assigned Special Tax A in the first step (above), when (i) the City is no longer required to levy the Special Tax A beyond the first step (above) in order to meet the Special Tax A Requirement; and (ii) all authorized CFD No. 2021-01 Bonds have already been issued or the City has covenanted that it will not issue any additional CFD No. 2021-01 Bonds (except refunding bonds), to be supported by the Special Tax A. B-14 D.2 Special Tax B Commencing with Fiscal Year 2021-2022 and for each following Fiscal Year, the CFD Administrator shall Proportionately levy the annual Special Tax B on each Assessor’s Parcel of Developed Property at up to 100% of the applicable Maximum Special Tax B, until the amount of Special Taxes equals the Special Tax B Requirement. E EXEMPTIONS E.1 Special Tax A No Special Tax A shall be levied on Public Property and Property Owner Association Property in CFD No. 2021-01 provided that no such exemption shall reduce the total Acreage of Taxable Property to less than 40 Acres. Tax-exempt status shall be assigned by the CFD Administrator in the chronological order in which property in CFD No. 2021-01 becomes Public Property or Property Owner Association Property. However, should an Assessor’s Parcel of Public Property or Property Owner Association Property no longer be classified as tax-exempt, it will, from that point forward, be subject to the Special Tax A. Furthermore, any Assessor’s Parcel designated as Public Property or Property Owner Association that cannot be exempt from Special Tax A because such exemption would reduce the Acreage of all Taxable Property within CFD No. 2021-01 to less than 40 Acres shall be designated as Taxable Public Property or Taxable Property Owner Association Property. Prior to sixty (60) days before the issuance of a first series of CFD No. 2021-01 Bonds, the CFD Administrator may increase or decrease the final number of minimum taxable Acres in CFD No. 2021-01 to better reflect the actual tax-exempt acreage within CFD No. 2021-01. However, notwithstanding the above, the final number of taxable Acres in CFD No. 2021-01 shall not be decreased if it causes an increase in the Special Tax A levied on any existing Assessor’s Parcel of Developed Property or Undeveloped Property. E.2 Special Tax B No Special Tax B shall be levied on Public Property or Property Owner Association. However, should an Assessor’s Parcel no longer be classified as Public Property or Property Owner Association Property, such Assessor’s Parcel shall, upon each reclassification, no longer be exempt from Special Tax B. F REVIEW/APPEAL PROCESS Any taxpayer may file a written appeal of the Special Tax on his/her property with the CFD Administrator, provided that the appellant is current in his/her payments 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 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 disagrees with the appellant and the appellant is dissatisfied with the determination, the appellant then has thirty (30) days in which to appeal to the City by filing a written notice of appeal with the clerk of the City, provided that the appellant is current in his/her payments of Special Taxes. The second appeal must specify the reasons for the appellant’s disagreement with the CFD Administrator’s determination. The CFD Administrator may charge the appellant a reasonable fee for processing the appeal. B-15 Interpretations may be made by the CFD Administrator, without Resolution or Ordinance of the City, for purposes of clarifying any vagueness or ambiguity as it relates to the Special Taxes, the Rate and Method of Apportionment, or any other definition applicable to CFD No. 2021-01. Without City Council approval, the CFD Administrator may make minor, non-substantive administrative and technical changes to the provisions of this document that do not materially affect the rate, method of apportionment, and manner of collection of the Special Tax for purposes of administrative efficiency or convenience or to comply with new applicable federal, state, or local law. Any decision of the City will be final and binding as to all persons. G MANNER OF COLLECTION The Special Tax Levy shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner if necessary or otherwise advisable to meet its financial obligations for CFD No. 2021-01, 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 Under this Rate and Method of Apportionment, an Assessor’s Parcel within CFD No. 2021-01 is permitted to prepay the Special Tax A. The obligation of the owner of an Assessor’s Parcel to pay the Special Tax A may be fully or partially prepaid and permanently satisfied as described herein, provided that a prepayment may be made only for Assessor’s Parcels of Developed Property, or for an Assessor’s Parcel of Undeveloped Property for which a Building Permit has been issued after January 1, 2021, and only if 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 thirty (30) days of receipt of such written notice, the CFD Administrator shall notify such owner of the Special Tax Prepayment Amount (defined below) for such Assessor’s Parcel. The CFD Administrator may charge such owner a reasonable fee for providing this service. If there are Outstanding Bonds, prepayment must be made not less than thirty (30) days prior to a date that notice of redemption of CFD No. 2021-01 Bonds from the proceeds of such prepayment may be given by the Trustee