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Quint & Thimmig LLP Attorneys at Law $51,250,000 Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds www.qtllp.com
Quint & Thimmig LLP $51,250,000 TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH) 2006 SPECIAL TAX BONDS SCHEDULE OF TRANSCRIPT DOCUMENTS
A. CFD FORMATION AND ISSUANCE DOCUMENTS 1. List of Financing Participants. 2. Temecula Public Financing Authority (the "Authority") Resolution No. TPFA 04-02, entitled "A Resolution
of the Board of Directors of the Temecula Public Financing Authority Expressing Official Intent Regarding a Capital Expenditure to be Reimbursed From Proceeds of Tax-Exempt Obligations,"
adopted February 10, 2004. 3. Authority Resolution No. TPFA 04-03, entitled "A Resolution of the Board Of Directors of the Temecula Public Financing Authority Approving Amended and Restated
Deposit/Reimbursement Agreement -Roripaugh Ranch," adopted March 16, 2004. 4. Amended and Restated Deposit/Reimbursement Agreement, among the City of Temecula (the "City"), the Authority
for itself and on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) (the "CFD"), Ashby USA, LLC ("Ashby USA, LLC") and Galloway
220, LLC. 5. Landowner Acknowledgements and Waivers (5) of (a) Ashby USA, LLC, (b) Davison Builders Inc., (c) Griffin Communities, (d) Meeker Companies, Inc. and (e) Shea Homes Limited
Partnership, a California limited partnership. 6. Authority Resolution No. TPFA 04-08, entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring
Its Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Therein -Roripaugh Ranch 03-02," adopted August 24, 2004. 7. Proof of Publication
of Notice of Public Hearing in The Press-Enterprise, as required by Resolution No. TPFA 04-08. 8. Authority Resolution No. TPFA 04-09, entitled "A Resolution of the Board of Directors
of the Temecula Public Financing Authority Declaring Its Intention to Incur Bonded Indebtedness of the Proposed Temecula Public Financing Authority Community Facilities District No.
03-02 (Roripaugh Ranch)," adopted August 24, 2004. 9. Proof of Publication of Notice of Public Hearing in The Press-Enterprise, as required by Resolution No. TPFA 04-09.
10. Authority Resolution No. TPFA 04-10, entitled "A Resolution Of The Board Of Directors Of The Temecula Public Financing Authority Amending Resolution Nos. TPFA 04-08 and TPFA 04-09
to Allow for Financing of Additional Facilities and to Change Date of Public Hearing," adopted September 28, 2004. 11. Authority Resolution No. TPFA 04-11, entitled "A Resolution of
the Board of Directors of the Temecula Public Financing Authority Making Findings of Complexity of Proposed Community Facilities District No. 03-02 (Roripaugh Ranch)," adopted December
7, 2004. 12. Proof of Publication of Notice of Public Hearing by the Board of Director of the Authority, in The Press-Enterprise, as required by Resolution No. TPFA 04-11, together with
Proof of Publication of Notice of Public Hearing by the City Council of the City. 13. City of Temecula (the "City") Resolution No. 05-05, entitled "A Resolution of the City Council of
the City of Temecula Making Findings With Respect to and Approving the Issuance of Bonds by the Temecula Public Financing Authority -Roripaugh Ranch 03-02," adopted January 11, 2005.
14. City Resolution No. 05-06, entitled "A Resolution of the City Council of the City of Temecula Approving Joint Community Facilities Agreements Relating to the Financing of Public
Improvements and Implementation of Acquisition Agreement, and Approving Maintenance Agreement for Long Valley Wash Recreational Trails -Roripaugh Ranch," adopted January 11, 2005, together
with Certificate of City Clerk. 15. Temecula Community Services District ("CSD") Resolution No. CSD 05-01, entitled "A Resolution of the Board of Directors of the Temecula Community
Services District Approving Joint Community Facilities Agreement Relating to the Financing of Public Improvements -Roripaugh Ranch," adopted January 11, 2005. 16. Community Facilities
District Report, dated January 5, 2005. 17. Authority Resolution No. TPFA 05-01, entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority of Formation
of Temecula Public Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch), Authorizing the Levy of a Special Tax Within the District, Preliminarily Establishing
an Appropriations Limit for the District and Submitting Levy of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors of the District," adopted
January 11, 2005. 18. Authority Resolution No. TPFA 05-02, entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Determining the Necessity to Incur
Bonded Indebtedness Within Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) and Submitting Proposition to the Qualified Electors of the District,"
adopted January 11, 2005. 19. Proof of Publication of Resolution No. 05-02 in The Californian, as required by Resolution No. TPFA 05-02. 20. Authority Resolution No. TPFA 05-03, entitled
"A Resolution of the Board Of Directors of the Temecula Public Financing Authority Calling Special Elect
ionWithin Community Facilities District No. 03-02 (Roripaugh Ranch)," adopted January 11, 2005. 21. Proof of Publication of Resolution No. 05-03 in The Californian, as required by Resolution
No. TPFA 05-03. 22. Official Ballot/Special Tax Election on January 11, 2005, including a copy of the sole Official Ballot cast in the election. 23. Authority Resolution No. TPFA 05-04,
entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Results of Special Election, and Directing Recording of Notice of Special Tax Lien
-Roripaugh Ranch 03-02," adopted January 11, 2005, together with Canvass and Statement of Result of Election held on January 11, 2005. 24. Notice of Special Tax Lien, (recorded in the
Riverside County Recorder's Office on January 14, 2005, as instrument number 2005-0039138), together with First Amendment to Notice of Special Tax Lien, (recorded in the Riverside County
Recorder's Office on March 10, 2006, as instrument number 2006-0174544. 25. Authority Ordinance No. TPFA 05-01, entitled "An Ordinance of the Temecula Public Financing Authority Levying
Special Taxes Within Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch)," introduced by the members of the Authority on January 11, 2005 and
adopted on January 25, 2005, together with Certificate Regarding Ordinance. 26. Proof of Publication of Ordinance No. 05-01 in The Californian, as required by Ordinance No. TPFA 05-01.