pursuant to the Indenture. The Special Tax B may not be prepaid. The following additional definitions apply to this Section H: “CFD Public Facilities Costs” means either $69,015,976 in 2021 dollars, which shall increase by the Construction Inflation Index on July 1, 2022, and on each July 1 thereafter, or such lower number as (i) shall be determined by the CFD Administrator in consultation with the Developer as sufficient to provide funding for the Authorized Facilities under the authorized bonding program for CFD No. 2021-01, or (ii) shall be determined by the CFD Administrator concurrently, after consultation with the Developer, with a covenant that it shall not issue any more CFD No. 2021-01 Bonds (except refunding bonds) to be supported by the Special Tax A levy under this Rate and Method of Apportionment. “Construction Inflation Index” means the annual percentage change in the Engineering News Record Building Cost Index for the City of San Francisco, measured as of the month of December in B-16 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 San Francisco. “Future Facilities Costs” means the CFD Public Facilities Costs minus (i) costs of Authorized Facilities previously paid from the Improvement Fund, (ii) monies currently on deposit in the Improvement Fund available to pay costs of Authorized Facilities, (iii) monies currently on deposit in an escrow fund established pursuant to the Indenture and expected to be available to fund Authorized Facilities, and (iv) the amount the CFD Administrator reasonably expects to derive from the reinvestment of these funds. “Improvement Fund” means a fund or account specifically identified in the Indenture to hold funds, including pay-as-you-go funds, which are currently available for expenditure to acquire or construct Authorized Facilities. “Previously Issued Bonds” means, for any Fiscal Year, all Outstanding Bonds that are outstanding under the Indenture after the first interest and/or principal payment date following the current Fiscal Year. H.1 Prepayment in Full The Special Tax A Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount Plus Redemption Premium Plus Future Facilities Amount Plus Defeasance Amount Plus Administrative Fees and Expenses Less Reserve Fund Credit Less Capitalized Interest Credit Equals Special Tax A Prepayment Amount As of the proposed date of prepayment, the Special Tax A Prepayment Amount shall be calculated according to the following paragraphs: 1. Confirm that no Special Tax A delinquencies apply to such Assessor’s Parcel. 2. For Assessor’s Parcels of Developed Property, compute the Assigned Special Tax A and Backup Special Tax A for the Assessor’s Parcel to be prepaid. For Assessor’s Parcels of Undeveloped Property for which a Building Permit has been issued after January 1, 2021, compute the Assigned Special Tax A and Backup Special Tax A for that Assessor’s Parcel as though it was already designated as Developed Property, based upon the Building Permit which has already been issued for such Assessor’s Parcel. 3. (a) Divide the Assigned Special Tax A computed pursuant to paragraph 2 by the total estimated Assigned Special Tax A levy for CFD No. 2021-01 based on the Assigned Special Tax A for Developed Property which could be levied, excluding any Assessor’s Parcels which have been prepaid. (b) Divide the Backup Special Tax A computed pursuant to paragraph 2 by the total estimated Backup Special Tax A for the entire CFD No. 2021-01, excluding any Assessor’s Parcels which have been prepaid. B-17 4. Multiply the larger quotient computed pursuant to paragraph 3(a) or 3(b) by the Previously Issued Bonds to compute the amount of Previously Issued Bonds to be redeemed (the “Bond Redemption Amount”). 5. Multiply the Bond Redemption Amount computed pursuant to paragraph 4 by the applicable redemption premium, if any, on the Previously Issued Bonds to be redeemed (the “Redemption Premium”). 6. Compute the current Future Facilities Costs. 7. Multiply the larger quotient computed pursuant to paragraph 3(a) or 3(b) 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 Previously Issued Bonds specified in the report of the Special Tax A Prepayment Amount. 9. Determine the Special Tax A levied on the Assessor’s Parcel in the current Fiscal Year which has not yet been paid. 10. Compute the minimum amount the CFD Administrator reasonably expects to derive from the reinvestment of the Special Tax A Prepayment Amount, less any interest earnings attributed to the Administrative Fees and Expenses (defined below) from the date of prepayment until the redemption date for the Previously Issued 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. The administrative fees and expenses of CFD No. 2021-01 are as calculated by the CFD Administrator and include the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming CFD No. 2021-01 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 (the “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 Previously Issued 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 Previously Issued 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. No Reserve Fund Credit shall be granted if the amount then on deposit in the reserve fund for the Previously Issued Bonds is below 100% of the reserve requirement (as defined in the Indenture). 