27. Authority Resolution No. TPFA 06-01, entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Authorizing the Issuance of Special Tax Bonds of
the Temecula Public Financing Authority for its Community Facilities District No. 03-02 (Roripaugh Ranch), Approving and Directing the Execution of a Fiscal Agent Agreement and Approving
Other Related Documents And Actions," adopted February 28, 2006 (the "Authorizing Resolution"). 28. Acknowledgment No. 2006-0129 of Receipt of Report of Proposed Debt Issuance from California
Debt and Investment Advisory Commission ("CDIAC"), together with Report. 29. Preliminary Official Statement, dated March 27, 2006. 30. Assessment Lien Discharge Escrow Agreement, dated
March 23, 2006, by and between the Authority and Ashby USA, LLC, together with a copy of an email of the Fiscal Agent (as defined below), acknowledging transfer of funds to the County
of Riverside Assessment District No. 161 Prepayment Fund. 31. Bond Purchase Agreement, dated April 13, 2006 (the "Purchase Agreement"), between the Authority and Stone & Youngberg LLC,
as underwriter (the "Underwriter"). 32. Fiscal Agent Agreement, dated as of March 1, 2006 (the "Fiscal Agent Agreement"), by and between the Authority and U.S. Bank National Association,
as fiscal agent (the "Fiscal Agent").
33. Specimen Irrevocable Standby Letter of Credit, dated April 5, 2006 (the "Letter of Credit"), issued by Ohio Saving Bank. 34. Confirmation (the "Confirmation") of Citibank, N.A. regarding
the Letter of Credit. 35. Acquisition Agreement, dated as of March 1, 2006, by and between the Authority and Ashby USA, LLC, together with Irrevocable Instructions of Ashby USA, LLC
to the City and the Authority. 36. Continuing Disclosure Agreement of the Authority, dated as of March 1, 2006, by and between the Authority and U.S. Bank National Association, as dissemination
agent. 37. Developer Continuing Disclosure Agreement, dated as of March 1, 2006, by and between Ashby USA, LLC and the Fiscal Agent and Dissemination Agent, pursuant to Section 3(d)(18)
of the Purchase Agreement. 38. Developer Continuing Disclosure Agreement, dated as of March 1, 2006, by and among Tanamera/Roripaugh Entities and the Fiscal Agent and Dissemination Agent,
pursuant to Section 3(d)(18) of the Purchase Agreement 39. Official Statement, dated April 13, 2006. 40. Joint Community Facilities Agreement (Flood Control Improvements), dated as of
November 1, 2004, among the Riverside County Flood Control and Water Conversation District, the County of Riverside (the "County"), the City, the Authority and Ashby USA, LLC. 41. Joint
Community Facilities Agreement (Street Improvements), dated as of November 1, 2004, among the County, the City, the Authority and Ashby USA, LLC. 42. Joint Community Facilities Agreement
-City, dated as of January 1, 2005, between the Authority and the City. 43. Joint Community Facilities Agreement, dated as of January 1, 2005, among the Authority, Ashby USA, LLC and
the Eastern Municipal Water District ("EMWD"). 44. Joint Community Facilities Agreement -TCSD, dated as of January 1, 2005, between the Authority and the CSD. 45. Certificate of Mailing
Report of Final Sale to CDIAC, together with Report. B. AUTHORITY DOCUMENTS 1. Initial Notice as to Joint Powers Agreement, together with Statement of Facts Roster Filing, as filed with
and certified by the California Secretary of State. 2. Certificate Regarding Effectiveness of Joint Exercise of Powers Agreement, together with Joint Exercise of Powers Agreement, dated
April 10, 2001, between -4-
the City and the Redevelopment Agency of the City of Temecula, together with Bylaws of the Authority. 3. Incumbency and Signature Certificate. 4. Certificate as to Arbitrage. 5. Officer's
Certificate, pursuant to Section 3(d)(12) of the Purchase Agreement. 6. Certificate of Authority Secretary. 7. Rule 15c2-12 Certificate of the Authority, pursuant to Section 4 of the
Authorizing Resolution. 8. Request of the Authority to Fiscal Agent to authenticate and deliver Bonds to the Underwriter, pursuant to Section 8 of the Authorizing Resolution. 9. Certificate
Regarding Use of Proceeds. 10. Treasurer's Receipt of Proceeds. 11. Requisition No. 1 from City Account and Requisition No. 1 from the Acquisiton Account, together with the form(s) of
Requisition for Disbursement from the following accounts: (a) City Account of the Improvement Fund, (b) Acquisition Account of the Improvement Fund, (c) EMWD Account of the Improvement
Fund, and (d) Public Works Administration Account of the Improvement Fund, pursuant to Section 4.02(B) of the Fiscal Agent Agreement. 12. Requisition No. 1 for Disbursement from Costs
of Issuance Fund, pursuant to Section 4.03(B) of the Fiscal Agent Agreement. 13. Officer's Certificate Regarding Investments, as acknowledged by the Fiscal Agent, pursuant to Section
6.01 of the Fiscal Agent Agreement. 14. Certificate of Mailing Information Return for Tax-Exempt Governmental Obligations, Form 8038-G, to the Internal Revenue Service, together with
Form 8038-G. 15. Opinion of McFarlin & Anderson LLP, as Disclosure Counsel, pursuant to Section 3(d)(10) of the Purchase Agreement. 16. Opinion of Richards, Watson & Gershon, as Authority
Counsel, pursuant to Section 3(d)(ll) of the Purchase Agreement. C. DEVELOPER DOCUMENTS 1. Certificate of Status -Ashby, issued by the California Secretary of State and from the California
Franchise Tax Board, pursuant to Section 3(d)(17) of the Purchase Agreement. 2. Rule 15c2-12 Certificates of Ashby USA, LLC and the Merchant Builders (as defined in the Official Statement),
respectively, together with closing certificates dated April 27, 2006, pursuant to Section 3(d)(16) of the Purchase Agreement.
3. Certificate of Lenders regarding consent to the imposition of special tax, pursuant to Section 3(d)(20) of the Bond Purchase Agreement. 4. Opinion of Pillsbury Winthrop Shaw Pittman
LLP, as Counsel to Ashby USA, LLC, pursuant to Section 3(d)(19) of the Bond Purchase Agreement, and in the form attached as Exhibit C-l thereto. 5 . Opinion of Pillsbury Winthrop Shaw
Pittman LLP, as Counsel to Tanamera/Roripaugh Entities, pursuant to Section 3(d)(19) of the Bond Purchase Agreement, and in the form attached as Exhibit C-2 thereto. 6. Assignment and
Agreement, dated as of April 20, 2006, between Ashby USA, LLC and Ohio Savings Bank. D. FISCAL AGENT DOCUMENTS 1. Authentication and Incumbency Certificate, together with general signing
resolution 2. Certificate of Fiscal Agent, pursuant to Section 3(d)(15) of the Purchase Agreement. 3. Fiscal Agent's Receipt of Proceeds. 4. Opinion of Dorsey & Whitney LLP, as Counsel
to the Fiscal Agent and Dissemination Agent, pursuant to Section 3(d)(14) of the Purchase Agreement. E. UNDERWRITER AND CONSULTANTS DOCUMENTS 1. Certificate of Underwriter, pertaining
to the reoffering price of the Bonds to the public and the establishment of reserve fund. 2. Underwriter's Receipt for Bonds. 3. Specimen Bonds. 4. Certificate of David Taussig & Associates,
Special Tax Consultant, pursuant to Section 3(d)(21) of the Purchase Agreement. 5. Certificate of Canty Engineering Group, Inc., pursuant to Section 3(d)(22) of the Purchase Agreement.
6. Certificate of Stephen G. White, MAI, together with Appraisal Report of Stephen G. White, MAI, as appraiser, pursuant to Section 3(d)(23) of the Purchase Agreement. 7. Certificate
of Empire Economics, Inc., Market Absorption Consultant, pursuant to Section 3(d)(24) of the Purchase Agreement, and attached as Exhibit G thereto. 8. Opinion of Counsel to Citigroup
regarding the Confirmation.
F. BOND COUNSEL DOCUMENTS 1. Final Approving Legal Opinion of Quint & Thimmig LLP. 2. Supplemental Opinion of Quint & Thimmig LLP, pursuant to Section 3(d)(9) of the Purchase Agreement.
3. Reliance Letter to the Underwriter Regarding Final Approving Legal Opinion of Quint & Thimmig LLP, pursuant to Section 3(d)(8) of the Purchase Agreement. 4. Reliance Letter to the
Fiscal Agent Regarding Final Approving Legal Opinion of Quint & Thimmig LLP. -7-