14. If any Capitalized Interest for the Previously Issued Bonds will not have been expended as of the date immediately following the first interest and/or principal payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the larger quotient computed pursuant to paragraph 3(a) or B-18 3(b) by the expected balance in the capitalized interest fund or account under the Indenture after such first interest and/or principal payment date (the “Capitalized Interest Credit”). 15. The Special Tax A prepayment is equal to the sum of the amounts computed pursuant to paragraphs 4, 5, 7, 11, and 12, less the amounts computed pursuant to paragraphs 13 and 14 (the “Special Tax A Prepayment Amount”). H.2 Prepayment in Part 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: PP = (PE – A) x F + A. These terms have the following meaning: PP = The partial prepayment; PE = The Special Tax A 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; and A = The Administrative Fees and Expenses from Section H.1. 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. With respect to any Assessor’s Parcel that is partially prepaid, CFD Administrator shall (i) distribute the funds remitted to it according to Section H.3, and (ii) indicate in the records of CFD No. 2021-01 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. H.3 General Provisions Applicable to the Prepayment of Special Tax H.3.a Use of the Special Tax A Prepayment Amount The Special Tax A Prepayment Amount, less the Administrative Fees and Expenses calculated according to Sections H.1 and H.2 which shall be retained by CFD No. 2021-01, and less the Future Facilities Amount calculated according to Section H.1 which shall be deposited into the Improvement Fund, shall be deposited into specific funds established under the Indenture, to fully or partially redeem as many Outstanding Bonds as possible, and, if amounts are less than $5,000, to make debt service payments on the Outstanding Bonds (collectively designated as the “Bond Retirement Funds”). B-19 H.3.b Full Prepayment of Special Tax A Upon confirmation of the payment of the current Fiscal Year’s entire Special Tax A obligation, the CFD Administrator may remove the current Fiscal Year’s Special Tax A levy for such Assessor’s Parcel from the County tax rolls. With respect to any Assessor’s Parcel that is prepaid in accordance with Section H.1, the CFD Administrator shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of the Special Tax A and the release of the Special Tax A lien on such Assessor’s Parcel, and the obligation to pay the Special Tax A for such Assessor’s Parcel shall cease. H.3.c Debt Service Coverage Notwithstanding the foregoing, no prepayment of the Special Tax A shall be allowed unless the amount of Special Tax A that may be levied on Taxable Property within CFD No. 2021-01 in each future Fiscal Year (after excluding Taxable Public Property and Taxable Property Owner Association Property as set forth in Section E herein), after the proposed prepayment, is at least equal to the sum of (i) 1.10 times the debt service necessary to support the remaining Outstanding Bonds in each corresponding Fiscal Year, and (ii) the Administrative Expenses as defined in Section A herein. I TERM OF SPECIAL TAX Special Tax A shall be levied until the final series of CFD No. 2021-01 Bonds have matured, provided that the Special Tax A shall not be levied after Fiscal Year 2070-2071. The Special Taxes will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determined that all required interest and principal payments on the CFD No. 2021-01 Bonds have been paid and the City has covenanted that it will not issue any more CFD No. 2021-01 Bonds (other than refunding bonds) to be supported by Special Taxes levied under this Rate and Method of Apportionment as described in Section D. Special Tax B shall be levied in perpetuity. B-20 (i) Exhibit A (j) CERTIFICATE TO AMEND SPECIAL TAX (k) CFD 2021-01 TAX REDUCTION CERTIFICATE 1. Pursuant to Sections C and D of the Rate and Method of Apportionment, as attached to the Notice of Special Tax Lien, recorded in the Official Records of the County of San Mateo as Instrument No. XXXXXX on MM/DD/YYYY, the City of South San Francisco (the “City”) hereby reduces the Assigned Special Taxes for Developed Property within CFD No. 2021-01 set forth in Table 1 of the Rate and Method of Apportionment for CFD No. 2021-01. The information in Table 1 relating to the Assigned Special Tax A for Developed Property within CFD No. 2021-01 shall be amended and restated in full as follows: Table 1: Assigned Special Tax A for Developed Property CFD No. 2021-01 Fiscal Year 20XX-20XX Description Assigned Special Tax Developed Property $[ ] per square foot of Non-Residential Floor Area 2. The Backup Special Tax A on an Assessor’s Parcel of Developed Property, for a Plot of Land that includes one or more Airspace Parcels, shall equal $[ ] per Acre. The Backup Special Tax A for an Assessor’s Parcel on a Plot of Land with no Airspace Parcels, shall equal $[ ] per Acre. 3. Upon execution of the certificate by the City and CFD No. 2021-01, the City shall cause an amended notice of special tax lien for CFD No. 2021-01 to be recorded reflecting the modifications set forth herein. By execution hereof, the undersigned acknowledges, on behalf of the City and CFD No. 2021-01, receipt of this certificate and modification of the Rate and Method of Apportionment as set forth in this certificate. City of South San Francisco By: Date: