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HomeMy WebLinkAbout021103 CC AgendaIn compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (909) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title Il] (AMENDED) AGENDA TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 43200 BUSINESS PARK DRIVE FEBRUARY 1~1, 2003- 7:00 P.M. At approximately 9:45 P.M., the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 11:00 P.M. and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 11:00 P.M. 5:30 P.M. - Closed Session of the City Council and Redevelopment Agency pursuant to Government Code Sections: 1. Conference with City Attorney and legal counsel pursuant to Government Code Section 54956.9(a) with respect to one matter of existing litigation involving the City. The following case will be discussed: City of Temecula v. County of Riverside (Domenigoni-Barton). 2. Conference with City Attorney and legal counsel pursuant to Government Code Section 54956.8 regarding real property acquisition for property located at the 28690 Mercedes Street (APN 922-042-004 and -005). The negotiating parties are the City of Temecula Redevelopment Agency and Pac West Group, Inc./Theater Foundation. Under negotiation are the price and terms of payment of the real property interests. The Agency negotiators are Shawn Nelson, James O'Grady and John Meyer. 3. Conference with City Attorney and legal counsel pursuant to Government Code Section 54956.9(b)(1) with respect to three matters of potential litigation. With respect to such matters, the City Attorney has determined that a point has been reached where there is a significant exposure to litigation involving the City based on existing facts and circumstances and the City will decide whether to initiate litigation. Public Information concerning existing litigation between the City and various parties may be acquired by reviewing the public documents held by the City Clerk. CALL TO ORDER: Prelude Music: Invocation Flag Salute: R:~Agenda\021103 Mayor Jeff Stone Andrea Grangruth Boy Scout Troop No. 148 1 Next in Order: Ordinance: No. 2003-04 Resolution: No. 2003-13 ROLL CALL: Comerchero, Naggar, Pratt, Roberts, Stone PRESENTATIONS/PROCLAMATIONS Certificate of Achievement to Bradley Foster for attaininq his EaRle Scout rank Community Action Patrol Video Presentation PUBLIC COMMENTS A total of 30 minutes is provided so members of the public may address the Council on items that appear within the Consent Calendar or ones that are not listed on the agenda. Speakers are limited to two (2) minutes each. If you desire to speak to the Council on an item which is listed on the Consent Calendar or a matter no~t listed on the agenda, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all Public Hearing or Council Business matters on the agenda, a "Request to Speak" form must be filed with the City Clerk prior to the Council addressing that item. There is a five (5) minute time limit for individual speakers. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten (10) minutes will be devoted to these reports. 2 CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the City Council request specific items be removed from the Consent Calendar for separate action. Standard Ordinance and Resolution Adoption Procedure RECQMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. Resolution Approvinq List of Demands RECOMMENDATION: 2.1 Adopt a resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A R:~Agenda\021103 2 3 City Treasurer's Report RECOMMENDATION: 3.1 Receive and file the City Treasurer's Report as of December 31,2002. 4 Award of Contract for Critical Data Center Environmental Control Update RECOMMENDATION: 4.1 Award a contract to Rizzo Construction, Inc. to expand the City Hall Data Center into the Public Works Conference Room in an amount of $24,923.00 with a 10% contingency not to exceed $2,492.00; 4.2 Award a contract to Diversified Protection Systems, Inc. (DPSI) for procurement and installation of two Liebert Air Conditioning (A/C) systems and condensers in an amount of $63,754.00 with a 10% contingency not exceed $6,375.00 and for the expansion of the Inergen Fire Suppression system in an amount of $11,985.00 with a contingency not to exceed $1,199.00; 4.3 Approve an operating transfer of $110,800.00 from General Fund undesignated reserves to the Capital projects fund and appropriate the funds to the City Hall modification project. 5 Records Destruction Approval RECOMMENDATION: 5.1 Approve the scheduled destruction of certain City records in accordance with the City of Temecula approved Records Retention Policy. 6 Proposal to continue Staffinq Services RECOMMENDATION: 6.1 Approve the contract for staffing services through Employment Systems, Inc. (ESI). 7 Amendment No. 1 to the License Aqreement with S.A.F.E. RECOMMENDATION: 7.1 Approve Amendment No. 1 to the License Agreement between the City of Temecula and S.A.F.E. for use of office space at the Temecula Community Center in the amount of $1.00. R:~Agenda\021103 3 9 10 11 12 Amendment to the Contract to Update the City General Plan RECOMMENDATION: 8.1 Approve Amendment No. 2 in the amount of $15,000 and authorize the City Manager to sign the amendment to the contract with Cotton Bridges Associates; 8.2 Approve an appropriation in the amount of $15,000 from the General Fund undesignated reserve. Parcel Map No. 30177 (located southwest of State Route 79 South and Mahlon Vail Road) RECOMMENDATION: 9.1 Approve Parcel Map No. 30177 in conformance with the conditions of approval. Parcel Map No. 30107 (located east of Ynez Road, south of Overland Drive, west of Marqarita Road, and north of Solana Way) RECOMMENDATION: 10.1 Approve Parcel Map No. 30107 in conformance with the conditions of approval. Acceptance of an Irrevocable Offer of Dedication of Grant of Storm Drain Easement within Lots 133 and 134 of Tract Map No. 23143-9 in the Crowne Hill Subdivision RECOMMENDATION: 11.1 Adopt a resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING AN IRREVOCABLE OFFER OF DEDICATION OF GRANT OF STORM DRAIN EASEMENT WITHIN LOTS 133 AND 134 OF TRACT MAP NO. 23143-9 Crowne Hill Storm Drain Infrastructure - Tract No. 23143 - Cooperative Aqreement RECOMMENDATION: 12.1 Approve the Crown Hill Tract No. 23143- Royal Crest Place Storm Drain Infrastructure Cooperative Agreement with the Riverside County Flood Control and Water Conservation District, the City of Temecula, and Temecuia Valley, LLC, a Delaware Corporation; 12.2 Authorize the execution of such agreement in its final form by the Mayor, City Attorney, and City Clerk. R:~Agend~021103 4 13 Amendment No. 1 to Annual Citywide Routine Maintenance Contract RECOMMENDATION: 13.1 Approve Amendment No. 1 to the Annual Citywide Routine Maintenance Contract with Walter K. Becker (dba Becker Engineering) for an amount of $100,000.00 and authorize the Mayor to execute the amendment. 14 Amendment No. 1 to Annual Citywide Routine Maintenance Contract RECOMMENDATION: 14.1 Approve Amendment No. 1 to the Annual Citywide Routine Maintenance Contract with Imperial Paving Company, Inc. for an amount of $100,000.00 and authorize the Mayor to execute the amendment. 15 Quitclaim of Drainaqe Easement located on Calle Fuente RECOMMENDATION: 15.1 Adopt a resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING THE QUITCLAIM OF A PUBLIC DRAINAGE EASEMENT TO THE UNDERLYING FEE OWNERS OF RESIDENTIAL LOT 2, LOCATED WITHIN TRACT MAP NO. 21821 (30980 CALLE FUENTE) 15.2 Authorize the City Clerk to record the quitclaim deed. 16 Cabrillo Avenue/John Warner Storm Drain Contribution RECOMMENDATION: 16.1 Approve a City contribution of $65,000.00 contingent upon the formation of an Assessment District toward the construction of necessary storm drain improvements at the intersection of Cabrillo Avenue and John Warner Road. 17 Allocation of additional funds for Mercantile Seismic Retrofit - Proiect No. PW01-20 RECOMMENDATION: 17.1 Approve the transfer and appropriation of $158,600.00 from the RDA Old Town District Parking Lot to the Mercantile Seismic Retrofit Project; 17.2 Authorize the City Manager to approve the contract change orders with 2H Construction for an amount of $80,400.00 above the previously approved 15% contingency for the Mercantile Seismic Retrofit - Project No. PW01-20 R:'~Agenda\021103 5 RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT AND THE CITY OF TEMECULA REDEVELOPMENT AGENCY R:~Agenda\021103 6 TEMECULA COMMUNITY SERVICES DISTRICT MEETING CALL TO ORDER: ROLL CALL: PUBLIC COMMENTS President Jeff Comerchero Next in Order: Ordinance: No. CSD 2003-01 Resolution: No. CSD 2003-04 DIRECTORS: Naggar, Pratt, Roberts, Stone, Comerchero A total of 15 minutes is provided so members of the public may address the Board of Directors on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item no~t on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items, a "Request to Speak" form must be filed with the City Clerk Prior to the Board of Directors addressing that item. There is a five (5) minute time limit for individual speakers. Anyone wishing to address the Board of Directors should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state your name and address for the record. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of January 28, 2003. 2 Naminq Policy for Parks and Recreation Facilities RECOMMENDATION: 2.1 Approve the recommendation of the Community Services Commission to maintain the naming policy for parks and recreation facilities s currently written; 2.2 Direct the Community Services Department to initiate a community-wide campaign requesting park names for future park sites in the City. DIRECTOR OF COMMUNITY SERVICES REPORT GENERAL MANAGER'S REPORT R:~Agenda\021103 7 BOARD OF DIRECTORS' REPORTS ADJOURNMENT Next regular meeting: Tuesday, February 25, 2003, 7:00 PM, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:~Agenda\021103 8 TEMECULA REDEVELOPMENT AGENCY MEETING Next in Order: Ordinance: No. RDA 2003-01 Resolution: No. RDA 2003-02 CALL TO ORDER: Chairperson Ron Roberts ROLL CALL AGENCY MEMBERS: Comerchero, Naggar, Pratt, Stone, Roberts PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Redevelopment Agency on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item no__t on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items, a "Request to Speak" form must be filed with the City Clerk Prior to the Board of Directors addressing that item. There is a five (5) minute time limit for individual speakers. Anyone wishing to address the Board of Directors should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state your name and address for the record. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of January 28, 2003. JOINT CITY COUNCIL/REDEVELOPMENT AGENCY PUBLIC HEARING Any person may submit written comments to the City Council/Redevelopment Agency before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s) at the time of hearing. If you challenge any of the projects in courts, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City clerk at, or prior to, the public hearing. R:~Agenda\021103 9 2 Loan Aqreement for the Rehabilitation of Rancho Meadows Condominiums 3 RECOMMENDATION: 2.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A HOUSING REHABILITATION LOAN FOR THE RANCHO MEADOWS HOUSING PROJECT AND RELATED DOCUMENTS 2.2 That the Temecula Redevelopment Agency adopt a resolution entitled: RESOLUTION NO. RDA 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY APPROVING A HOUSING REHABILITATION LOAN FOR THE RANCHO MEADOWS HOUSING PROJECT AND RELATED DOCUMENTS Affirmed Housinq Sixth Street Homeownership Project RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND AFFIRMED HOUSING PARTNERS - TEMECULA, LLC (SIXTH STREET HOUSING PROJECT) 3.2 That the Redevelopment Agency Board adopt a resolution entitled: RESOLUTION NO. RDA 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND AFFIRMED HOUSING PARTNERS - TEMECULA, LLC (SIXTH STREET HOUSING PROJECT) R:~Agenda\021103 10 4 Habitat for Humanity of the Inland Valleys, Inc. Housinq Project RECOMMENDATION: 4.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 03-.__ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND HABITAT FOR HUMANITY 4.2 That the Temecula Redevelopment Agency adopt a resolution entitled: RESOLUTION NO. RDA 03-__ A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BE'I'WEEN THE AGENCY AND HABITAT FOR HUMANITY EXECUTIVE DIRECTOR'S REPORT AGENCY MEMBERS' REPORTS ADJOURNMENT Next regular meeting: Tuesday, February 25, 2003, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:~Agenda\021103 11 RECONVENE THE CITY COUNCIL MEETING CITY MANAGER'S REPORT CITY A'I-I'ORNEY'S REPORT ADJOURNMENT Next regular meeting: City Council, Tuesday, February 25, 2003, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. R:~Agenda\021103 12 PROCLAMATIONS AND PRESENTATIONS ITEM 1 ITEM 2 RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the Office of the City Clerk, have been audited by the City Manager, and that the same are hereby allowed in the amount of $1,926,656.95. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED AND ADOPTED, this 11th day of February, 2003. ATTEST: Jeffrey E. Stone, Mayor Susan W. Jones, CMC City Clerk [SEAL] R:/Resos2003/Resos 03- 1 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE) ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, hereby do certify that the foregoing Resolution No. 03- was duly adopted at a regular meeting of the City Council of the City of Temecula on the 11th day of February, 2003 by the following roll call vote: AYES: NOES: ABSENT: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:/Resos2003/Resos 03- 2 CITY OF TEMECULA LIST OF DEMANDS 01/23/03 TOTAL CHECK RUN: 01/31/03 TOTAL CHECK RUN: 01/30/03 TOTAL PAYROLL RUN: TOT/~. LIST OF DEM/~NDS FOR 02/11/03 COUNCIL MEETING: DISBURSEMENTS BY FUND: CHECKS: 001 GENERAL FUND 165 RDA DEV-LOW/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TCSD SERVICE LEVEL D 210 CAPITAL IMPROVEMENT PROJ. FUND 261 CFD 88-12 ADMIN EXPENSE FUND 280 REDEVELOPMENT AC ENCY-CIP 300 INSURANCE FUND 310 VEHICLES FUND 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 34o FACILITIES 380 RDA- DEBT SERVICE 471 CFD 98-1 AOMIN EXP 617,608.45 10,441.34 43,459.39 24.87 5,551.09 304.65 102,135.83 746.67 10,800.55 68,862.64 53,739.54 9,304.40 4,202.55 693,582.72 3,450.00 409,240.20 ,226,261.47 291,155.28 $ 1 r926,656.95 100 GENERAL FUND 165 RDA-LOW/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TOSD SERVICE LEVEL D 280 REDEVELOPMENT AG ENCY-ClP 3oo INSURANCE FUND 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES TOTAl. BY FUND: iPREPA~R'~IALIST SHAWN NELSON, CITY MANAGER 210,795.36 5,159.83 115.90 4,629.49 748.24 2,029.98 1,022.96 10,975.16 2,177.99 5,280.46 291,155.28 $ 1,926,656.95 HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. apChkLst Final Check List Page: 1 01/23/2003 10:03:58AM City of Temecula Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 79 01/21/2003 000283 INSTATAX (IRS) 81917 01/23/2003 004973 ABACHERLI, LINDI 81918 01/23/2003 004446 AMERICAN SOCIETY OF CIVIL Descri~ion AmountPaid Employees fed pr taxes TCSD instructor earnings Membership:Steve Beswick 14.96 336.76 210.00 7,726.92 81919 01/23/2003 002187 ANIMAL FRIENDS OF THE VALL Dec 2002 Animal control services 81920 01/23/2003 000101 APPLE ONE, INC. 81921 01/23/2003 Acosta temp help PPE 01/04/03 Kau temp help PPE 12/21/02 Kau temp help PPE 12/14/02 Delarm temp help PPE 12/28/02 Kau temp help PPE 12/28/02 Kau temp help PPE 01/04/03 Kissam temp help PPE 01/04/03 Kau temp help PPE 12/07/02 Credit:Ovmhrged OT for Kau 002648 AUTO CLUB OF SOUTHERN CA Membership:Mike Hudson 18594333 827.40 799.50 520.00 507.15 396.50 364.00 312.00 273.00 -289.58 44.00 81922 01/23/2003 004801 BECKER & BELL INC Employees classification reviews 2,110.72 10,135.00 20.00 416.41 3,175.24 81923 01/23/2003 002541 BECKER CONSTRUCTION SRV R&R under-sidewalk drain:Citywide 81924 01/23/2003 005879 BENAVIDES, DANIELLIE Refund: CPR &Fimt Aid Training 81925 01/23/2003 003455 BROADCAST MUSIC INC Music License agrmnt:OId Town 81926 01/23/2003 004081 BUSINESS FURNITURE GROUP Fumituredeposit for Financedept 81927 01/23/2003 004621 C-181NC 81928 01/23/2003 001054 CALIF BUILDING OFFICIALS Citywide Street Striping Program Retention:street restripe pdt Inv 427 Retention:street restripe prjt Inv 453 Retention:street restripe plit Inv 350 Membership dues: Anthony Elmo 7,788.53 -647.63 -778.85 -2,418.59 25.00 81929 01/23/2003 000638 CALIF DEPT OF CONSERVATiO 2002 Qtdy pmt for strong motion 4,671.03 Check Total 14.96 336.76 210.00 7,726.92 3,709.97 44.00 21110.72 10,135.00 20.00 416.41 3,175.24 3,943.46 25.00 4,671.03 Page:l apChkLst 01/23/2003 10:03:58AM Bank: union UNION BANK OF CALIFORNIA Check# Date 81930 01/23/2003 81931 01/28/2003 81932 01/23/2003 81933 01/23/2003 81934 81935 81936 01/23/2003 81937 01/23/2003 81938 01/23/2003 81939 01/23/2003 81940 01/23/2003 Final Check List City of Temecula (Continued) Vendor Description 000413 CALIF DEPT OF FISH & GAME Lake/Streambed Alteration Prmt:PW9~c 004248 CALIFDEPTOFJUSTICE/ACCT Fingerprints info for new ee recruitmen 000488 CALIF MUNI REVENUE & TAX A Membership:City's Bus. license 001183 CALIFREGIONALWATERQUAL WatarQualityPe~rnit:PalaRd 01/23/2003 001810 CALTRANS 5 sets of Plans & Specifications books 01/23/2003 000131 CARL WARREN & COMPANY I Claim adjuster services Amount Paid 1,390.50 84.00 50.00 2,250.00 190,00 541.21 24,918.48 2,602.28 375.00 135.00 1,703.66 450.00 200.00 1,700.00 002405 COMPUTER PROTECTION TEC Install Uninterruptible Pwr Supply 000447 COMTRONIX OF HEMET MS 84-headset sys for Fire Dept 003739 COTTON BRIDGES ASSOCIATE Consultant update housing Element 002631 COUNTS UNLIMITED INC Citywide Traffic Count Data Collection 003272 DAISY WHEEL RIBBON COMPAt Plotter paper and ink:GIS 81941 01/23/2003 81942 01/23/2003 81943 01/23/2003 81944 01/23/2003 81945 01/23/2003 004569 DAVID TAUSSIG & ASSOCIATE 003625 DAVIS, JOHN 003006 DEWITT CUSTOM PAINTING 001669 DUNN EDWARDS CORPORATI 001380 E S I EMPLOYMENT SERVICES Special tax consultant:Butterfield TCSD instructor earnings RES IMP PRGM: ALEXANDER, GEN Supplies for graffiti removal Supplies for graffiti removal Bragg temp help PPE 01/10/03 Hansen temp help PPE 12/27/02 Rosales temp help PPE 01/10/03 Rosa temp help PPE 01/10/03 Montecino temp help PPE 01/10/03 Martinez temp help PPE 01/10/03 Cammarota tamp help PPE 01/10/03 Kanigowski temp help PPE 01/10/03 100.97 78.88 3,462.08 2,219.28 1,747.50 1,183.00 1,109.60 1,065.36 1,039.30 705.20 Page: 2 Check Total 1,390.50 84.00 50.00 2,250.00 190.00 541.21 24,918.48 2,602.28 375.00 135.00 1,703.66 450.00 200.00 1,700.00 179.85 12,531.32 Page2 apChkLst 01/23/2003 10:03:58AM Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 81946 01/23/2003 005878 EDELSTEIN, MARGOLIS 81947 01/23/2003 81948 01/23/2003 81949 01/23/2003 81950 01/23/2003 81951 01/23/2003 81952 01/23/2003 81953 01/23/2003 81954 01/23/2003 81955 01/23/2003 81956 01/23/2003 005880 EDGE DEVELOPMENT INC. 005052 EMCOR SERVICE 003665 EMERITUS COMMUNICATIONS 003171 EMPIRE ECONOMICS LLC 000164 ESGIL CORPORATION 002037 EXPANETS 000165 FEDERAL EXPRESS INC 81957 01/23/2003 81958 01/23/2003 81959 01/23/2003 81960 01/23/2003 81961 01/23/2003 005883 GOODWIN, WILLIAM 81962 01/23/2003 005882 GRIECO, SHEILA Final Check List City of Temecula (Continued) Description Amount Paid Settlement per agreement Refund: Ovrtime depst not used H.V.A.C. repair @ City Hall H.V.A.C. repair @ City Hall Dec 02 long distance phone Mrkt Absorption Analysis:Butterffeld Dec '02 plan check svcs Relocate phones for new offices Express mail services 001511 FIELDMANROLAPP&ASSOCIA FINANCIALADVISOR:CROWNHILL( FINANCIAL ADVISOR:WOLF CRK CF Financial Advisor:Butterfield CFD 000166 FIRSTAMERICAN TITLE COMP,a Lot book reports: Christensen Lot book report: Sotomayer Lot book report: Martinez 003347 FIRST BANKCARD CENTER xx-2576:Nelson:Sister City/Cf xx-5288:Jones:Staff Tmg/Ofc Supply xx-3083:Naggar:Conf/Hotel Reserv. xx-6702:Meyer:RDA Pmf Mtgs oo4239 FISHER MERRIMAN SEHGAL Y.~ ARCHITECTUAL DESIGN:OLD TOW 000795 FRED PRYOR SEMINARS/CARE Communication skills:Simpkins:2~5 004944 FULLCOURT PRESS Yr 2003 Pocket Calendars:CC 000177 GLENNIES OFFICE PRODUCTS OfficeSupplies:TCSD Office Supplies: Planning Refund:Cites 2150,2017,2233,2016 Refund: Kitchen Survival 377.00 1,000.00 195.00 146.25 721.98 11,500.00 17,386.66 254.69 67.01 4,399.55 3,039.60 667.50 150.00 150.00 150.00 1,994.03 1,017.38 379.34 84.62 3,838.60 79.00 161.84 1,990.52 959.83 500.00 12.00 Page: 3 Check Total 377.00 1,000.00 341.25 721.98 11,500.00 17,386.66 254.69 67.01 8,106.65 450.00 3,475.57 3,838.60 79.00 161.84 2,950.35 500.00 12.00 Page3 apChkLst 01/23/2003 10:03:58AM Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 81963 01/23/2003 004053 HABITAT WEST INC 81964 01/23/2003 002906 HEMET FENCE COMPANY 81965 01/23/2003 002997 HIGH TECH IRRIGATION INC 81966 01/23/2003 81967 01/23/2003 81968 01/23/2003 81969 01/23/2003 81970 01/23/2003 81971 01/23/2003 81972 01/23/2003 81973 01/23/2003 81974 01/23/2003 81975 01/23/2003 81976 01/23/2003 81977 01/23/2003 81978 01/23/2003 81979 01/23/2003 Final Check List City of Temecula (Continued) Description Habitat creation svcs:Pala Bridge Prjt Res Ircp Prgm: Sell, Marcy Parts for Duck Pond purcp 001517 INTEGRATED INSIGHTS DBA: H Jan Ercployee Assistance Program 001407 INTER VALLEY POOL SUPPLY I Pool sanitizing chemicals 002140 JAGUAR COMPUTER SYSTEMS Network equipment rcntc/repairs 001667 KELLY TEMPORARY SERVICES Francis temp help PPE 12/22/02 Francis temp help PPE 01/05/03 Francis temp help PPE 12/29/02 001091 KEYSERMARSTONASSOCIAT Consu]ltingsvcs:educationfacility 000206 KINKOS INC Stationery paper/misc supplies 004905 LIEBERT, CASBIDY & WHITMOR Dec legal svcs for HR Dec legal svcs for HR 003782 MAIN STREET SIGNS hardware/signs for PW Maint 004141 MAINTEX INC City Hall Custodial Supplies Sr Center Custodial Supplies C.R.C Custodial Supplies 001967 MANPOWER TEMPORARY SER temp help w/e 12/29 Dankworth tercp help w/e 12/8 J.D./K.W. Page: 4 Amount Paid Check Total 001924 MAXIMUS INC Nov/Dec DIF study svcs 000973 MIRACLE RECREATION EQUIP var parks/playground equip 004534 MOBILE SATELLITE VENTURES emerg satellite phone svcs 004586 MOORE FENCE COMPANY replace/paint gate @ CRC pool 700.00 700.00 2,800.00 2,800.00 990.04 990.04 618.45 618.45 120.79 120.79 593.60 593.60 1,080.00 729.00 600.75 2,409.75 2,305.00 2,305.00 107.53 107.53 2,055.00 501.50 2,556.50 1,183.90 1,183.90 240.53 198.31 139.99 578.83 581.79 536.32 1,118.11 17,561.43 17,561.43 512.24 512.24 69.00 69.00 600.00 600.00 Page~ apChkLst Final Check List Page: 5 01/23/2003 10:02:34AM City of Temecula Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 81980 01/23/2003 81981 01/23/2003 81982 01/23/2003 81983 01/23/2003 81984 01/23/2003 81985 01/23/2003 81986 01/23/2003 81987 01/23/2003 81988 01/23/2003 81989 01/23/2003 81990 01/23/2003 81991 01/23/2003 81992 01/23/2003 81993 01/23/2003 81994 01/23/2003 81995 01/23/2003 81996 01/23/2003 002925 NAPA AUTO PARTS 002139 NORTH COUNTY TIMES- A~rN: 004191 NORTH COUNTY TIMES-PMT P (Continued) Description parts/supplies for PW vehicles DEC:Adv. for Dickens Holiday:RDA 1/23-7/23/03 subscr:233144 003964 OFFICE DEPOT BUSINESS SVS Planning office supplies 002105 OLD TOWN TIRE & SERVICE 002256 P & D CONSULTANTS INC 004805 PEACOCK ENTERPRISES INC 003218 PELA 000249 PETTY CASH 000253 POSTMASTER 004529 QUAID TEMECULA HARLEY-DA 000635 R & J PARTY PALACE 004453 R C ENTERPRISES 005563 R E FLEMING CONSTRUCTION 004029 R J M DESIGN GROUP INC 000262 RANCHO CALIF WATER DIST 002654 RANCHO FORD LINCOLN Code Enl. office supplies Credit:item returned:Planning City vehicle maint/repair svcs City vehicle maint/repair svcs City vehicle maint/repair svcs City vehicle maint/repair svcs Credit:billing error:inv# 22984 Dec temp bldg inspector svcs 2 printers for PW & BS Nov/Dec svcs:Diaz realignment Petly cash reimbursement Express mail & postal svcs P.D. motorcycle maint svcs equip rentals:Dickens Holiday Signature Stamp for Finance Dec Children's Mus. bldg shell imprv Consult svcs:NW Sprts Complex Various water meters 2003 FORD F550:PW Amount Paid 124.18 555.60 61.00 24.04 19.61 -42.42 321.95 133.07 73.01 36.85 -10.00 8,160.00 1,507.50 301.00 418.44 173.45 186.16 2,425.30 19.40 22,495.14 7,828.39 2,458.44 46,122.39 Check Total 124.18 555.60 61.00 554.88 8,160.00 1,507.50 301 418.44 173.45 186.16 2,425.30 19.40 22,495.14 7,828.39 2,458.44 46,122.39 Page5 apChkLet 01/23/2003 10:03:58AM Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 81997 01/23/2003 000947 RANCHO REPROGRAPHICS 81998 01/23/2003 81999 01/23/2003 82000 01/23/2003 82001 01/23/2003 82002 01/23/2003 82003 01/23/2003 82004 01/23/2003 82005 01/23/2003 82006 01/23/2003 82007 01/23/2003 82008 01/23/2003 82009 01/23/2003 82010 01/23/2003 82011 01/23/2003 82012 01/23/2003 82013 01/23/2003 Final Check List City of Temecula (Continued) Description Amount Paid dupl. blueprints:Children's Mus. 003742 REHAB FINANCIAL CORPORATI Dec loan svc for RDA 002110 RENTAL SERVICE CORPORATI equip rental for PW Maint 002412 RICHARDSWATSON&GERSH¢ Nov 20021egal services 96.44 72.00 777.54 101,326.68 000873 ROBERTS, RONALD H. 003492 SCHOLASTIC SPORTS 005884 SIMICH, SILVANA 002718 SO CALIF CITY CLERKS ASSN 000537 SO CALIF EDISON 001212 SO CALIF GAS COMPANY 002503 SOUTH COAST AIR QUALITY 000418 RIVERSIDE CO CLERK & RECOI Copy/Recording fees 001365 RIVERSIDE CO ENVIRONMENT/ renew permit:Sam Hicks Park renew permit:K.Hintergardt Park 004773 RIVERSIDE CO SHERIFFS Nov 2002 Booking Fees Reim b:Congress/Cities Cf: 12/4-8 support ads for H.S. sports prgms Refund:Arts/Crofts-Child rens S.C.C.C.A. mtg:l/30/03:SJ/CD Jan 2-19-999-9442 various mtrs Jan 2-24-628-8963 Btrfld Stage var City facilities gas meters renew City Hall generator permit annual emissions fees:City Hall 000519 SOUTH COUNTY PEST CONTRC Fire Stn 84 pest control svcs Pest Control Svcs:Museum Pest Control Svcs: Wed Chapel Pest Control Svcs: Sr Center 001972 STANLEY R HOFFMAN ASSOCI Consulting Svcs:Redhawk Annex 000574 SUPERTONER HP Printer Supplies 15.00 73.00 73.00 8,832.00 42.07 150.00 3.00 60.00 2,255.16 6.30 2,421.92 195.89 75.00 80.00 42.00 32.00 29.00 1,000.00 246.75 Page: 6 Check Total 96.44 72.00 777.54 101,326.68 15.00 146.00 8,832.00 42.07 150.00 3.00 60.00 2,261.46 2,421.92 270.89 183.00 1,000.00 246.75 Pages apChkLst 01/23/2003 10:03:58AM Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 82014 01/23/2003 003599 T Y LIN INTERNATIONAL 82015 01/23/2003 005629 TANNER CONSULTING GROUP 82016 01/23/2003 003673 TECH 101 ARCUS INC 82017 01/23/2003 000309 TEMECULA COPIERS Final Check List City of Temecula (Continued) Description Dec dsgn svcs:R.C. Bridge Widening N/S ballfield consulting svcs 2 Autocad machines for PW Dec copier usage charges 82018 01/23/2003 004274 TEMECULA VALLEY SECURITY, Fire Stn 84 locksmith svcs Park sites locksmith svcs 82019 01/23/2003 005873 TRI AD ACTUARIES INC Implementation/set-up:Flex Plan 82020 01/23/2003 003228 U S BANK TRUST NATIONAL AS CFD 98-1 trustee admin fees 82021 01/23/2003 004261 VERIZONCALIFORNIA JAN XXX-5072 GENERAL USAGE various loc. phone svcs JAN XXX-1941 PTA CD TrACSD 82022 01/23/2003 004789 VERIZON INTERNET SOLUTION Phone svcs/EOC backup @ stn 84 82023 01/23/2003 004848 VERIZON SELECT SERVICES I 82024 01/23/2003 003758 WHITE HOUSE SANITATION Amount Paid 5,687.80 1,200.00 2,485.35 2,075.12 76.16 55.90 1,000.00 3,450.00 6,521.14 2,009.19 56.53 241.90 Jan long distance phone svcs 1,145.32 Jan cleaning svcs:Btrfld Stage 50.00 Sub total for UNION BANK OF CALIFORNIA: Page: 7 Check Total 5,687.80 1,200.00 2,485.35 2,075.12 132.06 1,000.00 3,450.00 8,586.86 241.90 1,145.32 50.00 409,240.20 Paget apChkLst Final Check List Page: 1 01/31/2003 9:50:04AM CiTY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 80 01/30/2003 000283 INSTATAX (IRS) 81 01/30/2003 000444 INSTATAX (EDD) 82 01/30/2003 000246 PERS (EMPLOYEES' RETIREME 83 01/30/2003 82025 01/30/2003 82026 01/30/2003 82027 01/30/2003 82028 01/30/2003 82029 01/30/2003 82030 01/30/2003 003228 U S BANK TRUST NATIONAL AS 004148 AT&T 000745 A T & T WIRELESS SERVICES 000745 A T & T WIRELESS SERVICES 002038 ACTION POOL & SPA SUPPLY 003951 ALL AMERICAN ASPHALT 004240 AMERICAN FORENSIC NURSES 82031 01/30/2003 005772 AMTEK INC 82032 01/30/2003 000101 APPLE ONE, INC. 82033 01/30/2003 82034 01/30/2003 82035 01/30/2003 005891 ASPEN PUBLISHERS, INC 004778 BERRYMAN & HBNIGAR INC 004262 BIO-TOX LABORATORIES Description Amount Paid FEDERAL INCOME TAXES: Payment STATE DISABILITY INS: Payment PERS ER PAID MEMBER CONTR: P Tem. Redev. '02 Tax Bonds Long distance svcs: P.D. Long distance svcs: P.D. Cellular phone svcs:lnf Sys Cellular phone svcs:police Pool sanitizing chemicals Pool sanitizing chemicals Citywide A.C. Concrete Repairs DUI:Drug/Alcohol Screening svc:Poli DUI:Drug/Alcohol Screening svc:Poli DUI:Drug/Alcohol Screening svc:Poli DUI:Drug/Alcohol Screening svc:Poli Cell accessories for city staff Cell Accessories for City Staff Credit:returned cell accessories Acosta tamp help PPE 01/11/03 Cole/Hall temp help PPE 12/07/02 Atkinson temp help PPE 01/11/03 Atkinson temp help PPE 01/04/03 Atkinson temp help PPE 12/28/02 Schuler temp help PPE 12/21/02 APA basic guide to payroll Design svcs:pavement mgmt update DUI:Drug/Alcohol Screening Srvcs DUI:DRUG/ALCOHOL SCREENING S 54,775.51 12,667.40 46,794.15 693,582.72 142.32 67.64 201.99 180.50 35.43 25.43 127,050.82 288.00 216.00 141.00 24.00 255.15 151.93 -262.10 1,174.38 461.50 442.00 325,00 318.50 78.00 231.84 307.40 1,153.10 339.40 Check Total 54,775.51 12,667.40 46,794.15 693,582.72 209.96 201.99 180.50 60.86 127,050.82 669.00 144.98 2,799.38 231.84 307.40 1,492.50 Page:l apChkLst Final Check List Page: 2 01/31/2003 9:50:04AM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description 82036 01/30/2003 004176 BROADWING TELECOMMUNIC,~ Long distance & internet svcs Amount Paid 1,195.00 82037 01/30/2003 005889 BROWN, PASCALE 82038 01/30/2003 005893 C C H S SAN BERNARDINO 82039 01/30/2003 000484 CALIF ASSN FOR LOCAL ECON( Membership: James O'Gmdy Reimb: Eden User Conf: 19/14-17/02 Historical Society Symposium Cf:2/20- 134.91 162.00 75.00 82040 01/30/2003 82041 01/30/2003 82042 01/30/2003 82043 01/30/2003 82044 01/30/2003 82045 01/30/2003 82046 01/30/2003 82047 01/30/2003 82048 01/30/2003 82049 01/30/2003 82050 01/30/2003 82051 01/30/2003 82052 01/30/2003 82053 01/30/2003 000152 CALIF PARKS & RECREATION S Membership:Bruce Wedeking 000152 CALIF PARKS & RECREATION S Step out for Sr Ctr registration packet 004971 CANON FINANCIAL SERVICES, I Jan copiers lease pmt:City Hall Feb lease agrmnt:Stn 73 002534 CATERERS CAFE Refreshments:Permits Plus mtg 004837 CHERRY VALLEY FEED & PET ~ Food & Supplies:Police K-9 Unit 004405 COMMUNITY HEALTH CHARI COMMUNITY HEALTH CHARITIES: P 001193 COMP U S A INC Webserver Tape Drive/Cartridges 002945 CONSOLIDATED ELECTRICAL D Vadous elect supplies:Parks 003739 Co'crON BRIDGES ASSOCIATE Nov-Dec svcs:Update general plan 005894 CROSBY, TANIA 004123 D L PHARES & ASSOCIATES 002900 DANIEL MANN JOHNSON 001716 DANS ROOFING 005890 DARRAH, ROBERT Refund: Hawaiian Dance Teen Begin Jan Lease:Police Sub-Stn Old Twn Oct-Nov design svcs:Pala Rd Phase II CRC ROOF REPAIRS Refund:Eng Depst 40900 Via Los Alt 125.00 25.00 6,727.20 149.77 24.24 59.80 173.50 626.92 30.01 5,893.50 30.00 1,849.64 40,862.18 575.00 950.00 Check Total 1,195.00 134.91 162.00 75.00 125.00 25.00 6,876.97 24.24 59.80 173.50 626.92 30.01 5,893.50 30.00 1,849.64 40,862.18 575.00 950.00 Page2 Final Check List Page: 3 CITY OF TEMECULA apChkLst 01/3112003 9:50:04AM Bank: union UNION BANK OF CALIFORNIA Check# Date 82054 01/30/2003 82055 01/30/2003 82056 01/30/2003 82057 01/30/2003 82058 01/30/2003 82059 01/30/2003 82060 01/30/2003 Vendor 003625 DAVIS, JOHN (Continued) Description TOSD instructor earnings AmountPaid 544.00 42.00 11.00 005895 DONELLI, TORI Refund: Music-Music for Toddlers 005896 DUKE, CHRISTY Refund: Gymnastics-Whiz Kids 001380 ESI EMPLOYMENT SERVICES 002577 ENGINEERING RESOURCES Hansen temp help PPE 01/10/03 TEMP HELP - OFC ASST & BLDG IN Hydrology Study-J.Wamer/Santiago R 2,225.89 1,333.41 1,110.00 005251 EQUIPMENT REPAIR SERVICE Mobile Equip Repair Svcs:PW mntc 504.95 001056 EXCEL LANDSCAPE 82061 01/30/2003 004464 EXXONMOBIL CARD SERVICES Dec Idscp impr:Overland Dec Idscp impr: R.C. Channel Dec Idscp impr:Rancho Calif Rd Oct Idscp impr:Sports Park Dec Idscp impr:Vail Ranch Pkwy Dec Idscp impr:Sports Park Oct Idscp impr:Sports Park Dec Idscp impr: Rancho Calif Rd. Sept Idscp impr:Children Museum Dec [dscp [rapt:Overland Sept Idscp impr: Rancho Vista Dec Idscp impr: Rancho Calif Rd Sept Idscp impr:TCC Fuel expense for City vehicles 391.47 389.79 235.87 235.62 218,14 202.94 188.50 183,92 164.09 151.33 134.45 94.55 38.88 268.34 82062 01/30/2003 000165 FEDERAL EXPRESS INC Express mail services 230.99 110.00 81.00 107,00 36.67 42,00 82063 01/30/2003 001135 FIRST CARE INDUSTRIAL MED ( Dec Pre-employment physicals 82064 01/30/2003 001609 GREATER ALARM COMPANYI 82065 01/30/2003 002174 GROUP 1 PRODUCTIONS 82066 01/30/2003 005898 GUNN, MARY 82067 01/30/2003 005899 HAYS, NATHANIEL JR Alarm Monitoring Svcs:Police Copies of "Welcome to Temecula" Refund: Exercise-Hatha Yoga Refund: Music for Children Check Total 544.00 42.00 11.00 3,559.30 1,110.00 504.95 2,629.55 268.34 230.99 110.00 81.00 107.00 36.67 42.00 Page3 apChkLst Final Check List Page: 4 01/31/2003 9:50:04AM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check# Date 82068 01/30/2003 82069 01/30/2003 82070 01/30/2003 001060 HYATr 82071 01/30/2003 004143 iNLAND UNIFORMS 82072 01/30/2003 82073 01/30/2003 82074 01/30/2003 82075 01/30/2003 82076 01/30/2003 82077 01/30/2003 82078 01/30/2003 82079 01/30/2003 82080 01/30/2003 82081 01/30/2003 82082 01/30/2003 82083 01/30/2003 82084 01/30/2003 (Continued) Vendor Description 001013 HINDERLITER DE LLAMAS & AS 4TH QTR SALES TAX ANALYSIS/AU Credit: Finder's Fee Refund 005748 HODSON, CHERYL A. Support Payment Htl:Horton/McBride:C FPI Wkshp Amount Paid 6,955.72 -281.23 44,08 Check Total 6,674.49 44.08 Cole code enforcement uniforms Voshall code enforcement uniforms Parker code enforcement uniforms Brownell code enforcement uniforms Ching code enforcement uniforms 1,196.80 1,196.80 001407 INTER VALLEY POOL SUPPLY I Pcol sanitizing chemicals Pool sanitizing chemicals 000388 INTL CONFERENCE BLDG Membemhip: Tony EImo 001186 IRWIN, JOHN TCSD instructor earnings 002140 JAGUAR COMPUTER SYSTEMS Notebook computer: Inf Sys 005900 KAPPEL, JACQUI Refund: Tiny Tots-Creative Beg 001667 KELLY TEMPORARY SERVICES Francis temp help PPE 01/12/03 003726 LIFE ASSIST INC Paramedic squad supplies:Fire 207.52 200.57 200.57 53.77 49.46 711.89 136.09 135.77 271.86 40.00 40.00 468.00 468.00 2,259.52 2,259.52 91.25 91.25 1,080.00 1,080.00 399.50 004174 LIGHT iMPRESSIONS 004697 LOWES HIW INC 001967 MANPOWER TEMPORARY SER Paramedic squad supplies: Stn 84 Exhibit supplies for museum Misc hardware supplies:Fire Dept Misc hardware supplies:Fire Dept temp help w/e 12/15 J.DJK.W. temp help w/e 12/22 Dankworth Add'l hm tem p help w/e 12/15 K.W. 004894 MICHAEL BRANDMAN ASSOCIA Nov pmf svcs:Pech. Pkwy imprv 001892 MOBILE MODULAR Jan modular bldg rental:Fire Stn 92 000883 MONTELEONE EXCAVATING Maint:Santiago Rd Desilting Ponds 217.05 616.55 33.49 33.49 458.24 138.98 628.23 459.89 17.42 788.00 777.95 4,500.00 595.22 1,105.54 788.00 777.95 4,500.00 PageA apChkLst Final Check List Page: 5 01131/2003 9:50:04AM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description 82085 01/30/2003 001214 MORNINGSTAR PRODUCTION 82086 01/30/2003 005885 MORRIS, ROBERT D. Amount Paid Sound rental:Electric Lite Parade Deposit:restore historic wagon 1,300.00 2,000.00 82087 01/30/2003 000718 NATIONAL RECREATION/PARK annual mbrshp:H.Parker:21539 82088 01/30/2003 005608 NEUMAN, JASON Reimb:R.C.O. fire hats 82089 01/30/2003 002105 OLD TOWN TIRE & SERVICE City vehicle maint~repair svcs City vehicle maint/repair svcs City vehicle maint]repair svcs 82090 01/30/2003 001619 ORANGE COUNTY REGISTER I Jan recruitment ads for H.R. 82091 01/30/2003 002993 PARSONSBRINCKERHOFFQU Dsgnplns/specs:l-15S/BAux. lane 82092 01/30/2003 003218 PELA Nov/Dec svc:Pech. Pkwy Soundwall Nov/Dec plan ck svc:O.T. Gateway Nov/Dec plan ck svcs:Comm.Theater 001958 PERS LONG TERM CARE PROG PERS LONG TERM CARE: Payment 82093 01/30/2003 82094 01/30/2003 82095 01/30/2003 82096 01/30/2003 82097 01/30/2003 82098 01/30/2003 82099 01/30/2003 82100 01/30/2003 000249 PE:i I Y CASH Petty cash reimbursement 000254 PRESS ENTERPRISE COMPAN Dec recruitment ads for H.R. 004529 QUAID TEMECULA HARLEY-DA Motorcycle:Tern. Police:6279 Motorcycle:Tern. Police:4551 P.D. motorcycle maint svcs P.D. motomycle maint svcs 005897 QUlNATA, EARL Reimb:C.N.O. Training:11/23-26 002012 R D O EQUIPMENT COMPANY Repair/Maint to PW backhoe 004792 R H A LANDSCAPE ARCHITECT Dec consult svcs:V.R. Park "C" 000981 RHFINC repair/maint P.D. radar equipment repair/maint P.D. radar equipment repair/maint P,D. radar equipment 215.00 430.57 153.05 115.50 68.60 303.36 12,500.00 516.00 387.00 387.00 227.08 456.44 1,079.08 19,370.15 19,370.15 752.90 35.71 94.60 264.69 125.00 121.45 50.00 50.00 Check Total 1,300.00 2,000.00 215.00 430.57 337.15 303.36 12,500.00 1,290.00 227.08 456.44 1,079.08 39,528.91 94.60 264.69 125.00 221.45 Page5 apChkLst Final Check List Page: 6 01/31/2003 9:59:04AM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description 82101 01/30/2003 000262 RANCHO CALIFWATER DIST 82102 01/30/2003 82103 01/30/2003 82104 01/30/2003 82105 01/30/2003 82106 01/30/2003 82107 01/30/2003 82108 01/30/2003 82109 01/30/2003 82110 01/30/2003 82111 01/30/2003 82112 01/30/2003 82113 01/30/2003 82114 01/30/2003 82115 01/30/2003 82116 01/30/2003 002654 RANCHO FORD LINCOLN 000947 RANCHO REPROGRAPHICS 004584 REGENCY LIGHTING Jan 01-99-02003-0 Floating Mtr Jan 01-24-01551-2 R. Vista Rd. Jan 02-79-10100-1 Diaz Rd Jan 01-23-00148-3 De Portola Jan 01-24-03991-1 R.Vista Rd. 2003 Ford Van:TCSD Dupl. blueprints:Comm. Theater OLD TOWN ELECTRICAL SUPPLIES Old Town Front St lamps CRC electrical supplies CRC electrical supplies OLD TOWN ELECTRICAL SUPPLIES 001500 REGIONALTRAINING CENTER- Art/GrantWriting:J,D,/B.Y,:12/4 Confmnt/Negativity:N.M: 11/19 005807 RESOURCE STRATEGIES INC 000266 RIGHTWAY 000268 RIVERSIDE CO HABITAT 000357 RIVERSIDE CO 003587 RIZZO CONSTRUCTION INC 000873 ROBERTS, RONALD H. 005767 RONALD MITCHELL HERZER C 002226 RUSSO, MARY ANNE 005227 SAN DIEGO COUNTY OF external hard drives (2) for GIS equipment rental - Long Cyn Crk Dec 2002 K-Rat pmt lst/2nd qtr:traf sgnl/light maint Finance Dept Improvements Rb;Bond Rating Mtg: 12/15-18 Deposit:Fac Imp:Calico Coffee TCSD INSTRUCTOR EARNINGS CHILD SUPPORT/ARREARS: 004562 SCHIRMER ENGINEERING COR Nov plan check srvcs: Fire Prey 005770 SENTIMENTAL JOURNEY entertainment:Dickens HoL:12/3 Amount Paid 337.07 120.28 74.50 53.70 17.06 22,740.25 19.78 646.50 374.80 361.56 357.35 118.09 270.00 135.00 431.00 54.39 595.00 51,582.00 13,000.00 14.00 1,923.05 525.00 107.00 2,800.00 300.00 Check Total 602.61 22,740.25 19.78 1,858.30 405.00 431.00 54.39 595.00 51,582.00 13,000.00 14.00 1,923.06 525.00 107.00 2,800.00 300.00 Pages apChkLst Final Check List Page: 7 01/31/2603 9:50:04AM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description 82117 01/30/2003 000403 SHAWN SCOTT POOL & SPA 82118 01/30/2003 004609 SHREDFORCE INC 82119 01/30/2003 003766 SMALL, SANDRA K. 82120 01/30/2003 000645 SMART&FINAL[NC 82121 01/30/2003 000537 SO CALIF EDISON 82122 01/30/2003 002361 SOCALIF FPOS 82123 01/30/2003 000519 SOUTH COUNTY PEST 82124 01/30/2003 005840 SOUTHWEST SIGN MAINTEN 82125 01/30/2003 004163 SPORTS CHALET 82126 01/30/2003 000305 TARGET STORE 82127 01/30/2003 000919 TEMECULAVALLEY UNIFIED S 82128 01/30/2003 005892 TILLMAN, CAMERON 82129 01/30/2003 000668 TIMMY D PRODUCTIONS INC T.E.S. pool maint/svcs Jan document shredding services TCSD instructor earnings supplies for teen council Jan 2-02-351-4946 Sr Ctr Jan 2-18-937-3152 Museum Jan 2-23-365-5992 Fire Stn 92 Jan 2-11-007-0455 6th St. Jan 2-22-891-0550 various mtrs Jan 2-18-049-6416 Front St Ped Jan 2-21-911-7892 S.Side Pk Lot Jan 2-21-981-4720 Hwy 79 Jan 2-19-171-8568 Wed.Chapel Jan 2-22-496-3439 Winchester Jan 2-22-057-2226 6th St. Jan 2-14-204-1615 Front St Rdio Jan 2-24-151-6582 Overland Trl Jan 2-24-572-8969 O.T. Fret St. Jan 2-24-634-0426 O.T. Frnt St. 2A Fire Protoction:K,C.:2/17-21 2A Fire Protection:J.N,:2/17-21 CRC pest control svcs City Hall pest control svcs TCC pest control svcs replace neon unit:council cha~nbers 40 doz softballs for sports prgm Rec, supplies for MPSC Jul-Sep vehicle fuel usage Refund:Sec. Deposit/Room Rental DJ:Teen Dance @ CRC:1/17 sound tech:teen band jam:l/3 Amount Paid 392.60 345.00 140.00 110.16 828.60 515.74 431.14 354.52 288.65 214.16 159.76 73.69 66.50 59.19 57.27 23.73 14.26 10.50 6.06 250.00 250.00 90.00 56.00 36,00 75.00 1,463.25 69.74 2,458.25 625.00 350.00 150.00 Check Total 392.60 345.00 140.00 110.16 3,103.77 500.00 182.00 75.00 1,463.25 69.74 2,458.25 625.00 500.00 Page~ apChkLst Final Check List Page: 8 01/31/2003 9:50:04AM CITY OF TEMECULA Bank: union UNION BANK OF CALIFORNIA Check # Date Vendor 82130 01/30/2003 82131 01/30/2003 82132 01/30/2003 82133 01/30/2003 82134 01/30/2003 82135 01/30/2003 000319 TOMARK SPORTS INC 005567 TOTL GEAR LLC 003031 TRAFFIC CONTROL SERVICE I 000389 U S C M WEST (OBRA) 000325 UNITED WAY 004261 VERIZON CALIFORNIA 82136 01/30/2003 82137 01/30/2003 82138 01/30/2003 004142 VISIONS WEST 002658 VOLLMUTH, MARY 003730 WEST COAST ARBORISTS INC (Continued) Description Amount Paid equipment for sports prgm 376.52 Sports prgm league awards 325.00 Traffic Control Supplies for PW 567.57 OBRA - PROJECT RETIREMENT: P 1,791.54 UNITED WAY CHARITIES: Payment 255.30 JAN XXX-9897 GENERAL USAGE 88.20 JAN XXX-3526 FIRE ALARM 82.28 Jan xxx-1473 P.D. Storefront 82.01 JAN XXX-2676 GENERAL USAGE 28.39 Asbestos Abate./Demolition:C.E. 5,040.00 Reimb:CAPPO Conf:1/21-23/03 420.25 Vail Ranch Pkwy tree maint, svcs 10,777.00 Cit,jwide Tree Maint. Svcs 7,782.80 Sub total for UNION BANK OF CALIFORNIA: Check Total 376.52 325.00 567.57 1,791.54 255.30 280.88 5,040.00 420.25 18,539.80 1,226,261.47 Pages apChkLst Final Check List Page: 9 01/31/2003 9:50:04AM CITY OF TEMECULA 118 checks in this report. Grand Total All Checks: 1,226,261.47 Pages ITEM 3 APPROVAL CITY ATTORNEY DIRECTOR OF FI~E~ CITY MANAGE~/ TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Genie Roberts, Director of Finance February 11, 2003 City Treasurer's Report as of December 31,2002 PREPARED BY: Karen Je~f,~ssistant Director of Finance Pascale Brown, Senior Accountant ~,,)~ RECOMMENDATION: December 31, 2002. That the City Council receive and file the City Treasurer's Report as of DISCUSSION: Government Code Sections 53646 and 41004 require reports to the City Council regarding the City's investment portfolio, receipts, and disbursements respectively. Attached is the City Treasurer's Report that provides this information. The City's investment portfolio is in compliance with Government Code Sections 53601 and 53635 as of December 31,2002. FISCAL IMPACT: None Attachments: City Treasurer's Report as of December'31,2002 Cash Activity for the Month of December City of Temecula City Treasurer's Report As of December 3t, 2002 Cash and Investments as of December 1, 2002 Cash Receipts Cash Disbursements Cash and Investments as of December 31, 2002 Cash and tnvestments Portfolio: Type of investment PeBy Cash General Checking Sweep Account (Money Market Account) F~ex Benefit Demand Deposits Local Agency Investment Fund Checking Account (Parking Citations) Bond Fund - CFD 88-12 (Money Market Account) Delinquency Maintenance Account - CFD 88-12 (Investment Agreement) Delinquency Maintenance Account - CFD 88-12 (Money Market Account) Reserve Fund - CFD 88-12 (Investment Agreement) Reserve Account - C FD 88-12 (Money Market Account) Vahable Bond Fund - CFD 01-2 (Money Market Account) Capital Interest Fund - CFD 01-2 (Money Market Account interest Differential Fund - CFD 01-2 (Money Market Account Cost o1 Issuance Fund - CFD 01-2 (Money Market Account Admin Expense Fund - CFO 0%2 (Money Market Account Capitat Improvement Fund - CFD 01-02 (Money Market Account Interest Account - RDA Refinance Bonds (Money Market Account Project Account- RDA ReSnance Bonds (Money Market Account Project Account-RDA Refinance Bonds (Loca~ Agency Investment Fund) Cost of Issuance Fund - RDA Refinance Bonds (Money Market Account) Installment Payment Fund - TCSD COPs (Money Market Account) Project Fund - TCSD COPs (Money Market Account) Project Fund - TCSD COPs (Local Agency ~nvestment Fund) Delivery Cost Fund - TCSD COPs (Money Market Account) Institution City Hall Union Bank Union Bank (Highmark U.S. Treasury) Union Bank State Treasurer-LAIF Union Bank U.S. Bank {First Am. Treasury) CDC Funding Corp U.S. Bank (First Am, Treasury) CDC Funding Corp U.S. Bank U.S. Bank U.S, Bank U.S. Bank U.S. Bank U.S Bank U.S Bank U.S. Bank U.S, Bank State Treasurer-LAIF U~S Bank (First Am. Treasury) U.S. Bank (First Am. Treasury) U.S. Bank (First Am. Treasury) State Treasurer-LAIF U.S. Bank (First Am. Treasury) First Am. Treasury) First Am. Treasury) First Am Treasury) First Am. Treasury) First Am. Treasury) First Am. Treasury) First Am. Treasury) First Am. Treasury} First Am Treasury) Maturity/ Termination Yield Date n/a n/a 0.350 % n/a 2.201% n/a 0.850 % 5.430 % 9/1/2017 0.850 % 5.430 % 9/1/2007 0~910 % o.85o % 0.880 % 0,850 % 0.850 % 0.850 % 0.850 % 0870 % 0.850 % 2.201% 0850 % 0.850 % 0.850 % 2.201% 0.850 % (1)-This amount is net of outstanding checks. (2)-At December 31,2002 total market value (including accrued interest) for the Local Agency Investment Fund (LAIF) was $56,653,383,356 The City's propodionate share of that value is $61,829,978 All investments are liquid and currenSy available. The City of Temecula's portfolio is in compliance with the investment policy, Adequate funds will be available to meet budgeted and actual expenditures of the City of Temecula for the next six months. $ 82,518,687 7,533,299 (5,523,023) $ 84,528,963 PaCBook Balance $ 1,500 195,067 (1) 1,721,000 10,075 (1) 61,581,830 (2) 3,530 157 500,000 427,172 1,531,469 4 2,728 191,224 130,201 406,031 50,145 4,590,905 25 30,418 10,423,382 218 2,967 2,722,447 6,468 $ 84,528,963 ITEM 4 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY DIR. OF FINANCE CITY MANAGER CITY OF TEMECULA AGENDA REPORT City Manager/City Council Susan W. Jones, City Clerk/Director of Support Services February 11, 2003 Award of Contract for Critical Data Center Environmental Control Upgrade Prepared by: Tim Thorson, Information Systems Manager RECOMMENDATION: That the City Council: Award a contract to Rizzo Construction, Inc. to expand the City Hall Data Center into the Public Works Conference Room in an amount of $24,923.00 with a 10% contingency not to exceed $2,492.00; Award a contract to Diversified Protection Systems, Inc. (DPSI) for procurement and installation of two Liebert Air Conditioning (NC) systems and condensers in an amount of $63,754.00 with a 10% contingency not to exceed $6,375.00 and for the expansion of the Inergen Fire Suppression system in an amount of $11,985.00 with a contingency not to exceed $1,199.00; 3. Approve an operating transfer of $110,800.00 from General Fund undesignated reserves to the Capital projects fund and appropriate the funds to the City Hall modification project. BACKGROUND: On Friday, January 17th, 2003 the City Hall Data Center NC system failed during the evening hours. Since the Data Center was scheduled for an Uninterrupted Power Supply (UPS) upgrade the next morning, Information Systems staffwas able to shut down all equipment in the Data Center until the UPS upgrade was complete and appropriate repair crews could be obtained. However, after refitting the existing A/C system, the system was still not adequately cooling the Data Center. TCSD staff assisted with the ordering of standalone NC units to augment the existing NC units at the cost of $1,500.00/week. This temporary measure required NC exhaust to be ducted into the ceiling space above the Data Center, which had to be vented into the outer hallway. This temporary measure resulted in the Data Center fire suppression system being inoperable and, therefore1 City Hall was placed in violation of building codes, which requires immediate remediation. DISCUSSION: Ideally, Data Centers are equipped with separate NC systems that cool from the ground up since most of the heat generated by the equipment in the Center is located at floor level. The current Data Center NC system consists of commercial office units that are located in the 2nd floor attic. These units are ducted into the Data Center and essentially are refrigerating the room. Because these units are not designed for cooling a Data Center, they continuously run resulting in continued system failures. As a result of these failures, staff has experienced dangerously close calls with over heating of IS equipment and, thereby, creating the potential of damage to information systems equipment. SOLUTION: The capacity of the new NC system in the Data Center should be sufficient to maintain the current equipment heat loads, plus future expansion, on a continuous basis, with consideration given to redundancy and year-round operating conditions. Staff is recommending a modification to the existing Data Center as well as the purchase of NC units specifically designed for use with information systems equipment. Because of the emergent need for this work, the two recommended contracts are sole sourced. Staff has previously used these contractors who are reputable and competitively priced. A/C SIZING: The estimated NC loads are detailed below. These cooling loads include equipment heat dissipation, lighting load, occupant load, ventilation load and minimal building load. AREA (BTUH) Data Center Equipment (current load) 31,400 Future Equipment Load (estimated) 11,300 Lighting/Transmission/Occupant Loads (10%) 4,270 Subtotal 46,970 Cooling 3.91 tons Notes: These totals do not take into consideration the need for redundancy. A redundant unit allows the other to cycle on and off, which extends the life of the system. Additionally, a redundant unit allows for regular preventative maintenance cycles. Redundant equipment and a fail-over capability are critical components to Data Center operations. Because of the critical need for redundancy cooling, it is necessary to install two (2) 5-ton cooling units. This would provide up to 56,000 BTUs of primary cooling and 56,000 BTUs of additional/redundant backup. Each NC system should be independent of other systems. Should any one unit fail to operate each of the other units would be unaffected. PROCESS COOLING: The items below describe the equipment and methods of installation that have been selected to provide environmental control. All packaged units will include humidification, electronic reheat, 20% air filters with microprocessor controls. Each of the units will have a total capacity of approximately 56,000 BTUs per hour at 72 degree F DB and 58.6 degree WB with a relative humidity of 45% The attached vendor proposal includes air-condensers on the roof level of the building. Appropriate space has been identified for this purpose. Additionally, utility power outlet(s) will be installed near the condensers to comply with NEC code requirements. · This application will include condensers that are rated for 105 degree F ambient conditions. GASEOUS SUPPRESSION SYSTEM: The selected vendor will design and install an expansion to the Inergen fire suppression system with detection and alarms as specified in the SOW. TENANT IMPROVEMENTS: The selected vendor will expand the Data Center wall three feet into the existing Public Works Conference Room. This will provide the necessary floor space for Liebert Air Handlers and ample space for necessary airflow. Additionally he will: 1. Install raised computer room floor. 2. Rebuild the T-Bar ceiling. 3. Install new electrical outlets and clean up existing widng. PROJECT BREAKDOWN: Vendor Description Cost DPSI Two - 5 ton A/C units and condensers. $63,754.00 Installation SOW attached. Electrical SOW attached with a 10% contingency $ 6,375.00 Rizzo Construction Tenant Improvements to include: Demo $24,923.00 Inc. existing wall. New Framing. New electrical outlets. Insulation, Drywall, Paint. Install raised floor with a 10% contingency $2,492.00 DPSI Expand Inergen Fire Suppression to $11,985.00 include volume created by Data Center Expansion. See attached SOW with a '10% contingency $1,199.00 Total Project Costs including the 10% contingency $1'10,728.00 FISCAL IMPACT: Adequate funds were not appropriated in the 2002-03 Fiscal Year Budget for the Information Systems Internal Services fund. An appropriation and transfer from undesignated fund balance of $110,800.00 will be necessary to fund the City Hall modification Capital project. ATTACHMENTS: Rizzo Construction, Inc. Tentative Improvement Agreement DPSI Contract- Air Conditioning System and Condenser and Fire Suppression System FIN02-13 CITY OF TEMECULA CONTRACT AGREEMENT FOR MINOR CONSTRUCTION SERVICES THIS CONSTRUCTION CONTRACT, made and entered into as of February 1'1, 2003 by and between the City of Temecula, and Rizzo Construction Inc. ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF WORK. Contractor shall construct and install all of the work described in the Scope of Work, attached hereto and incorporated herein as Exhibit A. ('~/Vork") and shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the Work. All of said Work to be performed and materials to be furnished for the Work shall be in strict accordance with the specifications set forth in the Scope of Work. The Work shall be completed within the time set forth in the Scope of Work. Contractor shall not commence the Work until such time as directed in writing by the City. 2. COST OF WORK. For the Work described in Section 1 of this Agreement Contractor shall receive the sum of Twenty-Four Thousand Nine Hundred Twenty-Three Dollars and No Cents ($24,923.00) payable in accordance with the Schedule of Payments, attached hereto and incorporated herein as Exhibit B. Any terms other than a description of the work to be performed, costs of the work, or the payment schedule contained in Exhibits A or B is null and void and not part of this Agreement. 3. PERFORMANCE. Contractor shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. 4. CITY APPROVAL. All labor, materials, tools, equipment, and services shall be fumished and work performed and completed subject to the approval of City or its authorized representatives, and the quality of the workmanship shall be guaranteed for one year from date of acceptance. 5. CHANGE ORDERS. The City Manager may approve additional payment not to exceed 10% of the Agreement. Change orders exceeding these limits shall be approved by the City Council. 6. WAIVER OF CLAIMS. On or before making final request for payment under Paragraph 2., above, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this contract; the acceptance by Contractor of the final payment shall constitute a waiver of all claims against City under or arising out of this Contract except those previously made in writing and request for payment. Contractor shall be required to execute an affidavit, release and indemnify agreement with each claim for payment. R:~PURCH~SING~AGP. EEMENTS.ALL.]~-Z~RIZZO CONST.2003.DOC 1 Febru~7 5, 2003 7. PREVAILING WAGES. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contractor from the Director of the Department of Industrial Relations. These rates are on file with the City Clerk. Copies may be obtained at cost at the City Clerk's office of Temecula. Contractor shall post a copy of such wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $25.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. 8. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section 3. 9. DEFAULT OF CONTRACTOR. a. The Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder adses out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default. b. If the City Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 10. INDEMNIFICATION. The Contractor agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property adsing out of Contractor's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 11. LIABILITY INSURANCE. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 ). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code I (any auto). (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commemial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident for bodily injury or disease. c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officem, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (1) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, ifs officers, officials, employees or volunteers. (2) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (4) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:Vli, unless otherwise acceptable to the City. f. Ver'ification of Coveraqe. Contractor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the ceverage required by these specifications. g. Contractor, by executing this Agreement, hereby certifies: "1 am aware of the provision of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workman's Compensation or undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract." 12. TIME OF THE ESSENCE. Time is of the essence in this Contract. 13. INDEPENDENT CONTRACTOR. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that if or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. a. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury er sickness arising out of performing services hereunder. 14. LEGAL RESPONSIBILITIES. The Contractor shall keep itself informed of State and Federal laws and regulations, which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section. 15. CONTRACTOR'S INDEPENDENT INVESTIGATION. No plea of ignorance of conditions that exist or that may hereafter exist or of conditions of difficulties that may be encountered in the execution of the work under this Contract, as a result of failure to make the necessary independent examinations and investigations, and no plea of reliance on initial investigations or reports prepared by City for purposes of letting this Contract out to proposal will be accepted as an excuse for any failure or omission on the part of the Contractor to fulfill in every detail all requirements of this Contract. Nor will such reasons be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time. 16. CONTRACTOR'S AFFIDAVIT. After the completion of the Work contemplated by this Contract, Contractor shall file with the City Manager his affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors on the Work have been paid in full, and that there are no claims outstanding against the project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California. 17. BOOKS AND RECORDS. Contractor's books, records, and plans or such part thereof as may be engaged in the performance of this Contract, shall at all reasonable times be subject to inspection and audit by any authorized representative of the City. 18. UTILITY LOCATION. City acknowledges its responsibilities with respect to locating utility facilities pursuant to California Government Code Section 4215. 19. REGIONAL NOTIFICATION CENTERS. Contractor agrees to contact the appropriate regional notification center in accordance with Government Code Section 4215. 20. INSPECTION. The Work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including without limitation, the plans of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the Work. The Work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the Work. 21. DISCRIMINATION. Contractor represents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap. 22. WRITTEN NOTICE. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice: To City: City of Temecula 43200 Business Park Drive Temecula, California 92590 Attention: City Manager To Contractor: Rizzo Construction Inc. 30145 Corte Plata Temecula, Califomia 92591 23. ASSIGNMENT. The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. 24. LICENSES. At all times during the term of this Agreement, Contractor shall have in full fome and effect, all licenses required of it by law for the performance of the services described in this Agreement. 25. GOVERNING LAW. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal City court with jurisdiction over the City of Temecula. 26. PROHIBITED INTEREST. No officer, or employee of the City of Temecula shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Contractor, or Contractor's sub-contractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Temecula has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the Contractor or Contractor's sub-contractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 27. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 28. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA BY: Jeffrey E. Stone, Mayor Attest: Susan W. Jones, CMC,City Clerk Approved As to Form: Peter M. Thorson, City Attorney CONTRACTOR Rizzo Construction Inc. 30145 Corte Plata Temecula, CA 92591 Phone (909) 676-3001 I Cell (909) 322-8807 Fax (909) 695-9210 By: Name: T~le: By: Name:, Title:, (Two signatures of corporate officers required) R:'~nJRCHAS ]NG~AGREEMI~TS .ALL.M*ZXRIZZO CONST.2003.DOC 7 Februa~'y 4, 2003 See attached Proposal, EXHIBIT A SCOPE OF WORK R/zzo Construction Inc. PROPOSAL GEIt~IL~.I, and l~81~,ATIOll' COIITR&~R BONDED · INSURED · LICENSE NO. 624315 30145 CORTE PLATA TEMECULA. CA. 92951 OFFICE: (909) 676-3001 · FAX: (909) 695-9210 CEL (909) 322-8807 TO: CITY OF TEMECULA PROJECT 43200 BUSINESS PARK DE. TEMECULA, CA. 92590 COMPUTBR ROOM EXPANSION 43200 BUSINESS PARK DR. TEMECULA, CA. 92590 PHONE: 694-~. ~.~. PHONE: DATE: SPECIFICATIONS: COMPUTER ROOM EXPANSION 1~0~3 We ln'Opose to fu~i~h all labor, material and equipment necessary to e~mpleto lhe following: SCOPE OF WORK: THIS PROPOSAL IS PER THE ATFACHED 8 1/2 X 11DRAWINO AND PER THE DISCUSSIONS AND INSTRUCTIONS FROM BRUCE WEDEKINO, TOM I-~FELI, KEVIN, AND PHIL $1VlITI-[ THIS PROPOSAL INCLUDES THE DEMO OF EXISTING WALLS AS REQUIRED, NEW FRAM]NO, INSULATION ( SOUND DEADENING OF NEW WALLS), DRY'WALL, PAINTINO, NEW ELE~;I'KICAL OUTLETS ( 12 CIRCUITS) & LITE SWITCH AND OLFI~ET RELOCATION, MOVINO OF DOOR AND SIDELITE, ONE (1) NEW FRAME & DOOR, RELOCATION OF :ONE (1) HVAC REGISTER CONFERENCE ROOM, RAISED COMPDt'~R H,OOR AND CARPET ON THE NEW RAISED FLOOR, HEW VINYL BASE ON THE CONFERENCE ROOM SIDE OF THE NEW WALL, RELOCATE EXISTING CABIHETS IN A SHIED IH THE IvIAINTANCE YARD AND INSTALL PLYWOOD TOPS, CLEAN-UP EXISTINO WU/IN(] ABOVE EXISq'L, qO COMPUI]~R ROOM, REINSTAI.I. CAULK BOARD IN CONFERENCE ROOM, REINSTALL FIRE EXTINOUISI-H~R CABINET IN HALL, REBUILD T-BAR CEILING AS REQUIRED, HAUL AWAY OF CONSTRUCTION DEBRIS AND CLEAN- UP. EXCLUDES: ANY. AND ALL WORK ON THE FIRE SUSPRESSION SYSTEM UPGRADE OR'ill/IN WITH EXISTINO HVAC. " " : AlqY AND ALL WORK ON TIlE HVAC SYSTEM IN THE COMPUTER ROOM ( EXISTING OR NEW) NOTE: I WILL BE GONE FROM FEBRUARY 20TH TI'~U TI~ 24TH, SO SCHEDULE AROUND THOSE DATES. F~ Ihe total sum of (Sales Tax Included) Dollars $24,923.00 Tmns: PER CONTRACT, NET CHECK ON PROGRESSIVE BH 1 .lNG AS SOON AS POSSIBLE. l'~'f~manoe oflhe work to be done in accordance wi~h ~he best developed lndu.~ry te~n!ques. Tho Company carries Wodunan's Compmsafim md Public Liability and Property Damngo Insurance This bid ia based mi the owrent priee oflabor and materiaL ffnot acceptedwilhin 30 days fr~n date hereof, &e risht is rese~ed to submit ~ new bid. ff~he services of an attorney be employed fo~ the enfor~mmt of nny of the obli~afi~m of the purdmser, or of the All ocde~s accepted subject to clearance by our credit defml~onent and subject to signature of an o~ce~ of the C~np~ny at ou~ directim. All agreements eontingent upm strikes, aeciden~ a~s of God, or other delays be/md ow c<mt~oL NAME OF OWNER EXHIBIT B. SCHEDULE OF PAYMENT The City agrees to pay Consultant, upon satisfactory completion of the work in accordance with the Exhibit 'A'. This amount shall not exceed Twenty Four Thousand Nine Hundred Twenty~ Three Dollars and No Cents ($24,923.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Contractor will submit an invoice for actual services performed. Invoice shall be submitted between the first and fifteenth business day of each month, for services provided per this agreement. Payment shall be made within thirty (30) days of receipt of each invoice as to all nondisputed fees. If the City disputes any of contractor's work it shall give written notice to Contractor within 30 days of receipt of the invoice of any disputed work performed by the contractor. CITY OF TEMECULA CONTRACT AGREEMENT FOR EQUIPMENT PURCHASE AND INSTALLATION THIS EQUIPMENT PURCHASE AND INSTALLATION CONTRACT, made and entered into as of February 11, 2003, by and between the City of Temecula, and Diversified Protective System, Inc. ("Contractor'). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM. This Agreement shall commence on February 11, 2003 and shall remain and continue in effect until June 30, 2003 unless sooner terminated pursuant to the provisions of this Agreement. 2. SCOPE OF WORK. Contractor shall perform all of the work described in the Scope of Work, attached hereto and incorporated herein as Exhibit A. ("Work") and shall provide and fumish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the Work. All of said Work to be performed and materials to be furnished for the Work shall be in strict accordance with the specifications set forth in the Scope of Work. $. PAYMENT. The City agrees to pay Contractor in accordance with the payment rates and schedules and terms as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, based upon the attached Schedule of Radio equipment. This amount shall not exceed Seventy Five Thousand Seven Hundred Thirty Nine Dollars and No Cents ($75,739.00) for the total term of the Agreement unless additional payment or change order is approved as provided in this Agreement. 4. PERFORMANCE. Contractor shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. 5. WAIVER OF CLAIMS. On or before making final request for payment under Paragraph 3., above, Contractor shall submit to the City, in writing, all claims for compensation under or arising out of this contract; the acceptance by Contractor of the final payment shall constitute a waiver of all claims against the City under or adsing out of this Contract except those previously made in writing and request for payment. Contractor shall be required to execute an affidavit, release and indemnify agreement with each claim for payment. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section 3. 7. PREVAILING WAGES. Pursuant to the provisions of Section 1773 of the Labor Code of the State of Califomia, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contractor from the Director of the Department of Industrial Relations. These rates are on file with the City Clerk. Copies may be obtained at cost at the City Clerk's office of Temecula. Contractor shall post a copy of such wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $25.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. 6. DEFAULT OF CONTRACTOR. a. The Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, the City shall have no obligation or duty to continue compensating contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the contractor. If such failure by the contractor to make progress in the perfmTnance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default. b. If the City Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 9. INDEMNIFICATION. The Contractor agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Contractor's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 10. UABIMTY INSURANCE. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, ils agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Uability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code I (any auto). (3) Worker's Compensation insurance as raquired by the State of California and Employer's Uability Insurance. Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident for bodily injury or disease. c. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. d. Verification of Coveraae. Contractor shall fumish the City with odginal endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Ail endorsements are to be received and approved by the C~ before work commences. e. Contractor, by executing this Agreement, hereby certifies: "1 am aware of the provision of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workman's Compensation or undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commenting the performance of the work of this Contract." 11. INDEPENDENT CONTRACTOR. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the sewices under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither the City nor any of its officers, employees or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Contractor shall not Incur or have the power to incur any debt, obligation or liability whatever against the City, or bind City in any manner. a. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, the City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. The City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES. The Contractor shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section. 13. CONTRACTOR'S INDEPENDENT INVESTIGATION. No plea of ignorance of conditions that exist or that may hereafter exist or of conditions of difficulties that may be encountered in the execution of the work under this Contract, as a result of failure to make the necessary independent examinations and investigations, and no plea of reliance on initial investigations or reports prepared by the City for purposes of letting this Contract out to proposal will be accepted as an excuse for any failure or omission on the part of the Contractor to fulfill in every detail all requirements of this Contract. Nor will such reasons be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time. 14. CONTRACTOR'S AFFIDAVIT. After the completion of the Work contemplated by this Contract, Contractor shall file with the City Manager his affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors on the Work have been paid in full, and that there are no claims outstanding against the project for either labor or materials, except certain items, If any, to be set forth in an affidavit coveting disputed claims or items in connection with a Stop Notice which has been tiled under the provisions of the laws of the State of California. 15. PROHIBITED INTEREST. No member, officer, or employee of the City of Temecula or of a local public body shall have any interest, direct or indirect, in the contract of the proceeds thereof during his/her tenure or for one year thereafter. Furthermore, the contractor covenants and agrees to their knowledge that no beard member, officer or employee of the City of Temecula has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the City of Temecula, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made, in writing, to the other party or parties, even if such Interest would not be considered a conflict of interest under Article 4 (commencing with Section 1090) or Article 4.6 (commencing with Section 1220) of Division 4 of Title I of the Government Code of the State of CalIfornia. '16. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent Investigation of any and all facts such party deems material. t7. BOOKS AND RECORDS. Contractor's books, records, and plans or such part thereof as may be engaged in the performance of this Contract, shall at all reasonable times be subject to Inspection and audit by any authorized representative of the City. 18. DISCRIMINATION. Contractor raprasents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap. 19. WRITTEN NOTICE. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice: To City: City of Temecula 43200 Business Park Drive Temecula, Califomia 92590 Attention: City Manager To Contractor: Diversified Protection Systems 1241 North Barsten Way Anaheim, Ca. 92806 20. ASSIGNMENT. The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. 21. LICENSES. At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 22. GOVERNING LAW. The District and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City of Temecula. 23. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All pdor or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 24. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. IIII IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA BY: Jeff Stone, Mayor Attest: Susan W. Jones, CMC, City Clerk Approved As to Form: Peter M. Thorson, City Attomey Diversified Protection sYStems, Inc. t241 North Bamten Way Anaheim, Ca. 92806 Name: Title: By: Name: T'~le: (Two Signatures' Required for Corporations) Exhibit A Work to be performed will be as outlined in the attached Scope of Work items #1 and #2 both dated February 3, 2003. February 3, 2003 Mr. Tim Thomon IT Director City of Temecula 43200 Business Park Drive P.O. Box 9033 Temecula, CA Dear Mr. Thorson: Below is Diversified Protection Systems, Inc. (DPSI) proposal for the above referenced job you've requested. Two (2) Lieber~ Model BU067A-CAEI Challenger 3000 Environrnental Conlrol Systems: Nominal 5 ton Upllow System, 59,000 BTU (Sensible Cooling), Total at 72°F, 45% RH, 230 Volts, 3 Phase, 60 Hz. Two (2) Non-Standard Ambient Fan Speed Control Condensers Model CSF155, 230 Volts, 3 Phase, 60 Hz. (Am~ent ~ng 120° D~greas). System Accessories: · Advanced Microprocesser-Based T~mporatum and Humidity Controls · Audible and Visual Alarms · Fec~ Balanced Evapr., u[~a- Moler & Blower Package · Display Languageis English · Scroll Compressor · Electric Reheat · Infrared w/Autoflush Humidifier · Locking Disconnect Switx::h · Condensate Pump- Single Float · 2" 20% Filter Package · 1.5 HP Motor · Plenum wl~ 3 Way Distribution · Cmnkcasa Heatem · Hot Gas Bypass · Unit Color:. Z-0430 Sen, ice Include: · One year parts & 90 day labor wananty · Factory supervised warranty inspection and basic operator training · Wananty inspection start-up Installation Scope of Work: ,* Install two (2) new Liebert model BU067A-AAEI Challenger/3000 5-ton air-cooled floor mounted up- flow environmental control air conditioning units with Advanced microprocessor, reheat, humld'rfica0on, locking disconnect and condensate pump furnished by DPSL · Install two (2) new Uebert model CDF165L, 120F ambient condensers furnished by DPSI set on the existing roof platform as required. 1241 NORTH ~ARSTEN WAY 23380 CONNECTICUT STREET HAYWARD, CALIFORNIA 94545 Mr. Tim Thorson IT Director City of Temecula February 3, 2003 Page 2of 3 Installation Scope of Work (continued): · Furnish and install refrigerant DX hard drawn ACR copper piping with long radius ninety's fi.om the roof mounted condensers down to the floor mounted units set on Unistrut with Hydrazorb vibration clamps. ,, Furnish and inslall supply air ductwork fi.om Liebert units through the ceiling with motorized control dampers to four (4) ceiling supply diffusers as required. · Re-duct one (1) existing Carrier 5 ton split system unit for redundancy with two (2) coiling supply diffusers and one (1) return air grille as required. · Furnish and install condensate drain piping to spill at approved drain point. · Furnish and install cold water make-up piping from POC with backflow preventor to humidifier connection. · Check, test and start-up of Liebert units including R-22 refrigerant. · Mechanical permits. Electrical Scope of Work: · Provide and install (1) 200 amp breaker in the existing main electrical distribution section. · Provide and install conduit and wire from the existing main electrical room to the location of the new Panel NC in the expanded data center area. · Provided and install (1) new 42 circuit 120/208 225 amp panelboard in the proposed expanded area (Panel A/C). · Provide and install conduit and wire to accommodate the new 5 ton NC units located on opposite ends of the data confer. · Provide and install conduit and wire to accommodate the new rooftop condenser units located on the existing plaffoml. · ' Provide and install conduit and wire to accommodate the control circuit from the floor units to the rooftop condensers. · Provide and install conduit and wire to accommodate the interfaco with the existing emergency power off system, as well as the fire suppression panel. · Provide necessary permits and plans. Exclusions: · " Dp/wall patching or painting · / ~ng condi~ons that do not conform to current building ~ requirements. v' Demolition or installation of parlitions walls or intedor door assemblies. · / Stmotural upgrades that may be required for the Instsllafion of roof mounted equipment, if required. -/' Work during premium labor hours and holidays that would be required to.complete the project on an v' Special roofing requirements or special mounting platforms fro the rooftop condensera (if applicable). Note: v' Cooling requirements is based upon clients specifications of (60,000 - 70,000 BTU sensible cooling). 1241 NORTH BARSTEN WAY ANAHEIM, CALIFORNIA 92806 ; CA. LIC. # 703883 Mr, Tim Tho*son IT Director City of Temecula February 3, 2003 Page 3 of 3 Total Cost: $ 63,754.00 (Includes Tax & Freight) Upon receipt of a purchase order fi'om City of Temecula, DPSI will proceed with installation. We appreciate the oppo~lunity to serve you. Should you have any queslJons or if I can be of assistance, please do not hesitate to contact me. Sincerely, Diversified Protection Systems, Inc. Dennis Gee Account Manager Authorization: Customer Name Date P.O. Number 1241 NORTH BARSTEN WAY ANAHEIM, CALIFORNIA 92806 CA. LIC. # 703883 W~ WWW.DPS-SC.COM February 3,2003 Mr. Tim Thomon City of Temecula 43200 Business Park Drive P.O. Box 9033 Temecula, CA 92589-9033 City of Temecula Computer Room Expansion Dear Mr. Thorson: Diversified Protection Systems, Inc. is pleased to provide the following proposal for the referenced project. DPSI's proposal includes the design and installation of the following: (Based on information provided to DPSI) · Inergen Fire Suppreasioo and Detection system DPSI's proposal is based on meeting or exceeding the requlremeats of: · NFP^ 2001 and NFPA 72 current editions · California State Fire Marshall · Authority Having Jurisdiction Inemen Fire 8UDOresaion and Detection System Design and install an expansion of the leargen tiro suppression system with detection and alarms as The Inergen tim suppression system shall be expanded to incorporate the new area. The system will remain as a single zone of total flooding protection. · Zone 1 = Expansion 78 square feet with an 8'-8" t-bar ceiling. There is no access floor. The cross-zone detection or manual release station shall automatically release the suppression agent. Inargen cylinders to be floor mounted and installed within Ihe room it is protecting. The existing Ansu1442R releasing panel shall be used. New smoke detectors shall be added to the new area. Sensors will be at a oot-to-excead spacing of 250 feel Manual-pull and abort stations installed at each exit point of the protected area. Audible/visual alarms shall be Installed to meet NFPA and A.D.A. requirement. Key maintenance switches shall be installed for each zone of INERGEN. Diversified Protection Systems' proposal includes the following: ~' Design drawings and submittals to ~ Authority having Jurisdiction and the owner/contrector. Permit and plan check. Electflcal and mechanical installation as clarified below. Functional test for the Authority Having Jurisdiction. One-year warranty of the systems installed, (subject fo the terms and conditions of the warranty.) Integrity fan test of the Inergen protected room. Contacts in the Inargen panel for shutdown of HVAC, Emergency Power Shutoff; and alarm interface for the building alarm and building management systems. 1241 NORTH BARSTEN WAY TI'E~ 2 Mr. Tim Thoreon City of Temecula February 3, 2003 Page 2 of 3 Exclusions (Work to be completed By Others) ~, Any repaim or upgrades to the existing Inergen system. 120 VAC power supply to the Inargen control panel Interlock wiring, conduit and any other devices (dampam, relays, breakers, etc.) required for shutdown of HVAC and Emergency Power Shutoff. Connection to local or remote building fire alarm systems or listed central alarm station(s), including conduit, wire, modules, or any other devices. ~ Connection to Building Management System, including conduit, wire, modules, or any other devices. Y All work related to the Inergen Clean Agent Exhaust/Purge Systems, if required, ~- Painting of pipe, wails, ceilings, or wall patching necessary to comply with finish specification requirements. Any automatic door closures and door seals required for Inergen Clean Agent zone integrity. Any walls, or patching, or sealing required to seal the room for Inergen Clean Agent zone integrity. Any pressure venting, including dampers, conduit, wire, modules, or any other devices. Premium time labor for installation or testing. Pre-action piping, valves and switches Discharge testing. The proposed equipment shall include: Item Ionization Detectom Alarm Horn and Strobe assembly Alarm Strobe assembly Manual Pull Station Abort Station Keyed Maintenance Switch Inergen Cylinders (Factory Filled wi Inergen) Distribution Nozzles Base bid 1 1 1 1 1 1 1 1 Terms and Conditions: ~. This proposal is good for 30 days ~ the date of this proposal. )~ Work shall not be performed until a contract/purchase order has been received and approved by DPSI. ~ On projects requiring plan check and/or submittals, no work shall be performed until this office has received all approvals. The liability for any work requested prior to approvals shall be lite sole responsibility of the owner/company requesting said wink. ~. Invoicing shall be monthly, based on progress of labor and material. DPSI reserves the right to stop work when any invoice exceeds 30 days past due. ~' To insure against manufacturer's price Inoreasas and to avoid backorders, DPSI reserves the right to purchase the equipment within 30 days of the contract and submittal approval and to invoice the owner/contractor when the equipment is received whether or not it is delivered to the project site. ~, Disputed charges: The owner/contractor shall not retain any amount that exceeds the value of any disputed item including its labor. )~ Retention Is due and payable upon completion. > One pretest and one final inspection are included. Each additional inspection required, due to causes beyond DPSI's control, will be billed as an extra at $90.00/hour straight time, $130.O0/hour overtima and after hours, with a minimum of 4 hours, plus any additional city fees. 1241 NORTH BARSTEN WAY ANAHEIM, CALIFORNIA 92806 CA. MC. # 703883 Mr. Tim Thorson City of Temecula February 3, 2003 Page 3 of 3 Pricing: Base Option Installation of the Inergen tim suppression system expansion $11,985.00 If you should have any questions regarding this proposal please feel free to call me. Sincerely, Diversified Protection Systems, Inc. David Weiss Fire Protection Specialist CA, LIC. # 703883 23380 CONNECTICUT STREET HAYWARD, C~J.IFORNIA 94545 ITEM 5 APPROVAL /,~//, CITY ATTORNEY ~ FINANCE DIRECT0~_:=~[~__ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council ,Susan W. Jones, CMC, City Clerk February 11, 2003 Records Destruction Approval PREPARED BY: Gwyn R. Flores, Records Coordinator RECOMMENDATION: Approve the scheduled destruction of certain City records in accordance with the City of Temecula approved Records Retention Policy. BACKGROUND: On March 22, 1992, the City Council approved Resolution No. 92-17 which authorizes the destruction of certain City records which have become outdated, obsolete or are excess documents, in compliance with State of California Government Code, Sections 34090 through 34090.7. Attached Exhibit A, lists various records from the City Clerk Department and has been imaged and identified within Groups III, V, X, XIII and XV of the Records Retention Schedule. The imaging of these records complies with the requirements of Government Code Section 34090.5. Attached Exhibit B, lists various records from the Community Services Department and have been identified within Groups V and XII of the Records Retention Schedule. Attached Exhibit C, lists various records from the Human Resources Department and have been identified within Groups V of the Records Retention Schedule. Attached Exhibit D, lists various records from the Finance Department and has been imaged and identified within Groups XII of the Records Retention Schedule. The imaging of these records complies with the requirements of Government Code Section 34090.5. Attached Exhibit E, lists various records from the Building & Safety Depadment and has been imaged and identified within Groups IV of the Records Retention Schedule. The imaging of these records complies with the requirements of Government Code Section 34090.5. The City Attorney has reviewed this request and has signed the Exhibits, as provided for in Resolution No. 92- 17. ATTACHMENTS: Destruction of Records Request, City Clerk Department Exhibit A, List of Records recommended for destruction Destruction of Records Request, Community Services Department Exhibit B, List of Records recommend for destruction Destruction of Records Request, Human Resources Department Exhibit C, List of Records recommended for destruction Destruction of Records Request, Finance Department Exhibit D, List of Records recommended for destruction Destruction of Records Request, Building & Safety Department Exhibit E, List of Records recommended for destruction TO: FROM: DATE: SUBJECT: Susan W. Jones, CMC, City Clerk Gwyn R. Flores, Records Coordinator February 11, 2003 Request for Destruction of Records Attached "Exhibit A" is a listing of records maintained in the City's City Clerk Department. These documents have been identified in various Retention Groups (list attached) and are eligible for destruction in accordance with the City of Temecula's approved Retention Policy as outlined in "Exhibit 1", Schedule A, of Resolution No. 92-17. The undersigned have reviewed and approved this destruction request. Pursuant to the requirements of Government Code Section 34090.5, I hereby give my consent to the destruction of records under the direction of the City Clerk pursuant to the City of Temecula's adopted Destruction of Obsolete Records Policy. APPROVED: ~ Department Head://' ~CMC, ?ty C,erk APPROVED: City Attorney: R:\forms\destmct.rqs EXHIBIT "A" CITY OF TEMECULA CITY CLERK DEPARTMENT RECORDS MANAGEMENT DESTRUCTION FILE REPORT Document Date Item Brief File Reference# Storage Media Reference Reference Description Security Class Storage Location 120 1997-2000 N/A Back Up Tapes Group V N/A 120 98/99 701-02 City Council Group III LaserFiche Agendas 120 98/99 701-23 Planning Group Ill LaserFiche Commission Agendas 120 98199 701-23 Community Services Group III LaserFiche Commission Agendas 120 98~99 701-23 Public Traffic Safety Group III LaserFiche Commission Agendas 120 1992-1999 701-23 Old Town Local Group III LaserFiche Review Board Agendas 120 98/99 701-23 OIdTown Group III LaserFiche Redevelopment Advisory Committee 120 1997-1998 305-10 Certificates of Group V N/A Insurance 120 89/90 1503-06 League of California Group XIII N/A Correspondence 120 1989-2000 1506-02 Council Greup XIII N/A Reorganizations - Other Cities 120 1999-2000 402-02 Daily Cash Receipts Group Xlll N/A 120 1997-1999 401~13 List of Demands Group Xltl N/A 120 1997-2000 703-01 Requests for Group X N/A Records 120 1990-1995 704-13 Claim Files Group XV N/A 120 97198 601-03 Bid Files Group XV N/A 02/11/03 CC Desmaction Page 1 of 1 CITY OF TEMECULA Records for Destruction City Council Aqendas January 13, 1998 March 14, 1998 April 21, 1998 June 11, 1998 July 28, 1998 September 22, 1998 November 3, 1998 December 8, 1998 January 21, 1999 February 23, 1999 April 20, 1999 June 10, 1999 July t3, 1999 September 14, 1999 November 9, 1999 December 14, 1999 January 27, 1998 March 17, 1998 April 28, 1998 June 16, 1998 August 11, 1998 September 29, 1998 November 10, 1998 December 3, 1998 January 26, 1999 March 2, 1999 May 11, 1999 June 15, 1999 July 27, 1999 September 28, 1999 November 16, 1999 February 10, 1998 March 31, 1998 May 12, 1998 June 23, 1998 August 25, 1998 October 13, 1998 November 17, 1998 December 15, 1998 February 9, 1999 March 23, 1999 May 25, 1999 June 22, 1999 August 10, 1999 October 5, 1999 November 22, 1999 Planninq Commission January 5, 1998 April 1, 1998 June 3, 1998 August 5, 1998 October 21, 1998 January 6, 1999 March 17, 1999 June 2, 1999 July 21, 1999 September 15, 1999 November 3, 1999 February 2, 1998 April 15, 1998 June 17, 1998 August 19, 1998 November 4, 1998 February 3, 1999 April 7, 1999 June 16, 1999 August 4, 1999 September 29, 1999 November 17, 1999 February 23, 1998 May 6, 1998 July 1, 1998 September 2, 1998 November 18, 1998 February 17, 1999 April 21, 1999 June 30, 1999 August 18, 1999 October 6, 1999 December 8, 1999 Community Services Commission February 24, 1998 April 14, 1998 May 26, 1998 July 14, 1998 September 8, 1998 October 27, 1998 November 24, 1998 January 12, 1999 February 18, 1999 April 13, 1999 June 8, 1999 June 29, 1999 August 24, 1999 October 19, 1999 December 7, 1999 March 2, 1998 May 20, 1998 July 15, 1998 October 7, 1998 December 2, 1998 March 3, 1999 May 19, 1999 July 7, 1999 September 1, 1999 October 20, 1999 December 15, 1999 January 9, 1998 January 12, 1998 February 9, 1998 March 9, 1998 April 13, 1998 May 11, 1998 June 8, 1998 July 13, 1998 September 14, 1998 October 12, 1998 November 9, 1998 November 23, 1998 December 14, 1998 January 11, 1999 January22, 1999 February 8, 1999 March 8, 1999 · April 12, 1999 May 10, 1999 June 7, 1999 June 14, 1999 July 12, 1999 August 9, 1999 September 13, 1999 October 11, 1999 November 8, 1999 May 14, 1998 November 12, 1998 March 11, 1999 May 13, 1999 July 22, 1999 October 28, 1999 Public Traffic Safety Commission January 15, 1998 March 12, 1998 September 10, 1998 October 8, 1998 January 14, 1999 February 11,1999 April 15, 1999 April 29, 1999 June 24, 1999 July 8, 1999 September 9, 1999 October 14, 1999 December 9, 1999 July 9, 1998 December 10, 1998 March 25, 1999 June 3, 1999 August 26, 1999 November 18, 1999 Records Storage - Destruction Memo Old Town Local Review Board January 13, 1992 May 11, 1992 September 14, 1992 January 11, 1993 May 10, 1993 October 11, 1993 February 14, 1994 June 13, 1994 October 10, 1994 February 13, 1995 June 12, 1995 September 11, 1995 November 13, 1995 January 13, 1996 April 8, 1996 July 8, 1996 October 14, 1996 February 10, 1997 June 9, 1997 October 13, 1997 February 9, 1998 May 11, 1998 November 9, 1998 March 8, 1999 July 12, 1999 November 1,1999 February 10, 1992 June 8, 1992 October 12, 1992 February 8, 1993 July 12, 1993 November 8, 1993 March 14, 1994 July 11, 1994 November 14, 1994 March 13, 1995 June 29, 1995 September 27, 1995 November 20, 1995 February 12, 1996 May 13, 1996 July 18, 1996 November 18, 1996 March 31, 1997 July 14, 1997 November 10, 1997 March 9, 1998 June 8, 1998 December 14, 1998 April 12, 1999 August 16, 1999 November 8, 1999 March 9, 1992 July 13, 1992 November 9, 1992 March 8, 1993 August 9, 1993 December 13, 1993 April 11, 1994 August 8, 1994 December 12, 1994 April 10, 1995 July 10, 1995 October 9, 1995 December 11, 1995 February 27, 1996 June 10, 1996 August 12, 1996 December 2, 1996 April 14, 1997 August 11, 1997 December 8, 1997 March 31, 1998 July 13, 1998 January 11, 1999 May 10, 1999 September 13, 1999 November 9, 1999 April 13, 1992 August 10, 1992 December 14, 1992 April 12, 1993 September 13, 1993 January 10, 1994 May 9, 1994 September 12, 1994 January 9, 1995 May 8, 1995 August 14, 1995 November 1, 1995 January 8, 1996 March 11, 1996 June 17, 1996 September 9, 1996 January 13, 1997 May 12, 1997 September 8, 1997 January 12, 1998 April 13, 1998 October 12, 1998 February 8, 1999 June 14, 1999 October 11, 1999 December 13, 1999 Old Town Redevelopment Advisory Committee February 3, 1998 October 6, 1998 March 3, 1998 April 7, 1998 December 1, 1998 February 2, 1999 June 2, 1998 March 2, 1999 Certificates of Insurance 1997-1998 Leaque of California Correspondence 1989-1990 Council Reorqanizations - Other Cities 1989-2000 Daily Cash Receipts 1999-2000 Listof Demands 1997-1999 Requestfor Records 1997-2000 Records Storage - Destruction Memo City of Temecula List of Claims (704-13) # NAME 90-010 L. Millikin 90-011 B. Millikin 90-012 C. Harvell 91-013 G. Turkman¥ 91-014 C. Finelli 91-015 Kekel LaPierre 91-016 B. McKernon 91-017 D. Florentin 91-018 Kaufman & Broad 91-019 State Farm Mutual Auto Ins. Re: James Forsyth 91-020 Lisa Swickla 91-021 So. CA Gas Company 91-022 Greg/Kiefer Baker James & Won~l Eisa 91-023 Alan M. Winkelstein 91-024 Darlene Vangalis 91-025 Lake Village Community Assoc. 91-026 Rachel R. Rowden 92-027 Michelle Terrazas 92-028 Michael, William & Leila Peruchetti 92-029 Carol Modaffare 92-030 Stanley Gray 92-031 Darla Kay Kelsey 92-032 Ralph L. Brownell 92-033 Isaac Lettich 92-034 Paul-John Piedmont 92-035 Thomas E. & Pamela Spangler 92-036 Ray Gillespie 92-037 David Gardner 92-038 Ernie, Lane & Christi Van Hemert 92-039 Edward L. Cervera Records Storage - Claims Destruction 2002 1 92-040 Samuel J. Fair 92-041 Rodney Lloyd Williams 92-042 Ronald Coleman & Templeton Elisha 92-043 Taylor Woodrow Homes 92-044 Deanna Sylvia 92-045 Nissan Motor c/o Mark V. Berry 93-046 Cynthia Castillo 93-047 Dennis, Perazza & Roseann Wise 93-048 Trina R. Weisfeld 93-049 Mary T. Tucker 93-050 Mary Beth FiLardi 93-051 Anna Marie Lapierre 93-052 Toady M. Kloos 93-053 Motivational Systems Inc. (David D. Cowan, V.P.R.M.O.) 93-054 Barry David Sackin 93-055 Jack Shuman 93-056 Celtic Construction 93-057 Mary M. Cox 93-058 Rancon Commeme Cer~ter, Phases 2,3 & 4 c/o Equity Management 93-059 Paul David Tomlinson 93-060 Sven & Karen Alwerud 93-061 Mary Stewart & Giant Computer Business Centers 93-062 Linda Mutzi~ler 93-063 Charles & Sharon Miller 93-064 F. Philippa Riha 93-065 Ronald L. Smith 93-066 Craig & Linda Majewski 93-067 Richard Coleman dba Temecula Door & Trim c/o Kevin J. Croswell 93-068 Southern California Gas Company 93-069 Peg~ly-Carole Ga~lnon 93-070 Ome~la Print 93-071 Southern California Edison Company 93-072 John L. Ammons 93-073 James Kennington Records Storage - Claims Destruction 2002 2 93-074 Janet J. Spivey 93-075 Linda Bullard 93-076 Ralph S. Kirsch 93-077 Jose Mojica 93-078 not used 93-079 Rocky Mountain House 93-080 Temecula Market 93-081 Indian Family 93-082 Chemicon 93-083 Country Seller 93-084 Dos Picos 93-085 Floor Coverings Specialists 93-086 Texas Lil's Corporation 93-087 20th Century Antiques 93-088 999, Inc. 93-089 Becket Fine Art 93-090 Rancho Commerce Self Storage & Albert W. Seebur~]er 93-091 Deborah J. Bohorquez 93-092 Eulalia B. Morales Garcia 93-093 Tonya Bi~lpond 93-094 Ramtek Contractors, Inc. 93-095 E.L. Yeager Construction Company Inc. 93-096 Jim and Barbara Hammonds (State Farm Ins.) 93-097 Martha L. Samburn 93-098 Southern California Edison 93-099 Southern California Edison 93-100 20th Century (Robert Tessier) 93-101 Peter Nguyen 93-102 Adrian Alex Gonzalez 93-103 Southern California Edison - Ynez Rd., c/o Solana 93-104 Joseph Jancar 93-105 Christen Curry 93-106 James J. Thompson 93-107 Richard and Linda Mask 93-108 Teresa & Shane Cuccia Records Storage - Claims Destruction 2002 3 93-109 Scott/Weissker Anderson, Herman/GTE 94-110 Ralph F./Martin, John F. Meinhardt 94-111 Geri J. Kemp-Cole 94-112 John R. Mittelman 94-113 Equity Management, Inc. 94-114 Wayne B./Martin John F. Cobb 94-115 Joseph J. Orso, Jr. 94-116 Sandra L. Richter 94-117 Judith F. Hubler 94-018 Lois Bolt 94-119 California Landscape, Inc. dba Oakridge Landscape & Irrigation 94-120 Rancon Realty Fund I c/o Stephen V. Lopardo 94-121 Andrew W. Wright c/o Robert A. Alexander, Jr. 94-122 KRDC, Inc. 94-123 Seeburger v Riverside County Flood Control 94-124 Rancon Commerce Center, Phases 2, 3 & 4, Inc. 94-125 Victor Varela 94-126 Harald Hublik 94-127 KRDC, Inc. 94-128 Ardith Hope DeSmith 94-129 Kemper Community Development 94-130 KRDC, Inc. Kemper Real Estate Management Co. & Rancho CA Development Co. 94-131 Campos Salvador Duarte 94-132 Old Vail Partners 94-133 Rancho California Water District (Indian Child Welfare) 94-134 Rancho California Water District (Rancon Commerce Center) 94-135 Rancho California Water District (Seeburger-Rancon) 94-136 Robert A. Coffman 94-137 Joan M. Verner 94-138 James Griffin Records Storage - Claims Destruction 2002 4 94-139 Vance Corporation 94-140 I.inda Lamar Callahan 94-141 Tom Hamada 95-142 Jose Nicolas Savinovich 95-143 Charles & Sharon Miller 95-144 William & Fe Ferebee 95-145 Roland J. Addison II 95-146 Wayne E. Elder II 95-147 GTE California Incorporated 95-148 So. Ca Edison Company 95-149 Jori C. Martin 95-150 Thomas J. Donahey 95-151 AAA (Kenneth L. Jr. & Rebecca Suffridge) 95-152 GTE California Incorporated 95-153 Strachota Insurance & Robert Hemme 95-154 Michael Augustine 95-155 Mi~ton Kerfoot 95-156 Jose H. Moran 95-157 Tony Brown & Patricia A. Brown 95-158 Jennifer Robertson Inman, Anthony Inman & Andrea Strategos 95-159 Ralph H. Tannyhill 95-160 Jack Hudson 95-161 Justin Mitchell 95-162 Donna Humphreys 95-163 Darlene Kincaid 95-164 Geico Insurance for Karen Ortega 95-165 Michael A. Matthews 95-166 Robert Lord Records Storage - Claims Destruction 2002 5 1997 BID FILES 97-01 Job 96-97-12 Street Maintenance, 30195 Ynez Road - Southbound 97-02 PW95-16A Rancho California Road Bridge from East of 1-15 Northbound Ramps to West of I-15 Southbound On/Off Ramps 97-03 Project No. PW95-28 FY95/96 Pavement Management System 97-04 Publication of Legal Notices 97-05 FY96-97 Street Striping Program PW97-01 97-06 Acoustical Panels - CRC Gym PW96-16CSD 97-07 Street Maintenance S of 28781 Front Street #96~97-13 97-08 PW96-97-14 Santiago between Vallejo Ave. & John Warner Rd. from dirt road to natural drainage course 97-09 PW96-97-15 Jedediah Smith Rd. At Calle De Velardo 97-10 PW96-97-16 Via Lobo West of Nicolas Rd. - Via Lobo Channel 97-11 PW96-17 Traffic Signa~ Installation at State Route 79S & Bedford Court 97-12 #96-97-17 Street Maintenance1) Pala Rd. - Clubhouse Dr. to Masters Drive2) La Paz St. - Ynez Road to Vallejo Avenue3) Calle Pina Colada - Via Norte to North General Kearney 97-13 PW95-16 Traffic Signal Intemonnect, Phase 2 97-14 PW97-11 Citywide A.C. Street Repairs FY97-98 97-15 PW97-12 Citywide P.C.C. Repair Program FY97-98 97-16 PW97-98-01 Street Maintenance Quote 97-17 PW97-13 Slurry Seal Project FY97-98 97-18 PW97-09CSD ADA Improvement Project 97-19 PW95-12 Rancho California Road at 1-15 Bridge Widening & Northbound Ramp Improvements 97-20 PW97-14 Traffic Signal at Margarita Road & Yukon Road-Honors Drive 97-21 Job Order #97-98-004 Street Maintenance Rainbow Canyon Road from Country Club Drive to City Limits 97-22 Job Order #97-98-005 Street Maintenance Santiago Road between John Warner and Vallejo Avenue 97-23 Job Order #97-98-006 Street Maintenance - Jedediah Smith Rd at Calle De Velardo 97-24 Work Order Request #97-98-007 Rainbow Canyon Rd. 97-25 Work Order Request #97-08-008 Citywide P.C.C. Repairs 97-26 Street Striping Program #PW 97-28 97-27 Margarita Community Park #PW95-19CSD Records Storage - Bid File Destruction 2002 1 97-28 Winchester Creek Park #PW97-10CSD 97-29 Street Maintenance - Walcott Lane, 97-98-002 97-30 Street Maintenance - Walcott Lane and Klarer Lane, 97-98-003 1998 BID FILES 98-01 Traffic Signal Install. Pauba Rd. at Fire Station 84 PW97-26 98-02 Traffic Signal Install. R.C. Rd. at Meadows Pkwy. PW97-23 98-03 Traffic Signal Install. Pala Rd. at Rainbow Canyon Rd. PW97-27 98-04 Cosmic Dr and Agena St Sidewalk Improvement Project No. 6 - PW97-02 98-05 Community Recreation Center Gymnasium Cooling System - PW97-22CSD 98-06 Traffic Signal Installation - Margarita Road at Santiago Road PW97-24 98-07 Old Town Streetscape Project PW97-05 98-08 Right of Way Tree Trimming FY97-98-01 98-09 Street Maintenance Quote #97-98-009 98-10 Street Maintenance Quote #97-98-010 98-11 Flashing Beacons at various locations PW96-18 98-12 Margarita Road Storm Drain PW97-07 98-13 Duck Pond Improvement Project PW97-17CSD 98-14 Winchester @ 15 Off-Ramp Widening PW97-03 98-15 Median Islands on Winchester Road W/O Jefferson Avenue - PW97-21 98-16 Winchester Road Sidewalk Project PW97-19 98-17 Work Order Request- Street Maintenance Quote#98-99-03 98-18 Margarita Road Sidewalks at Sports Park PW97-16 98-19 Overland Drive Overcrossing @ I-15 PW95-11 98-20 Traffic Signal Installation @ Rancho California Road & Via Las Colinas PW97-29 98-21 Work Order Request-Pile Driving @ 26531 Ynez Rd. Quote #98-99/04 98-22 Work Order Request-Vibratory Roller at 26531 Ynez Rd Quote #98-99/05 98-23 Right-of-Way Tree Trimming FY98-99-01 98-24 Margarita Road/Overland Drive & Long Canyon Wash Improvements PW97-07 98-25 Winchester Road & Ynez Road Street Widening - PW97-06 98-26 Tennis Court Lighting at Temecula Valley High School - PW98-10 98-27 City Hall Remodel Project - 1998 Records Storage - Bid File Destruction 2002 2 TO: FROM: DATE: SUBJECT: Susan W. Jones, CMC, City Clerk Gwyn R. Flores, Records Coordinator February 11, 2003 Request for Destruction of Records Attached "Exhibit B" is a listing of records maintained in the City's Community Services Department. These documents have been identified in various Retention Groups (list attached) and are eligible for destruction in accordance with the City of Temecula's approved Retention Policy as outlined in "Exhibit 1", Schedule A, of Resolution No. 92-17. The undersigned have reviewed and approved this destruction request. Pursuant to the requirements of Government Code Section 34090.5, I hereby give my consent to the destruction of records under the direction of the City Clerk pursuant to the City of Temecula's adopted Destruction of Obsolete Records Policy. APPROVED: ~ ~ Department Head: -'==~-C~~-'~. ~ ~ '"-'-,,._- Herraan Parker, Director of Community Services Date I APPROVED: City Attorney: R:\forms\destxuct.rqs EXHIBIT "B" CITY OF TEMECULA COMMUNITY SERVICES DEPARTMENT RECORDS MANAGEMENT DESTRUCTION FILE REPORT Document Date Item Brief File Reference# Storage Media Reference Reference Description Security Class Storage Location 190 1991-1993 601-15 RFQ's Group V N/A Box #7 190 1996 601-15 RFP's Group V N/A Box #9 190 1994/1996 601-15 RFQ's/RFP's GmupV N/A Box #10 190 1996 601-15 RFP's Group V N/A Box #11 190 1998 60t-15 RFP's Group V N/A Box #13 190 96/97 602-02 Contract Group XIII N/A Correspondence Box #17 190 2000 601-15 RFQ's Group V N/A Box #19 190 96/01 601-15 RFP's Group V N/A Box #27 190 99-01 402-02 Chapel Receipts Group V N/A Box #27 190 99-01 1130-04 Council Chamber Group V N/A Use Permits Box #27 190 95-98 101-01 Chron Files Group XIII N/A 190 98-01 N/A Furniture Deliver7 Group XIII N/A Tickets 02/I 1/03 CSD Destruction Page 1 of I TO: FROM: DATE: SUBJECT: Susan W. Jones, CMC, City Clerk Gwyn R. Flores, Records Coordinator February 11, 2003 Request for Destruction of Records Attached "Exhibit C" is a listing of records maintained in the City's Human Resoumes Department. These documents have been identified in Retention Group V (list attached) and are eligible for destruction in accordance with the City of Temecula's approved Retention Policy as outlined in "Exhibit 1", Schedule A, of Resolution No. 92-17. The undersigned have reviewed and approved this destruction request. Pursuant to the requirements of Government Code Section 34090.5, I hereby give my consent to the destruction of records under the direction of the City Clerk pursuant to the City of Temecula's adopted Destruction of Obsolete Records Policy. APPROVED: DepartmentHead: APPROVED: City Attomey: Gr~of Human Resources Date Pete~ Date R:\ forms\dest~ruct.rqs EXHIBIT "C" CITY OF TEMECULA RECORDS MANAGEMENT DESTRUCTION FILE REPORT Document Date item Brief File Reference# Storage Media Reference Reference Description Security Class Storage Location 150 1996 505-06 Recruitments Group V N/A Box #1 150 1996 505-06 Recruitments Group V N/A Box #2 150 1995 505-06 Recruitments Group V N/A Box ~ 150 1995/1996 501-01 Terminated Group V N/A Personnel Box ~ 150 1995/1996 501-01 Terminated GroupV N/A Personnel Box ~5 150 1994-1996 501-01 Terminated Group V N/A Personnel Box ~ i 50 1998 505-06 Recruitments Group V N/A Box #7 150 1998 505-06 Recruitments Group V N/A Box ~ 150 199711998 505-06 Recruitments GroupV N/A Box ~ 150 1997 505-06 Recruitments Group V N/A Box #10 150 1997 505-06 Recruitments Group V N/A Box #11 150 1997 505-06 Recruitments Group V N/A Box #12 150 1999 505-06 Recruitments Group V N/A Box #14 150 1999 505-06 Recruitments Group V N/A Box #15 150 1999 505-06 Recruitments Group V N/A Box #16 150 1995-1999 501-01 Terminated Group V N/A HR Destruction Page I of 2 Personnel Box #17 150 1995-1999 501-01 Terminated GroupV N/A Personnel Box #18 150 1995-1999 501-01 Terminated Group V N/A Personnel Box #19 150 1990-1994 501-01 Terminated Group V N/A Personnel HR Destxuction Page 2 of 2 TO: FROM: DATE: SUBJECT: Susan W. Jones, CMC, City Clerk Gwyn R. Flores, Records Coordinator February 11, 2003 Request for Destruction of Records Attached "Exhibit D" is a listing of records maintained in the City's Finance Department. The documents identified in Group XII have been imaged into the City's LaserFiche Imaging System and are eligible for destruction in accordance with the City of Temecula's approved Retention Policy as outlined in "Exhibit 1", Schedule A, of Resolution No. 92-17. The undersigned have reviewed and approved this destruction request. Pursuant to the requirements of Government Code Section 34090.5, I hereby give my consent to the destruction of records under the direction of the City Clerk pursuant to the City of Temecula's adopted Destruction of Obsolete Records Policy. APPROVED: Department Head: APPROVED: City Attorney: Date~/ R:\forms\destmct.rqs EXHIBIT "D" CITY OF TEMECULA RECORDS MANAGEMENT DESTRUCTION FILE REPORT Document Date Item Brief File Reference~ Storage Media Reference Reference Description Security Class Storage Location 140 98/99 401-06 Accounts Payable Group XII LaserFiche Boxes 285-301 02/11/03 Finance Destruction Page I of I TO: FROM: DATE: SUBJECT: Susan W. Jones, CMC, City Clerk Gwyn R. Flores, Records Coordinator February 11, 2003 Request for Destruction of Records Attached "Exhibit E" is a listing of records maintained in the City's Building and Safety Department. These documents have been identified in Retention Group IV (list attached) and has been imaged into the City's LaserFiche Imaging System and are eligible for destruction in accordance with the City of Temecula's approved Retention Policy as outlined in "Exhibit 1", Schedule A, of Resolution No. 92-17. The imaging of these records complies with the requirements of Government Code Section 34090.5. The undersigned have reviewed and approved this destruction request. Pursuant to the requirements of Government Code Section 34090.5, I hereby give my consent to the destruction of records under the direction of the City Clerk pursuant to the City of Temecula's adopted Destruction of Obsolete Records Policy. Department Head:-'""~ //...~' '-'""~ Tony ~lmo,~Director of Building & Safety Date APPROVED: City Attomey: EXHIBIT "E" CITY OF TEMECULA BUILDING & SAFETY DEPARTMENT RECORDS MANAGEMENT DESTRUCTION FILE REPORT Document Date Item Brief File Reference# Storage Media Reference Reference Description Secudty Class Storage Location 162 Various Building Building Plans 401-02JGroup IV LaserFiche Plans (See Attached List) 162 Various Boxes 34-57 Residential & 805-07 LaserFiche Commemial Building Permits (See Attached List) 02/11/03 BS Des'auction Page 1 of 1 31469 Loma Linda rd 31475 Loma Linda rd 31481 Loma Linda rd 31484 Loma Linda rd 31487 Loma Linda rd 31490 Loma Linda rd 31493 Loma Linda rd 31496 Loma Linda rd 31499 Loma Linda rd 31505 Loma Linda rd 31511 Loma Linda rd 31517 Loma Linda rd 31523 Loma Linda rd 31529 Loma Linda rd 31532 Loma Linda rd 31535 Loma Linda rd 31538 Loma Linda rd 31541 Loma Linda rd 31544 Loma Linda rd 31547 Loma Linda rd 31550 Loma Linda rd 31553 Loma Linda rd 31556 Loma Linda rd 31559 Loma Linda rd 31562 Loma Linda rd 31565 Loma Linda rd 31568 Loma Linda rd 31574 Loma Linda dr 31579 Loma Linda rd 31580 Loma Linda rd 31586 Loma Linda rd 31589 Loma Linda rd 31592 Loma Linda rd 31598 Loma Linda rd 31604 Loma Linda rd 31607 Loma Linda rd 31610 Loma Linda rd 31613 Loma Linda rd 31616 Loma Linda rd 31619 Loma Linda rd 31622 Loma Linda rd 31625 Loma Linda rd 31628 Loma Linda rd 31631 Loma Linda rd 31634 Loma Linda rd 31637 Loma Linda rd 31457 Loma Linda rd 31463 Loma Linda rd 31640 Loma Linda rd 31646 Loma Linda rd 31649 Loma Linda rd 31652 Loma Linda rd 31655 Loma Linda rd 31658 Loma Linda rd 31661 Loma Linda rd 31664 Loma Linda rd 31667 Loma Linda rd 31670 Loma Linda rd 31673 Loma Linda rd 31676 Loma Linda rd 31679 Loma Linda rd 31682 Loma Linda rd 31685 Loma Linda rd 31688 Loma Linda rd 31691 Loma Linda rd 31694 Loma Linda rd 31697 Loma Linda rd 31700 Loma Linda rd 31703 Loma Linda rd 31706 Loma Linda rd 31712 Loma Linda rd 31715 Loma Linda rd 31718 Loma Linda rd 31724 Loma Linda rd 31729 Loma Linda rd 31730 Loma Linda rd 31735 Loma Linda rd 31741 Loma Linda rd 31742 Loma Linda rd 31746 Loma Linda rd 31747 Loma Linda rd 31750 Loma Linda rd 31753 Loma Linda rd 31756 Loma Linda rd 31759 Loma Linda rd 31762 Loma Linda rd 31765 Loma Linda rd 31768 Loma Linda rd 31771 Loma Linda rd 31774 Loma Linda rd 31777 Loma Linda rd 31780 Loma Linda rd 31783 Loma Linda rd 31786 Loma Linda rd 31789 Loma Linda rd 31795 Loma Linda rd 45375 Loma Linda rd 45781 Loma Linda rd 42681 Loma Portola dr 42701 Loma Portola dr 39420 Long Ridge dr 39442 Long Ridge dr 38556 Long Ridge dr 39546 Long Ridge dr 39592 Long Ridge dr 39624 Long Ridge dr 39640 Long Ridge dr 39657 Long Ridge dr 39657 Long Ridge dr 29888 Long Vale ct 30262 Long Valley dr 30272 Long Valley dr 30282 Long Valley dr 30292 Long Valley dr 30302 Long Valley dr 30312 Long Valley dr 29840 Los Nogales 29881 Los Nogales 29930 Los Nogales 29935 Los Nogales 29955 Los Nogales 29981 Los Nogales 30021 Los Nogales 30041 Los Nogales 30065 Los Nogales 30028 Los Nogales 41480 Luz del Sol 41481 Luz del Sol 41481 Luz del Sol 32396 Magneta ct 32397Magenta ct 32402 Magenta ct 32403 Magenta ct 32411 Magneta ct 32412 Magenta ct 32415 Magenta ct 32418 Magenta ct 32421 Magenta ct 32430 Magenta ct 32431 Magenta ct 32440 Magneta ct 32450 Magenta ct 32441 Magenta ct 32460 Magenta ct 32451 Magneta ct 32461 Magneta ct 32466 Magenta ct 45335 Maguey ct 45338 Maguey ct 45339 Maguey ct 45342 Maguey ct 45343 Maguey ct 45346 Maguey ct 45347 Maguey ct 27118 Majello ct 27126 Majello ct 27138 Majello ct 27146 Majello ct 27147 Majello ct 27152 Majello ct 43395 Manzano dr 43466 Manzano dr 43544 Manzano dr 43572 Manzano dr 43665 Manzano dr 41955 Margarita rd 42690 Margarita rd 4701 Manzano ct 43730 Manzano ct 29730 Marhill cr 29731 Marhill cr 29742 Marhill cr 29743 Marhill cr 29754 Marhill cr 29755 Marhill cr 29766 Marhill cr 29767 Marhill cr 29778 Marhill cr 29779 Marhill cr 29790 Marhill cr 29791 Marhill cr 29802 Marhill cr 29803 Marhill cr 29814 Marhill cr 29815 Marhill cr 27491 Marian rd 27593 Marian rd 27494 Marian rd 27497 Marian rd 27503 Marian rd 27509 Marian rd 27515 Marian rd 27521 Marian rd 27527 Marian rd 27533 Marian rd 27539 Marian rd 27545 Marian rd 27551 Marian rd 27557 Marian rd 27563 Marian rd 27569 Marian rd 27575 Marian rd 27581 Marian rd 27587 Marian rd 27593 Marian rd 27599 Marian rd 27605 Marian rd 27610 Marian rd 27611 Marian rd 27617 Marian rd 31110 Mariposa pi 31174 Mariposa pi 31177 Mariposa pi 41819 Marwood cr 41820 Marwood cr 41827 Marwood cr 41831 Marwood cr 41832 Marwood cr 41843 Marwood cr 41844 Marwood cr 41852 Marwood cr 41855 Marwood cr 42368 Marquez ct 30837 Mashie wy 30845 Mashie wy 30853 Mashie wy 30861 Mashie wy 30869 Mashie wy 30887 Mashie wy 30884 Mashie wy 30885 Mashie wy 30892 Mashie wy 30893 Mashie wy 30900 Mashie wy 30908 Mashie wy 30909 Mashie wy 30909 Mashie wy 30916 Mashie wy 30916 Mashie wy 30917 Mashie wy 30924 Mashie wy 30925 Mashie wy 30933 Mashie wy 30932 Mashie wy 30941 Mashie wy 30949 Mashie wy 30950 Mashie wy 30957 Mashie wy 30958 Mashie wy 30965 Mashie wy 30972 Mashie wy 30973 Mashie wy 30981 Mashie wy Box 35 31422 Inverness Ct 31404 Inverness Ct 31370 Inverness Ct 30570 Iron Bark Ct 30557 Iron Bark Ct 30551 Iron Bark Ct 30546 Iron Bark Ct 30545 Iron Bark Ct 30540 Iron Bark Ct 30539 Iron Bark Ct 30533 Iron Bark Ct 30516 Iron Bark Ct 30509 Iron Bark Ct 30503 Iron Bark Ct 30498 Iron Bark Ct 30491 Iron Bark Ct 30486 Iron Bark Ct 30480 Iron Bark Ct 30473 Iron Bark Ct 31121 Iron Cr 31113 Iron Cr 31108 Iron Ct 31106 Iron Cr 31105 Iron Cr 31097 Iron Cr 31090 iron Cr 31089 Iron Cr 31082 Iron Cr 31081 Iron Cr 31074 Iron Cr 31073 Iron Cr 31066 Iron Cr 31065 Iron Cr 30615 Ko River 30610 Ko River 30605 Ko River 30600 Ko River 30595 Ko River 30590 Ko River 30585 Ko River 30580 Ko River 39868 Knollridge Dr 39881 Knollridge Dr 39833 Knollridge Dr 39799 Knollridge Dr 39660 Knoolridge Dr 39651 Knollridge Dr 39636 Knollridge Dr 39614 Knollridge Dr 39611 Knollridge Dr 39606 Knollridge Dr 42006 Kaffirboom Ct 42005 Kaffirboom Ct 41995 Kaffirboom Ct 41986 Kaffirboom Ct 41985 Kaffirboom Ct 41975 Kaffirboom Ct 41970 Kaffirboom Ct 41965 Kaffirboom Ct 41960 Kaffirboom Ct 41955 Kaffirboom Ct 41950 Kaffirboom Ct 41945 Kaffirboom Ct 41940 Kaffirboom Ct 41935 Kaffirboom Ct 41925 Kaffirboom Ct 41918 Kaffirboom Ct 41915 Kaffirboom Ct 41905 Kaffirboom Ct 41900 Kaffirboom Ct 41895 Kaffirboom Ct 41885 Kaffirboom Ct 41875 Kaffirboom Ct 42020 Kaffirboom Ct 42025 Kaffirboom Ct 42035 Kaffirboom Ct 42040 Kaffirboom Ct 42045 Kaffirboom Ct 42050 Kaffirboom Ct 42055 Kaffirboom Ct 42060 Kaffirboom Ct 42065 Kaffirboom Ct 42070 Kaffirboom Ct 42075 Kaffirboom Ct 42082 Kaffirboom Ct 42085 Kaffirboom Ct 42095 Kaffirboom Ct 42100 Kaffirboom Ct 42105 Kaffirboom Ct 42110 Kaffirboom Ct 42115 Kaffirboom Ct 42125 Kaffirboom Ct 31091 Kahwea Rd 31115 Kahwea Rd 31127 Kahwea Rd 31131 Kahwea Rd 31132 Kahwea Rd 31134 Kahwea Rd 31139 Kahwea Rd 31140 Kahwea Rd 31145 Kahwea Rd 31148 Kahwea Rd 31156 Kahwea Rd 31159 Kahwea Rd 31164 Kahwea Ave 31172 Kahwea Ave 31180 Kahwea Rd 31188 Kahwea Rd 31196 Kahwea Rd 31199 Kahwea Rd 31204 Kahwea Rd 31220 Kahwea Rd 31284 Kahwea Rd 31316 Kahwea Rd 31380 Kahwea Rd 42015 Kaffirboom Ct Kaiser & La Serena Box 35 Page I of 2 41415 Kaiser Parkwy 41417 Kaiser Parkwy 45544 Kimo St 45635 Kimo St 45685 Kimo St 30992 Kiowa River Ct 30902 Kiowa River Ct 30885 Kiowa River Ct 30872 Kiowa River Ct 30862 Kiowa River Ct 30852 Kiowa River Ct 30835 Kiowa River Ct 31294 Jura Ct 31293 Jura Ct 31284 Jura Ct 31274 Jura Ct 31283 Jura Ct 31273 Jura Ct 31264 Jura Ct 31263 Jura Ct 31253 Jura Ct 39663 June Ct 39597 June Rd 39591 June Rd 39585 June Rd 39579 June Rd 39576 June Rd 39573 June Rd 39570 June Rd 39567 June Rd 39564 June Rd 39561 June Rd 39555 June Rd 39549 June Rd 39543 June Rd 39558 June Rd 39552 June Rd 39546 June Rd 39540 June Rd 39537 June Rd 39534 June Rd 39531 June Rd 39528 June Rd 39525 June Rd 39522 June Rd 39519 June Rd 39516 June Rd 39513 June Rd 39510 June Rd 39507 June Rd 39501 June Rd 39499 June Rd 39497 June Rd 30880 Jons PI 30868 Jons PI 30910 Jons PI 30894 Jons PI 30880 Jons PI 30086 Jori chriStian PI 30072 Jon ChriStian PI 30058 Jon ChriStian PI 30044 Jon ChriStian PI 30030 Jon ChriStian PI 31057 Iron Cr 31056 Iron Cr 31019 Iron Cr 39731 Jacaranda Ct 39730 Jacaranda Ct 39721 Jacaranda Ct 39711 Jacaranda Ct 39710 Jacaranda Ct 39701JacarandaCt 39700 Jacaranda Ct 39741JacarandaCt 30016 Jon ChriStian PI 30003 Jon ChriStian PI 30002 Jon ChriStian PI 29989 Jori ChriStian PI 29988 Jon ChriStian PI 29975 Jori ChriStian PI 29974 Jon ChriStian PI 29960 Jori ChriStian PI 27522 Jori ChriStian PI 43991JohnWarner 43771JohnWarner 43550 John Warner 43140 John Warner 43136 John Wamer 27521Jimson Cr 27520 Jimson Cr 27498 Jimson Cr 39426 Jessie Cr 39419 Jessie Cr 45916 Jerommo St 45857 Jeronimo St 45750 Jeronimo St 45725 Jeronimo St 45703 Jeronimo St 45686 Jeronimo St 45681Jeronimo St 45659 Jeronimo St 45620 Jeranimo St 45615 Jeronimo St 44040 Jeramie Dr 39885 Jeffrey Heights Rd 27533 Jefferson Ave 31525 Jedediah Smith 31520 Jedediah Smith 31475 Jedediah Smith 30875 Jedediah Smith 30657 Jedediah Smith 30655 Jedediah Smith 30592 Jedediah Smith 30275 Jedediah Smith Box 35 Page 2 of 2 Box 36 32405 Galatina St 32415 Galatina St 32425 Galatina St 32426 Galatina St 32433 Galatina St 32434 Galatina St 32442 Galatina St 32443 Galatina St 32450 Galatina St 32451 Galatina St 32458 Galatina St 32459 Galatina St 32466 Galatina St 32469 Galatina St 32474 Galatina St 32479 Galatina St 32484 Galatina St 32487 Galatina St 32492 Galatina St 32497 Galatina St 32500 Galatina St 32505 Galatina St 32508 Galatina St 32515 Galatina St 32518 Galatina St 32523 Galatina St 32530 Galatina St 41950 Greentree Rd 41990 Greentree Rd 30553 Greenway Cr 30554 Greenway Cr 30563 Greenway Cr 30564 Greenway Cr 30350 Guadalupe Ct 30360 Guadalupe Ct 30370 Guadalupe Ct 30380 Guadalupe Ct 30385 Guadalupe Ct 30390 Guadalupe Ct 30395 Guadalupe Ct 30400 Guadalupe Ct 30405 Guadalupe Ct 30410 Guadalupe Ct 30415 Guadalupe Ct 30420 Guadalupe Ct 30425 Guadalupe Ct 30430 Guadalupe Ct 30846 Greensboro Dr 30853 Greensboro Dr 30856 Greensboro Dr 30865 Greensboro Dr 30868 Greensboro Dr 30880 Greensboro Dr 30881 Greensboro Dr 30891 Greensboro Dr 30892 Greensboro Dr 30905 Greensboro Dr 30920 Greensboro Dr 30932 Greensboro Dr 30947 Greensboro Dr 30948 Greensboro Dr 30957 Greensboro Dr 30958 Greensboro Dr 30974 Greensboro Dr 30986 Greensboro Dr 30998 Greensboro Dr 31126 Granville Ct 31120 Granville Ct 31130 Granville Ct 31142 Granville Ct 39770 Golden Rod Rd 39775 Golden Rod Rd 39775 Golden Rod Rd 39780 Golden Rod Rd 39785 Golden Rod Rd 39790 Golden Rod Rd 39795 Golden Rod Rd 39807 Golden Rod Rd 39810 Golden Rod Rd 39817 Golden Rod Rd 39822 Golden Rod Rd 31546 Golden Lion Dr 31558 Golden Lion Dr 31570 Golden Lion Dr 31582 Golden Lion Dr 31582 Golden Lion Dr 31589 Golden Lion Dr 31599 Golden Lion Dr 41730 Gilwood Ct 41737 Gilwood Ct 41751 Gilwood Ct 45505 Gleneagles Ct 45515 Gleneagles Ct 45527 Gleneagles Ct 45539 Gleneagles Ct 45551 Gleneagles Ct 45563 Gleneagles Ct 45570 Gleneagles Ct 45575 Gleneagles Ct 45585 Gleneagles Ct 45597 Gleneagles Ct 45607 Gleneagles Ct 45615 Gleneagles Ct 45616 Gleneagles Ct 45625 Gleneagles Ct 45628 Gleneagles Ct 29280 S. General Kearny 29380 S. General Kearny 29700 S. General Kearny 29794 N. General Kearny 30997 S. General Kearny 39852 N. General Kearny 39855 N. General Kearny 39856 N, General Kearny 39859 N. General Kearny 39860 N. General Kearny 39863 N. General Kearny Box 36 Page 1 of 2 39864 39867 39868 39871 39875 39876 39879 39880 39884 39889 39892 39896 39900 39904 39905 39908 39912 39916 39920 29924 39928 39932 39936 39940 39960 40052 40155 40196 40950 39158 39672 39780 39784 39785 39786 39789 39790 39793 39794 39796 39797 N. General Kearny N. General Kearny N. General Kearny N. General Kerny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N, General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny N. General Kearny 39800 N. 39801N. 39804 N. 39805 N. 39809 N. 39814 N. 39815 N. 39818 N. 39819 N. 39820 N. 39822 N. 39823 N. 39826 N. 39827 N. 39830 N. 39831N. 39834 N. 39835 N. 39836 N. 39838 N. 39839 N. 39840 N. 39843 N. 39844 N. 39847 N. 39848 N. 39851N. General General General General General General General General General General General General General General General General Geneml General General General General General General General General General General Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Kearny Box 36 Page2of 2 32722 Campo Dr 32721 Campo Dr 32712 Campo Dr 32711 Campo Dr 32702 Campo Dr 32701 Campo Dr 32692 Campo Dr 32691 Campo Dr 32682 Campo Dr 32523 Campo Dr 32679 Campo Dr 32667 Campo Dr 32655 Campo Dr 32530 Campo Dr 32422 Campo Dr 27548 Campana Cr 32004 Camino Rabago 43773 Camino Gallegos 31862 Camino Cielo 40225 Camino Campos Verdes 43122 Calle Ventura 32209 Camino Herencia 43152 Calle Ventura 43151 Calle Yentura 43002 Calle Ventura 32066 Calle Marquis 43744 Calle de Vetardo 32000 Calle Balareza 31987 Calle Balareza 31986 Calle Balareza 31975 Calle Balareza 31972 Calle Balareza 31963 Calle Balareza 31958 Calle Balareza 31951 Calle Balareza 31944 Calle Balareza 31939 Calle Balareza 32187 Cour Magdalaine 40935 County Center Dr 40935 County Center Dr Box 37 32205 Corte Utnehmer 32198 Code Utnehmer 32195 Code Utnehmer 32188 Code Utnehmer 32185 Code Utnehmer 32178 Corte Utnehmer 32175 Corte Utnehmer 32165 Code Utnehmer 32003 Code Sparkman 31489 Code Sonora 31867 Corte Priego 31631 Corte PaDrera 44734 Corte Gutierraz 29829 Corte Faldas 31999 Corte Cardoza 31959 Code Cardoza 31958 Code Cardoza 31949 Code Cardoza 31948 Code Cardoza 31939 Code Cardoza 31938 Corte Cardoza 31929 Code Cardoza 31928 Code Cardoza 31918 Corte Cardoza 31908 Code Cardoza 32109 Corte Canel 43008 Corte Cabrera 43192 Corte Astorga 45001 Corte Alegra 31415 Congressional Dr 40491 Clear Light Rd 41121 Chemin Coutet 41091 Chemin Coutet 41060 Chemin Coutet 40618 Chantemar Wy 40418 Chantemar Wy 39938 Charon Ct 32945 Cesena St 32350 Cercle Latour 40673 Cebu Dr 40619 Cebu Dr 32708 CaStana Dr 40463 Carmelita Cr 41896 Carleton Wy 30204 Caprice Ct 31326 Cantebury Ct 32539 Lama Ct 32527 Lama Ct 32515 Lama Ct 32519 Lama Ct 32520 Lama Ct 32540 Lama Ct 32560 Lama Ct 32580 lama Ct 31576 Lakeridge Ct 31545 Lakeridge Ct 31117 Lahontan St 41315 La Sierra Rd 31907 La Serena Wy 30975 La Serena Wy 30965 La Serena Wy 30184 La Primavera St 30078 La Primavera St 30051 La Primavera St 44687 La Paz Rd 44616 La Paz Rd 44219 La Paz Rd 29915 La Corona Ct 40735 La Colima Rd 40520 La Colima Rd 40565 La Cadena Ct 40560 La Cadena Ct 44771 Kit Ct 43063 Kensington PI 32910 Josheroo Ct 32424 Guevara Dr 29477 Georgetown Ln 33450 Fox Rd 43917 Fondi Ct 43909 Fondi Ct Box 37 Page 1 of 3 44031 Flores Dr 31292 FireStone St 44090 FeStivo St 45271 Esmerado Ct 44668 Eaglevail pass 43488 Dodaro Dr 43416 Dodaro Dr 42129 Delmonte St 30305 Del Rey Rd 30110 De Podola Rd 43982 Mahlon Vail Rd 30041 Los Nogales Rd 29840 Los Nogales Rd 44697 Lorraine Dr 29891 Longvale Ct 39899 Longleaf St 39899 Longleaf St 39890 Longleaf St 39859 Longleaf St 39829 Longleaf St 39819 Longleaf St 39799 Longleaf St 39769 Longleaf St 30262 Long Valley Dr 31780 Loma Linda Rd 31676 Loma Linda Rd 30697 Loma Linda Rd 30984 Lolita Rd 30840 Loma Linda Rd 30727 Loma Linda Rd 30835 Lolita Rd 31789 Loma Linda Rd 39515 Liefer Rd 39240 Liefer Rd 39195 Liefer Rd 39055 Liefer Rd 30101 Levande PI 30085 Levande I 32257 Leena Wy 28850 Laurel Creek 28710 Las Haciendas 28710 Las Haciendas 27495 Lark Ct 43935 Larino Ct 43135 Lancashire common 43118 Lancashire Common 32587 Lama Ct 32575 Lama Ct 32563 Lama Ct 32551 Lama Ct 30775 Medinah Wy 43855 Meadows Pkwy 41785 Meadows Pkwy 43177 Matera Ct 42364 Maskuaz Ct 42360 Maskuaz Ct 30981 Mashie Wy 44773 Marzi Ct 43180 Mar[ina Ct 31149 Mariposa PI 31149 Mariposa PI 31149 Mariposa PI 44900 Marge PI 44895 Marge PI 44887 Marge PI 44820 marge PI 33606 MaPlewood Ct 41971 Main St 43701 Manzano Dr 30052 Manzanita Ct 43078 MancheSter Ct 43025 MancheSter Ct 43017 MancheSter Ct 27147 Majello Ct 43970 MaidStone Ct 43061 MaidStone Ct 43492 Modena Dr 43482 Modena Dr 43352 Modena Dr 43337 Modena Dr 43535 Modena Dr 43462 Modena Dr 43292 Modena Dr 43261 Modena Dr 43251 Modena Dr 30161 Mira Loma Dr 29910 Mira Loma Dr 29770 Mira Loma Dr 29650 Mira Loma Dr 29590 Mira Loma Dr 29590 Mira Loma Dr 40191 Mimulus Wy 40153 Mimulus Wy 40153 Mimulus Wy 44661 Milk Run Ct 44658 Mill Run Ct 30709 Milky way Dr 30685 Milky way Dr 30603 Milky way Dr 30512 Milano Rd 43353 Messina St 32012 Medot CreSt 28690 Mercedes St 28690 Mercedes St 28690 Mercedes St 30903 Medinah Way 30895 Medinah Wy 30874 Medinah Wy 30855 Medina_h Wy 30847 Medinah Wy 30831 Medinah Wy 30831 Medinah Wy 30824 Medinah Wy 30823 Medinah Wy 30816 Medinah Wy 30815 Medinah Wy 30808 Medinah Wy 30807 Medinah Wy 30799 Medinah Wy 30798 Medinah Wy 30791 Medinah Wy 30783 Medinah Wy 41915 Motor car Pkwy Box 37 Page 2 of 3 41915 Motor car Pkwy 41625 Monterey PI 41782 Monterey PI 41619 Monterey PI 41752 Monterey PI 41613 Monterey PI 41734 Monterey PI 41607 Monterey PI 41728 Monterey PI 41005 Montelena Cr 41722 Monterey PI 43423 Monte Ct 41716 Monterey PI 31916 Monique Cr 41710 Monterey PI 31894 Monique Cr 41704 Monterey PI 31863 Monique 41698 Monterey PI 31797 Monique Cr 41697 Monterey PI 43611 Modena Dr 41692 Monterey PI 32917 Old Kent Rd 41691 Monterey PI 40386 Odessa Dr 41686 Monterey PI 40375 Odessa Dr 41685 Monterey PI 40368 Odessa Dr 41680 Monterey PI 40328 Odessa Dr 41679 Monterey PI 40308 Odessa Dr 41674 Monterey PI 40283 Odessa Dr 41673 Monterey PI 29763 Orchid Ct 41668 Monterey PI 40248 Odessa Dr 41667 Monterey PI 40233 Odessa Dr 41662 Monterey PI 40228 Odessa Dr 41661 Monterey PI 40228 Odessa Dr 41656 Monterey PI 40129 Odessa Dr 41655 Monterey PI 40108 Odessa Dr 41649 Monterey PI 40108 Odessa Dr 41643 Monterey PI 39658 Oak Cliff Dr 41637 Monterey PI 39437 Oak Cliff Dr 41631 Monterey PI 39291 Oak Cliff Dr 41631 Monterey PI 32946 Novara Ct 41625 Monterey PI 43933 Northgate Ave 43921 Northgate Ave 43897 Northgate Ave 42811 North Star Ct 42794 North Star Ct 42793 North Star Ct 42764 North Star Ct 43056 Noble Ct 43048 Noble Ct 43041 Noble Ct 43031 Noble Ct 43011 Noble Ct 40538 Nob Ct 29745 Nightview Cr 29703 NightCreSt Cr 33390 Nicholas Common 33375 Nicholas Common 33330 Nicholas Common 33310 Nicholas Common 31050 Nicholas Rd 41845 Niblick Rd 41869 Niblick Rd 40555 New Town Dr 27565 Nellie Ct 27530 Nellie Ct 27505 Nellie Ct 30275 Nebula Ln 43519 Nantes Ct 43519 Nantes Ct 32850 NaPles Ct 32845 NaPles Ct 44840 Muirfield Dr Box 37 Page 3 of 3 32930 Charmes Ct 32927 Charmes Ct 32926 Charmes Ct 32924 Charmes Ct 32923 Charmes Ct 32914 Charmes Ct 32913 Charmes Ct 32903 Charmes Ct 32893 Charmes Ct 32890 Charmes Ct 32880 Charmes Ct 32868 Charmes Ct 32859 Charmes Ct 32858 Charmes Ct 32849 Charmes Ct 32848 Charmes Ct 32839 Charmes Ct 32838 Charmes Ct 39965 Chalon Ct 39950 Chalon Ct 39938 Chalon Ct 39929 Chalon Ct 39926 Chalon Ct 39917 Chalon Ct 39912 Chalon Ct -39905 Chalon Ct 39892 Chalon Ct 39880 Chalon Ct 39872 Chalon Ct 32357 Cercle Latour 32511 Cassino Ct 32510 Cassino Ct 32501 Cassino Ct 32500 Cassino Ct 32489 Cassino Ct 32488 Cassino Ct 32479 Cassino Ct 32476 Cassino Ct 32467 Cassino Ct Box 38 32466 Cassino Ct 32457 Cassino Ct 32456 Cassino Ct 32448 Cassino Ct 32447 Cassino Ct 32440 Cassino Ct 32439 Cassino Ct 32432 Cassino Ct 32431 Cassino Ct 32424 Cassino Ct 32421 Cassino Ct 32416 Cassino Ct 32411 Cassino Ct 32406 Cassino Ct 32401 Cassino Ct 32396 Cassino Ct 32835 Caserta Dr 32815 Caserta Dr 32798 Caserta Dr 41808 Cascade Ct 40629 Carmelita Cr 40445 Carmelita Cr 41888 Carleton Wy 41880 Carleton Wy 41872 Carleton Wy 41801 Carleton Wy 41864 Carleton Wy 41845 Carleton Wy 41839 Carleton Wy 41633 Carleton Wy 41626 Carleton Wy 41817 Carleton Wy 41816 Carleton Wy 41809 Carleton Wy 41808 Carleton Wy 41802 Carleton Wy 41793 Carleton Wy 41785 Carleton Wy 41777 Carleton Wy 41774 Carleton Wy 41771 Carleton Wy 41763 Carleton Wy 41654 Carleton Wy 42412 Carino PI 43875 Carentan Dr 43872 Carentan Dr 43867 Carentan Dr 43864 Carentan Dr 43859 Carentan Dr 43856 Carentan Dr 43849 Carentan Dr 43844 Carentan Dr 43839 Carentan Dr 43836 Carentan Dr 43915 Alencon Ct 42061 Agena St 43831 Carentan Dr 43828 Carentan Dr 43823 Carentan Dr 43820 Carentan Dr 43812 Carentan Dr 43804 Carentan Dr 39700 Cantrell Rd 30752 Canterfield Dr 32796 Campanula Wy 32785 Campanula Wy 31991 Camino Molnar 31026 Camino Del Este 43883 Camino Alagon 30647 Calle Pina Colada 43350 Calle Nacido 43205 Calle Mataro 43106 Calle Mataro 32005 Calle Marquis 40645 Calle Madero 40600 Calle Madero 40495 Calle Madero 40493 Calle Katerine Box 38 Page 1 of 3 40469 Calle Katerine 40382 Calle Katerine 40512 Calle Fiesta 32189 Calle Avella 43770 Calabro St 43764 Calabro St 43752 Calabro St 43746 Calabro St 43741 Calabro St 43740 Calabro St 43735 Calabro St 43732 Calabro St 43729 Calabro St 43724 Calabro St 43723 Calabro St 43717 Calabro St 43716 Calabro St 43711 Calabro St 43708 Calabro St 43758 Calabro St 43703 Calabro St 43700 Calabro St 43697 Calabro St 43694 Calabro St 43691 Calabro St 43688 Calabro St 43685 Calabro St 43680 Calabro St 43679 Calabro St 43674 Calabro St 43673 Calabro St 43668 Calabro St 43667 Calabro St 43661 Calabro St 43612 Calabro St 31423 Cabern Ct 31422 Cabern Ct 31416 Cabern Ct 31415 Cabern Ct 31406 Cabern Ct 31405 Cabern Ct 31375 Cabern Ct 31364 Cabern Ct 41875 C St 30899 Bunker Dr 31476 Bdtton Cr 43428 BrewSter Ct 43478 BrewSter Ct 43468 BrewSter Ct 43458 BrewSter Ct 43448 BrewSter Ct 43438 BrewSter Ct 43397 BrewSter Ct 30943 Brassie In 33027 Bonita Mesa St 33017 Bonita Mesa St 33008 Bonita Mesa St 33007 Bonita Mesa St 32998 Bonita Mesa St 43114 Blackdeer Loop 41518 Big Sage Ct 32496 Bergamo Ct 32495 Bergamo Ct 32488 Bergamo Ct 32487 Bergamo Ct 32480 Bergamo Ct 32479 Bergamo Ct 32472 Bergamo Ct 32471 Bergamo Ct 32464 Bergamo Ct 32463 Bergamo Ct 32456 Bergamo Ct 32455 Bergamo Ct 32448 Bergamo Ct 32447 Bergamo Ct 43881 Barletta St 43787 Barletta St 31340 Baret Ct 31334 Baret Ct 31333 Baret Ct 39701 Barberry Ct 30888 Balata Dr 40639 Baccarat Rd 40880 Baccarat Rd 40874 Baccarat Rd 40854 Baccarat Rd 40814 Baccarat Rd 40713 Baccarat Rd 40643 Baccarat Rd 43087 Avola Ct 31440 Avenida del Reposo 31200 Avenida del Reposo 29988 Avenida Cima Del Sol 29878 Avenida Cima Del Sol 30729 Avenida Buena Suede 30610 Avenida Buena Suede 31301 Ashmill Ct 43985 Alencon Ct 43976 Alencon Ct 43973 Alencon Ct 43960 ^lencon Ct 43950 Alencon Ct 43949 Alencon Ct 43938 Alencon Ct 43937 Alencon Ct 43927 Alencon Ct 43961 Alencon Ct 43924 Alencon Ct 43919 Alencon Ct 45866 Clubhouse Dr 45851 Clubhouse Dr 45850 Clubhouse Dr 45833 Clubhouse Dr 45801 Clubhouse Dr 45788 Clubhouse Dr 45776 Clubhouse Dr 45767 Clubhouse Dr 45760 Clubhouse Dr 45716 Clubhouse Dr 45700 Clubhouse Dr 45680 Clubhouse Dr 45673 Clubhouse Dr 45657 Clubhouse Dr Box 38 Page 2 of 3 45654 Clubhouse Dr 45641 Clubhouse Dr 45632 Clubhouse Dr 45627 Clubhouse Dr 45613 Clubhouse Dr 45608 Clubhouse Dr 45599 Clubhouse Dr 45584 Clubhouse Dr 45583 Clubhouse Dr 45567 Clubhouse Dr 45564 Clubhouse Dr 45501 Clubhouse Dr 45551 Clubhouse Dr 45547 Clubhouse Dr 45546 Clubhouse Dr 45531 Clubhouse Dr 45530 Clubhouse Dr 45517 Clubhouse Dr 45516 Clubhouse Dr 45500 Clubhouse Dr 45487 Clubhouse Dr 45486 Clubhouse Dr 45471 Clubhouse Dr 45470 Clubhouse Dr 45457 Clubhouse Dr 45456 Clubhouse Dr 45438 Clubhouse Dr 45426 Clubhouse Dr 45726 Classic Wy Box 38 Page 3 of 3 42964 Corte Davila 42975 Corte Davila 42976 Code Davila 42987 Code Davila 42988 Code Davila 42999 Code Davila 43000 Code Davila 43011 Code Davila 43012 Corte Davila 43024 Code Davila 43025 Code Davila 43036 Code Davila 43037 Code Davila 43048 Code Davila 43049 Code Davita 43060 Code Davila 43084 Code Davila 43061 Code Davila 43072 Code Davila 30887 Code de Los Santos 30932 Code de Los Santos 30972 Code de Los Santos 30962 Code de Los Santos 30905 Code de Los Santos 30942 Code de Los Santos 30952 Code de Los Santos 32121 Code Del Cerro 32133 Code Del Cerro 32122 Code Del Cerro 32134 Code Del Cerro 32145 Code Del Cerro 32146 Code Del Cerro 32158 Code Del Cerro 32170 Code Del Cerro 32182 Code Del Cerro 32194 Code Del Cerro 32206 Code Del Cerro 32207 Code Del Cerro 32218 Code Del Cerro Box 39 33219 Code Del Cerro 32230 Code Del Cerro 32235 Code Del Cerro 32242 Code Del Cerro 32254 Code Del Cerro 32183 Code Del Cerro 43395 Code Duranzo 43409 Code Duranzo 43423 Code Duranzo 43437 Code Duranzo 43438 Code Duranzo 43451 Code Duranzo 43452 Code Duranzo 43465 Code Duranzo 43466 Code Duranzo 43479 Code Duranzo 43480 Code Durazo 33417 Code Ebano 33422 Code Ebano 33429 Code Ebano 33432 Code Ebano 33435 Code Ebano 33436 Code Ebano 33439 Code Ebano 31712 Code Encinas 31731 Code Encinas 31751 Code Encinas 31646 Code Encinas 31657 Code Encinas 31658 Code Encinas 31670 Code Encinas 31682 Code Encinas 31692 Code Encinas 31699 Code Encinas 31792 Code Encinas 31721 Code Encinas 31722 Code Encinas 31732 Corte Encinas 31745 Code Encinas 31746 Code 31746 Code 31750 Code 31758 Code 31759 Code 31765 Code 31766 Code 31771 Code 31774 Code 31779 Code 31783 Code 32012 Code 32020 Code 32028 Code 32031 Code 32036 Code 32039 Code 32044 Code 32047 Code 32052 Code 32055 Code 32060 Code 32063 Code 32068 Code 32071 Code 32076 Code 32079 Code 32084 Code 31646 Code 31645 Code 31648 Code 31651 Code 31654 Code 31657 Code 31660 Code 31663 Code 31669 Code 31675 Code 31681 Code Enclnas Encinas Enclnas Encinas Encinas Encinas Encinas Encinas Encinas Encinas Encinas Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Escobar Esparza Esparza Esparza Esparza Esparza Esparza Esparza Esparza Esparza Esparza Esparza Box 39 Page lof3 31687 Code Esparza 31690 Code Esparza 31693 Code Esparza 31699 Code Esparza 31700 Code Esparza 31705 Code Esparza 31710 Code Esparza 31711 Code Esparza 31717 Code Esparza 31720 Code Esparza 31723 Code Esparza 31730 Code Esparza 31991 Calle Espinoza 29814 Code Faldas 29815 Code Faldas 29819 Code Faldas 29820 Code Faldas 29825 Code Faldas 29826 Code Faldas 29829 Code Faldas 29831 Code Faldas 29832 Code Faldas 29836 Code Faldas 33440 Code Figueroa 33433 Code Figueroa 33434 Code Figueroa 33430 Code Figueroa 33429 Code Figueroa 33441 Code Figueroa 33450 Code Figueroa 33457 Code Figueroa 33460 Code Figueroa 33461 Code Figueroa 33472 Code Figueroa 33473 Code Figueroa 33483 Code Figueroa 33484 Code Figueroa 33495 Code Figueroa 33496 Code Figueroa 33504 Code Figueroa 33505 Code Figueroa 33516 Code Figueroa 33517 Code Figueroa 33527 Code Figueroa 33528 Code Figueroa 33538 Code Figueroa 33539 Code Figueroa 33549 Code Figueroa 32061 Code Figueroa 32069 Code Florecita 32079 Code Florecita 32089 Code Florecita 32097 Code Florecita 32107 Code Florecita 32114 Code Florecita 32115 Code Florecita 32128 Code Florecita 32129 Code Florecita 32136 Code Florecita 32053 Code Florecita 32106 Code Florecita 32137 Code Florecita 32146 Code Florecita 32147 Code Florecita 32154 Code Florecita 32155 Code Florecita 32164 Code Florecita 32165 Code Florecita 32165 Code Florecita 32176 Code Florecita 32177 Code Florecita 32184 Code Florecita 32185 Code Florecita 32192 Code Florecita 32193 Code Florecita 32200 Code Florecita 32209 Code Florecita 32201 Code Florecita 43020 Code Fresca 43028 Code Fresca 43034 Code Fresca 43035 Code Fresca 43043 Code Fresca 43044 Code Fresca 43003 Code Fresca 43004 Code Fresca 43011 Code Fresca 43012 Code Fresca 43019 Code Fresca 43027 Code Fresca 43051 Code Fresca 43058 Code Fresca 43059 Code Fresca 43067 Code Fresca 43068 Code Fresca 43075 Code Fresca 43080 Code Fresca 43083 Code Fresca 43090 Code Fresca 43098 Code Fresca 43099 Code Fresca 4310 Code Fresca 43108 Code Fresca 43115 Code Fresca 43122 Code Fresca 43123 Code Fresca 43130 Code Fresca 43131 Code Fresca 43083 Code Fresca 41764 Code Lara 41778 Code Lara 41779 Code Lara 41790 Code Lara 41791 Code Lara 41802 Code Lara 41803 Code Lara 41814 Code Lara 41815 Corte Lara 41826 Corte Lara 41827 Corte Lara 41838 Corte Lara 41839 Code Lara 41850 Code Lara Box 39 Page2of 3 41851 Code 41862 Code 41863 Code 41874 Code 41875 Code 41886 Code 32319 Code 32307 Code 32306 Code 32294 Code 32295 Code 32282 Code 32331 Code 32342 Code 32354 Code 32378 Code 32390 Code 32399 Code Lara Lara Lara Lara Lara Lara Las Cruces Las Cruces Las Cruces Las Cruces Las Cruces Las Cruces Las Cruces Las Cruces Las Cruces Las Cruces Las Cruces Las Cruces 32402 Code Las Cruces 43070 Code Landeros 43080 Code Landeros 43085 Code Landeros 43090 Code Landeros 43095 Corte Lnaderos 43100 Corte Landeros 43105 Corte Landeros 43110 Corte Landeros 43115 Corte Landeros 43120 Code Landeros 43125 Corte Landeros 43130 Code Landeros 43135 Code Landeros 43140 Code Landeros 43145 Corte Landeros 43150 Code Landeros 43160 Code Landeros 43170 Corte Landeros 31944 Code La Puenta 31951 Code La Puenta 31952 Code La Puenta 31960 Corte La Puenta 31968 Code La Puenta 31969 Code La Puenta 31976 Code La Puenta 31977 Code La Puenta 31984 Code La Puenta 31985 Code La Puenta 31992 Code La Puenta 31993 Code La Puenta 32000 Code La Puenta 32001 Code La Puenta 32009 Code La Puenta Box 39 Page 3 of 3 42866 Calle Londe 42874 Calle Londe 42882 Calle Londe 42890 Calle Londe 42898 Calle Londe 42905 Calle Londe 42913 Calle Londe 42921 Calle Londe 42929 Calle Londe 42937 Calle Londe 42945 Calle Londe 42953 Calle Londe 42961 Calle Londe 42969 Calle Londe 42977 Calle Londe 31470 Calle Los Padres 31476 Calle Los Padres 31479 Calle Los Padres 31482 Calle Los Padres 31485 Calle Los Padres 31488 Calle Los Padres 31491 Calle Los Padres 31494 Calle Los Padres 31497 Calle Los Padres 31500 Calle Los Padres 31503 Calle Los Padre§ 31506 Calle Los Padres 31509 Calle Los Padres 31512 Calle Los Padres 31515 Calle Los Padres 31518 Calle Los Padres 31521 Calle Los Padres 31524 Calle Los Padres 31527 Calle Los padres 31530 Calle Los Padres 31533 Calle Los Padres 31536 Calle Los Padres 31539 Calle Los Padres 31542 Calle Los Padres Box 40 31545 Calle Los Padres 31548 Calle Los Padres 31551 Calle Los Padres 31554 Calle Los Padres 31557 Calle Los Padres 31560 Calle Los Padres 31563 Calle Los Padres 31566 Calie Los Padres 31569 Calle Los Padres 31572 Calle Los Padres 31575 Calle Los Padres 31578 Calle Los Padres 31577 Calle Los Padres 31581 Calle Los Padres 31584 Calle Los padres 31587 Calle Los Padres 31590 Calle Los Padres 31593 Calle Los Padres 31596 Calle Los padres 31602 Calle Los Padres 32005 Calle Marqu~s 32013 Calle Marqu~s 32021 Calle Marqu~s 32029 Calle marqu~s 32037 Calle Marqu~s 32045 Calle Marqu~s 32053 Calle Marqu~s 32061 Calle Marqu~s 32069 Calle Marqu~s 32074 Calle Maquis 32077 Calle Marquis 32082 Calle Marquis 32085 Calle Marquis 32090 Calle Marquis 40435 Calle Madero 40461 Calle Madero 40495 Calle madero 40498 Calle Madero 40550 Calle Madero 40600 Calle Madero 40620 Calle Madero 40636 Calle Madero 40640 Calle Madero 32279 Calle Mataro 43106 Calle Mataro 43118 Calle Mataro 43130 Calle Mataro 43142 Calle Mataro 43145 Calle Mataro 43415 Calle Mataro 43157 Calle Mataro 43166 Calle Mataro 43169 Calle Mataro 43181 Calle Mataro 43190 Calle Mataro 43193 Calle Mataro 43202 Calle Mataro 43205 Calle Mataro 43214 Calle Mataro 43217 Calle Mataro 43226 Calle Mataro 43229 Calle Mataro 43238 Calle Mataro 43241 Calle Mataro 43250 Calle Mataro 43253 Calle Mataro 43262 Calle Mataro 43265 Calle Mataro 43274 Calle Mataro 43286 Calle Mataro 43296 Calle Mataro 43310 Calle Mataro 43318 Calle Mataro 43330 Calle Mataro 43342 Calle Mataro 40166 Calle Medusa 40204 Calle Medusa 40233 Calle Medusa Box 40 Page 1 of 2 40239 Calle Medusa 40264 Calle Medusa 40291 Calle Medusa 40312 Calle Medusa 40324 Calle Medusa 40348 Calle Medusa 40365 Calle Medusa 40372 Calle Medusa 40385 Calle Medusa 40452 Calle Medusa 40457 Calle Medusa 40458 Calle Medusa 40499 Calle Medusa 40501 Calle Medusa 40515 Calle Medusa 40571 Calle Medusa 40585 Calle Medusa 40613 Calle Medusa 40763 Calle Medusa 40787 Calle Medusa 43331 Calle Morita 43343 CalVe Morita 43355 Calle Morita 43367 Calle Morita 43379 Calle Morita 43391 Calle Morita 43403 Calle Morita 43415 Calle Morita 43427 Calle Morita 43430 Calle Morita 43439 Calle Morita 43451 Calle Morita 43463 Calle Morita 43301 Calle Nacido 43302 Calle Nacido 43309 Calle Nacido 43310 Calle Nacido 43317 Calle Nacido 43318 Calle Nacido 43325 Carle nacido 43326 Calle Nacido 43332 Calle Nacido 43342 Calle Nacido 43343 Calle Nacido 43350 Calle Nacido 43351 Calle Nacido 43359 Calle Nacido 43360 Calle nacido 43367 Calle Nacido 43368 Calle Nacido 43375 Calle Nacido 43380 Calle Nacido 43383 Calle Nacido 43391 Calle Nacido 43392 Calle nacido 43399 Calle Nacido 43455 Calle Nacido 43463 Calle Nacido 43464 Calle Nacido 43471 Calle Nacido 43472 Calle Nacido 43479 Calle Nacido 43480 Calle Nacido 43489 Calle Nacido 43490 Calle Nacido 43500 Calle Nacido 43510 Calle Nacido 43520 Calle nacido 43511 Calle Nacido 43521 Calle Nacido 43526 Calle Nacido 43529 Calle Nacido 43536 Calle Nacido 43537 Calle Nacido 43544 Calle Nacido 43545 Calle Nacido 43553 Calle Nacido Box 40 Page 2 of 2 Box 41 31890 CORTE POSITAS 31881 CORTE POSITAS 31880 CORTE POSITAS 31871 CORTE POSlTAS 31862 CORTE POSITAS 31861 CORTE POSITAS 31854 CORTE POSITAS 31872 CORTE POSlTAS 31853 CORTE POSlTAS 31845 CORTE POSlTAS 31844 CORTE POSlTAS 31837 CORTE POSlTAS 31836 CORTE POSlTAS 31836 CORTE POSlTAS 31827 CORTE POSITAS 31826 CORTE POSlTAS 31818 CORTE POSITAS 31819 CORTE POSlTAS 31898 CORTE POSITAS 31908 CORTE POSITAS 31909 CORTE POSITAS 31926 CORTE POSITAS 31919 CORTE POSITAS 31926 CORTE POSlTAS 31927 CORTE POSITAS 31934 CORTE POSlTAS 31935 CORTE POSITAS 31944 CORTE POSITAS 31947 CORTE POSITAS 31954 CORTE POSlTAS 31961 CORTE POSlTAS 31962 CORTE POSITAS 31970 CORTE POSITAS 31975 CORTE POSlTAS 31980 CORTE POSlTAS 31988 CORTE POSITAS 31996 CORTE POSlTAS 31897 CORTE POSITAS 31831 CORTE PRIEGO 31832 CORTE PRIEGO 31837 CORTE PRIEGO 31843 CORTE PRIEGO 31849 CORTE PRIEGO 31852 CORTE PRIEGO 31855 CORTE PRIEGO 31858 CORTE PRIEGO 31861 CORTE PRIEGO 31864 CORTE PRIEGO 31867 CORTE PRIEGO 31873 CORTE PRIEGO 31876 CORTE PRIEGO 31879 CORTE PRIEGO 31882 CORTE PRIEGO 31885 CORTE PRIEGO 31888 CORTE PRIEGO 31894 CORTE PRIEGO 31900 CORTE PRIEGO 31906 CORTE PRIEGO 31912 CORTE PRIEGO 31918 CORTE PRIEGO 31924 CORTE PRIEGO 43367 CORTE RIALTO 43375 CORTE RIALTO 43376 CORTE RIALTO 43383 CORTE RIALTO 43388 CORTE RIALTO 43391 CORTE RIALTO 43398 CORTE RIALTO 43415 CORTE RIALTO 43416 CORTE RIALTO 42423 CORTE RIALTO 43428 CORTE RIALTO 43431 CORTE RIALTO 43439 CORTE RIALTO 43440 CORTE RIALTO 43447 CORTE RIALTO 43450 CORTE RIALTO 43304 CORTE RIALTO 43311 CORTE RIALTO 43312 CORTE RIALTO 43319 CORTE RIALTO 43320 CORTE RIALTO 43327 CORTE RIALTO 43328 CORTE RIALTO 43335 CORTE RIALTO 43336 CORTE RIALTO 43343 CORTE RIALTO 43344 CORTE RIALTO 43351 CORTE RIALTO 43352 CORTE RIALTO 43359 CORTE RIALTO 43360 CORTE RIALTO 43455 CORTE RIALTO 43460 CORTE RIALTO 43463 CORTE RIALTO 43471 CORTE RIALTO 43472 CORTE RIALTO 43479 CORTE RIALTO 43480 CORTE RIALTO 43487 CORTE RIALTO 43490 CORTE RIALTO 43495 CORTE RIALTO 43500 CORTE RIALTO 43503 CORTE RIALTO 43399 CORTE RIALTO 45061 CORTE ROSA 45064 CORTE ROSA 45058 CORTE ROSA 45040 CORTE ROSA 45055 CORTE ROSA 45052 CORTE ROSA 45049 CORTE ROSA 45046 CORTE ROSA 42000 CAMINO ROMO 31285 CORTE RIMOLA 31570 CORTE RIMOLA 31550 CORTE RIMOLA 31540 CORTE RIMOLA 31530 CORTE RIMOLA 31515 CORTE RIMOLA 31510 CORTE RIMOLA 31495 CORTE RIMOLA 31490 CORTE RIMOLA Box 41 floresgPage 1 of 2 Box 41 31475 CORTE RIMOLA 31470 CORTE RIMOLA 31455 CORTE RIMOLA 31450 CORTE RIMOLA 31435 CORTE RIMOLA 31430 CORTE RIMOLA 31415 CORTE RIMOLA 31395 CORTE RIMOLA 31390 CORTE RIMOLA 31375 CORTE RIMOLA 31370 CORTE RIMOLA 31355 CORTE RIMOLA 31350 CORTE RIMOLA 31335 CORTE RIMOLA 31320 CORTE RIMOLA 31315 CORTE RIMOLA 31662 CORTE ROSARIO 31828 CORTE ROSARIO 31827 CORTE ROSARIO 31816 CORTE ROSARIO 31815 CORTE ROSARIO 31806 CORTE ROSARIO 31805 CORTE ROSARIO 31794 CORTE ROSARIO 31793 CORTE ROSARIO 31782 CORTE ROSARIO 31781 CORTE ROSARIO 31772 CORTE ROSARIO 31771 CORTE ROSARIO 31760 CORTE ROSARIO 31759 CORTE ROSARIO 31750 CORTE ROSARIO 31749 CORTE ROSARIO 31738 CORTE ROSARIO 31737 CORTE ROSARIO 31728 CORTE ROSARIO 31727 CORTE ROSARIO 31718 CORTE ROSARIO 31715 CORTE ROSARIO 31706 CORTE ROSARIO 31705 CORTE ROSARIO 31696 CORTE ROSARIO 31695 CORTE ROSARIO 31684 CORTE ROSARIO 31683 CORTE ROSARIO 31674 CORTE ROSARIO 31673 CORTE ROSARIO 31661 CORTE ROSARIO 31650 CORTE ROSARIO 31643 CORTE ROSARIO 31640 CORTE ROSARIO 31628 CORTE ROSARIO 31621 CORTE ROSARIO 31611 CORTE ROSARIO 31608 CORTE ROSARIO 31597 CORTE ROSARIO 31596 CORTE ROSARIO 31591 CORTE ROSARIO 31588 CORTE ROSARIO 31580 CORTE ROSARIO 31984 CORTE RUIZ 31988 CORTE RUIZ 31992 CORTE RUIZ 31996 CORTE RUIZ 31993 CORTE RUIZ 31987 CORTE RUIZ 31981 CORTE RUIZ 31979 CORTE RUIZ 31975 CORTE RUIZ 31968 CORTE RUIZ 31972 CORTE RUIZ 31976 CORTE RUIZ 31980 CORTE RUIZ 31915 CORTE SAGUNTO 31910 CORTE SAG UNTO 31905 CORTE SAGUNTO 32015 CORTE SAGUNTO 32010 CORTE SAGUNTO 32005 CORTE SAGUNTO 32000 CORTE SAGUNTO 31995 CORTE SAGUNTO 31990 CORTE SAGUNTO 31920 CORTE SAGUNTO 31985 CORTE SAGUNTO 31975 CORTE SAGUNTO 31970 CORTE SAGUNTO 31965 CORTE SAGUNTO 31960 CORTE SAGUNTO 31950 CORTE SAGUNTO 31940 CORTE SAGUNTO 31935 CORTE SAGUNTO 31930 CORTE SAGUNTO 31900 CORTE SAGUNTO 31895 CORTE SAGUNTO 31890 CORTE SAGUNTO 31885 CORTE SAGUNTO 31880 CORTE SAGUNTO 31875 CORTE SAGUNTO 31870 CORTE SAGUNTO 31860 CORTE SAGUNTO 31865 CORTE SAGUNTO 31855 CORTE SAGUNTO 31850 CORTE SAGUNTO 31845 CORTE SAGUNTO 31840 CORTE SAGUNTO 31835 CORTE SAGUNTO 31830 CORTE SAGUNTO 31825 CORTE SAGUNTO 31820 CORTE SAGUNTO 31815 CORTE SAGUNTO 31810 CORTE SAGUNTO 31805 CORTE SAGUNTO 31800 CORTE SAGUNTO 31795 CORTE SAGUNTO 31790 CORTE SAGUNTO 31785 CORTE SAGUNTO 31780 CORTE SAGUNTO 31775 CORTE SAGUNTO Box 41 floresgPage 2 of 2 Box 42 31845 VIA CAMPANARIO 31849 VIA CAMPANARIO 30315 VIA CANADA 30329 VIA CANADA 30330 VIA CANADA 30348 VIA CANADA 43370 VIA CANDELEDA 43384 VIA CANDELEDA 43398 VIA CANDELEDA 42412 VIA CANDELEDA 43426 VIA CANDELEDA 43440 VIA CANDELEDA 43449 VIA CANDELEDA 43454 VIA CANDELEDA 43505 VIA CANDELEDA 43463 VIA CANDELEDA 43468 VIA CANDELEDA 43477 VIA CANDELEDA 43482 VIA CANDELEDA 43491 VIA CANDELEDA 43496 VIA CANDELEDA 43510 VIA CANDELEDA 43519 VIA CANDELEDA 43524 VIA CANDELEDA 43538 VIA CANDELEDA 32125 VIA CESARIO 32135 VIA CESARIO 32145 VIA CESARIO 32155 VIA CESARIO 32165 VIA CESARIO 32185 VIA CESARIO 32195 VIA CESARIO 32200 VIA CESARIO 32205 VIA CESARIO 32210 VIA CESARIO 32215 VIA CESARIO 32220 VIA CESARIO 32225 VIA CESARIO 32230 VIA CESARIO 32235 VIA CESARIO 32240 VIA CESARIO 32245 VIA 32250 VIA 32255 VIA 32265 VIA 32265 VIA 33173 VIA 33185 VIA 33190 VIA 33197 VIA 33204 VIA 33216 VIA 33221 VIA 33228 VIA 33254 VIA 33257 VIA 33268 VIA 33269 VIA 33278 VIA 33240 VIA 33209 VIA 33233 VIA 33245 VIA 33293 VIA 33281 VIA 33290 VIA 33304 VIA 33305 VIA 33161 VIA 33317 VIA 33328 VIA 33329 VIA 33340 VIA 33341 VIA 33353 VIA 33365 VIA 32213 VIA 32223 VIA 32233 VIA 32243 VIA 32253 VIA 41168 VIA CESARIO CESARIO CESARIO CESARIO CESARIO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CHAPPARO CIRILLO CIRILLO ClRILLO CIRILLO CIRILLO CIELITO 41176 VIA CIELITO 41190 VIA CIELITO 42312 VIA CONSUELO 42339 VIA CONSUELO 31362 VIA CORDOBA 31430 VIA CORDOBA 31465 VIA CORDOBA 31510 VIA CORDOBA 31515 VIA CORDOBA 31520 VIA CORDOBA 31525 VIA CORDOBA 31530 VIA CORDOBA 31535 VIA CORDOBA 31540 VIA CORDOBA 31545 VIA CORDOBA 31555 VIA CORDOBA 31560 VIA CORDOBA 31565 VIA CORDOBA 31605 VIA CORDOBA 31615 VIA CORDOBA 31625 VIA CORDOBA 31635 VIA CORDOBA 31760 VIA CAMPANARIO 31765 VIA CAMPANARIO 31770 VIA CAMPANARIO 42960 VIA ALHAMA 42968 VIA ALHAMA 42971 VIA ALHAMA 42976 VIA ALHAMA 42979 VIA ALHAMA 42963 VIA ALHAMA 42987 VIA ALHAMA 33122 VIA ALVARO 33134 VIA ALVARO 33137 VIA ALVARO 33146 VIA ALVARO 33151 VIA ALVARO 33175 VIA ALVARO 33182 VIA ALVARO 33187 VIA ALVARO 33194 VIA ALVARO Box 42 Page 1 of 3 Box 42 33211 VIA ALVARO 33199 VIA ALVARO 33206 VIA ALVARO 33218 VIA ALVARO 33223 VIA ALVARO 33230 VIA ALVARO 33235 VIA ALVARO 33242 VIA ALVARO 33247 VIA ALVARO 33254 VIA ALVARO 33259 VIA ALVARO 33266 VIA ALVARO 33271 VIA ALVARO 33278 VIA ALVARO 33283 VIA ALVARO 33158 VIA ALVARO 33170 VIA ALVARO 33163 VIA ALVARO 33290 VIA ALVARO 33295 VIA ALVARO 33302 VIA ALVARO 33307 VIA ALVARO 33310 VIA ALVARO 33314 VIA ALVARO 33326 VIA ALVARO 30112 VIA ARBOLEDA 30121 VIA ARBOLEDA 30132 VIA ARBOLEDA 30135 VIA ARBOLEDA 30144 VIA ARBOLEDA 32166 VIA ARIAS 32176 VIA ARIAS 32196 VIA ARIAS 32186 VIA ARIAS 32225 VIA ARIAS 32245 VIA ARIAS 32295 VIA ARIAS 32206 VIA ARIAS 32215 VIA ARIAS 32216 VIA ARIAS 32226 VIA ARIAS 32235 VIA ARIAS 32236 VIA ARIAS 32246 VIA ARIAS 32255 VIA ARIAS 32256 VIA ARIAS 32265 VIA ARIAS 32266 VIA ARIAS 32275 VIA ARIAS 32276 VIA ARIAS 32285 VIA ARIAS 32286 VIA ARIAS 32141 VIA ARNEDA 32153 VIA ARNEDA 32165 VIA ARNEDA 32189 VIA ARNDEA 32177 VIA ARNEDA 42363 VIA AZALEA 42385 VIA AZALEA 42397 VIA AZALEA 42377 VIA AZALEA 41761 VIA BALDERAMA 41835 VIA BALDERAMA 41762 VIA BALDERAMA 41775 VIA BALDERAMA 41776 VIA BALDERAMA 41787 VIA BALDERAMA 41788 VIA BALDERAMA 41799 VIA BALDERAMA 41811 VIA BALDERAMA 41812 VIA BALD ERAMA 41823 VIA BALDERAMA 41824 VIA BALDERAMA 41847 VIA BALDERAMA 41836 VIA BALDERAMA 41848 VIA BALDERAMA 41860 VIA BALDERAMA 41872 VIA BALDERAMA 32236 VIA BANDE 32110 VIA BANDE 32124 VIA BANDE 32131 VIA BANDE 32138 VIA BANDE 32145 VIA BANDE 32152 VIA BANDE 32159 VIA BANDE 32166 VIA B^NDE 32191 VIA BANDE 32194 VIA BANDE 32205 VIA BANDE 32208 VIA BANDE 32219 VIA BANDE 32222 VIA BANDE 32233 VIA BANDE 32250 VIA BANDE 32264 VIA BANDE 31825 VIA BARRAZA 31826 VIA BARRAZA 31832 VIA BARRAZA 31835 VIA BARRAZA 31838 VIA BARRAZA 31841 VIA BARRAZA 31844 VIA BARRAZA 31847 VIA BARRAZA 31850 VIA BARRAZA 31853 VIA BARRAZA 31856 VIA BARRAZA 31859 VIA BARRAZA 31862 VIA BARRAZA 31865 VIA BARRAZA 31868 VIA BARRAZA 31871 VIA BARRAZA 31874 VIA BARRAZA 31875 VIA BARRAZA 31879 VIA BARRAZA 31880 VIA BARRAZA 31883 VIA BARRAZA 31887 VIA BARRAZA 31891 VIA BARRAZA 31895 VIA BARRAZA 31895 VIA BARRAZA 31899 VIA BARRAZA 31903 VIA BARRAZA Box 42 Page 2 of 3 Box 42 43370 VIA BARROZO 43380 via BARROZO 43500 VIA BARROZO 43530 VIA BARROZO 43470 VIA BARROZO 43420 VIA BARROZO 43410 VIA BARROZO 43390 VIA BARROZO 43400 VIA BARROZO 43430 VIA BARROZO 43440 VIA BARROZO 43450 VIA BARROZO 43460 VIA BARROZO 43465 VIA BARROZO 43480 VIA BARROZO 43490 VIA BARROZO 43510 VIA BARROZO 43520 VIA BARROZO 42065 VIA BESO DEL SOL 42082 VIA BESO DEL SOL 42089 VIA BESO DEL SOL 42094 VIA BESO DEL SOL 42093 VIA BESO DEL SOL 42106 VIA BESO DEL SOL 42090 VIA BESO DEL SOL 42123 VIA DESO DEL SOL 32036 VIA BONILLA 32084 VIA BONILLA 32095 VIA BONILLA 32020 VIA BONILLA 32015 VIA BONILLA 32023 VIA BONILLA 32028 VIA BONILLA 32031 VIA BONILLA 32039 VIA BONILLA 32044 VIA BONILLA 32047 VIA BONILLA 32052 VIA BONILLA 32055 VIA BONILLA 32060 VIA BONILLA 32063 VIA BONILLA 32068 VIA BONILLA 32071 VIA BONILLA 32076 VIA BONILLA 32079 VIA BONILLA 32087 VIA BONILLA 30291 VIA BRISA 30333 VIA BRISA 30347 VIA BRISA 30361 VIA BRISA 31740 VIA CAMPANARIO 31747 VIA CAMPANARIO 31750 VIA CAMPANARIO 31753 VIA CAMPANARIO 31759 VIA CAMPANARIO 31771 VIA CAMPANARIO 31777 VIA CAMPANARIO 31780 VIA CAMPANARIO 31783 VIA CAMPANARIO 31789 VIA CAMPANARIO 31795 VIA CAMPANARIO 31801 VIA CAMPANARIO 31807 VIA CAMPANARIO 31813 VIA CAMPANARIO 31819 VIA CAMPANARIO 31825 VIA CAMPANARIO 31831 VIA CAMPANARIO 31837 VIA CAMPANARIO 31843 VIA CAMPANARIO Box 42 Page 3 of 3 Box 43 29705 WINDWOOD CR 31720 WEIBEL CR 31716 WEIBEL CR 31676 WEIBEL CR 29831 VIA SEVILLA 30298 VIA VAL VERDE 29813 VIA SEVlLLA 31571 VIA SANTA INES 28870 VIA NORTE 28715 VIA MONTEZUMA 28715 VIA MONTEZUMA 43058 VIA JUMILLA 39120 PALA VISTA 44618 PALA RD 31373 PAHUTA ST 31333 PAHUTA ST 42720 ORTONA ST 29911 MIRA LOMA 29860 MIRA LOMA 30685 MILKY WAY DR 30393 MILKY WAY DR 45610 MASTERS DR 30861 MASHIE WY 30917 MASHIE WY 27135 MADISON 42145 LYNDIE LN 39525 LONG RIDGE DR 30984 LOLITA RD 30754 LINKS 29920 LA CORONA CT 39790 KNOLLRIDGE DR 44080 JERAMIE DR 31081 IRON CR 29684 DEL REY RD 44870 CORTE SEVRINA 30158 CORTE SAN LUIS 30144 CORTE SAN LUIS 30129 CORTE SAN LUIS 30115 CORTE SAN LUIS 30102 CORTE SAN LUIS 30074 CORTE SAN LUIS 30073 CORTE SAN LUIS 30059 CORTE SAN LUIS 30046 CORTE SAN LUIS 30032 CORTE SAN LUIS 30018 CORTE SAN LUIS 30003 CORTE SAN LUIS 29753 CALLE PANTANO 40625 CALLE FIESTA 43740 CAJON DR 30889 BUNKER DR 42073 AVENIDA VISTA LADERA 42069 AVENIDA VISTA LADERA 42066 AVENIDA VISTA LADERA 42065 AVENIDA VISTA LADERA 30068 MANZANITA CT 42061 MAIN ST 32418 MAGENTA CT 32397 MAGENTA CT 29910 LOS NOGALES 31742 LOMALINDA RD 31712 LOMALINDA RD 31607 LOMALINDA RD 31505 LOMALINDA RD 30858 LOMALINDA RD 30702 LOMALINDA RD 32678 LEENA WY 41602 LAUREL VALLY CR 41584 LAUREL VALLEY CR 30082 LAUREL VALLEY CR 43950 LARINO CT 43925 LARINO CT 31367 LA SERENA WY 30043 LA PRIMAVERA ST 31107 KAHWEA RD 31283 JURA CT 31273 JURA CT 39561 JUNE RD 43563 JOHN WARNER RD 44080 JERAMINE DR 31082 IRON CR 31048 IRON CR 31041 IRON CR 31034 IRON CR 31033 IRON CR 31025 IRON CR 31024 IRON CR 31019 IRON CR 31016 IRON CR 31008 IRON CR 31005 IRON CR 31000 IRON CR 31049 IRON CR 31465 INVERNESS CT 31458 INVERNESS CT 31427 INVERNESS CT 31386 INVERNESS CT 31379 INVERNESS CT 31370 INVERNESS CT 31369 INVERNESS CT 42019 HUMBER DR 30554 GREENWAY CR 31120 S GENERAL KEARNY 29540 N GENERAL KEARNY 32515 GALATINA ST 32459 GALATINA ST 3329 FOX RD 33298 FOX RD 33291 FOX RD 33290 FOX RD 33283 FOX RD 33282 FOX RD 33276 FOX RD 33275 FOX RD 33270 FOX RD 33267 FOX RD 33264 FOX RD 33259 FOX RD 33258 FOX RD 32521 FAVARA DR 32507 FAVARA DR 32493 FAVARA DR 32479 FAVARA DR Box 43 Page I of 3 Box 43 32465 FAVARA DR 32423 FAVARA DR 32395 FAVARA DR 32369 FAVARA DR 43417 FASSANO CT 30540 ESTERO ST 41243 ESSEX CT 41238 ESSEX CT 41233 ESSEX CT 41228 ESSEX CT 41223 ESSEX CT 41218 ESSEX CT 41208 ESSEX CT 41205 ESSEX CT 41198 ESSEX CT 41188 ESSEX CT 31169 NASSAU CT 31153 NASSAU CT 31145 NASSAU CT 31144 NASSAU CT 31137 NASSAU CT 31129 NASSAU CT 31105 NASSAU CT 31104 NASSAU CT 41951 MORAGA RD 30408 MOONLIGHT CT 43992 MODENA DR 43501 MODENA DR 43442 MODENA DR 43441 MODENA DR 43432 MODENA DR 43431 MODENA DR 43422 MODENA DR 43412 MODENA DR 43342 MODENA DR 43282 MODENA DR 43248 MODENA DR 30331 MIRA LOMA DR 30221 MIRA LOMA DR 30685 MILKY WAY DR 30430 MILANO RD 30015 MILANO RD 32056 MERLO CREST 32055 MERLOT CREST 32024 MERLOT CREST 43157 MEADOWS PKWY 41405 MEADOW PKSNY 30861 MEADE RIVER CT 30981 MASHIE WY 30949 MASHIE WY 30933 MASHIE WY 30932 MASHIE WY 30869 MASHIE WY 43665 MANZANO DR 30507 NICOLAS RD 27229 NICOLAS RD 42003 NIBLICK RD 41998 NIBLICK RD 41997 NIBLICK RD 41992 NIBLICK RD 41799 NIBLICK RD 41793 NIBLICK RD 41792 NIBLICK RD 41783 NIBLICK RD 41774 NIBLICK RD 41766 NIBLICK RD 41758 NIBLICK RD 41750 NIBLICK RD 41742 NIBLICK RD 41734 NIBLICK RD 41728 NIBLICK RD 41725 NIBLICK RD 41722 NIBLICK RD 41719 NIBLICK RD 41718 NIBLICK RD 41713 NIBLICK RD 41707 NIBLICK RD 31193 NASSAU CT 31185 NASSAU CT 41161 CROOKED STICK DR 41151 CROOKED STICK DR 41150 CROOKED STICK DR 41141 CROOKED STICK DR 41131 CROOKED STICK DR 41121 CROOKED STICK DR 41111 CROOKED STICK DR 41101 CROOKED STICK DR 32209 COUR MEYNEY 32246 COUR MEYNEY 29892 CORTE TOLANO 32004 CORTE SOLEDAD 41618 CORTE SEDA 33483 CORTE PORFIRIO 32182 CORTE DEL CERRO 30259 CORTE COEHLO 30177 CORTE COEHLO 30110 CORTE COEHLO 31971 CORTE CASTRO 45075 CORTE CAROLINA 32100 CORTE CARMONA 32240 CORTE CARMELA 33621 CORTE BONILLA 43340 CORTE BENITEZ 45107 CORTE BELLA DONNA 43246 CORTE ARGENTO 43209 CORTE ARGENTO 31271 CORTE ALHAMBRA 33430 CORTE FIGUEROA 44000 CORONADO DR 31370 CONGRESSIONAL DR 31361 CONGRESSIONAL DR 31350 CONGRESSIONAL DR 31345 CONGRESSIONAL DR 31360 CONGRESSIONAL DR 31340 CONGRESSIONAL DR 31330 CONGRESSIONAL DR 31320 CONGRESSIONAL DR 31310 CONGRESSIONAL DR 31300 CONGRESSIONAL DR 31290 CONGRESSIONAL DR 30511 COLINA VERDE 30360 COLINA VERDE 27594 DANDELION CT Box 43 Page 2 of 3 Box 43 41231 CROOKED STICK DR 41221 CROOKED STICK DR 41211 CROOKED STICK DR 41210 CROOKED STICK DR 41201 CROOKED STICK DR 41191 CROOKED STICK DR 41181 CROOKED STICK DR 41171 CROOKED STICK DR 41170 CROOKED STICK DR 41160 CROOKED STICK DR 45267 ESMERADO CT 31248 EONA CR 43675 EL FARO PL 30970 EAGLE CT 30483 DUNUBE CT 31115 DOG LEG CR 27880 DEL RIO RD 30839 DEL REY RD 30305 DEL REY RD 30040 DEL REY RD 29855 DEL REY RD 29741 DEL REY RD 30955 DE PORTOLA RD 30160 DE PORTOLA RD TR 24131-F GARAGE DOOR OPENERS Box 43 Page 3 of 3 Box 44 43255 CORTE MONTILLA 43245 CORTE MONTILLA 43225 CORTE MONTILLA 43224 CORTE MONTILLA 43215 CORTE MONTILLA 43214 CORTE MONTILLA 43205 CORTE MONTILLA 43204 CORTE MONTILLA 43195 CORTE MONTILLA 43194 CORTE MONTILLA 43185 CORTE MONTILLA 43279 CORTE MONTILLA 43267 CORTE MONTILLA 43244 CORTE MONTILLA 43235 CORTE MONTILLA 43234 CORTE MONTILLA 43184 CORTE MONTILLA 43175 CORTE MONTILLA 43174 CORTE MONTILLA 43164 CORTE MONTILLA 43163 CORTE MONTILLA 43154 CORTE MONTILLA 43153 CORTE MONTILLA 43144 CORTE MONTILLA 43143 CORTE MONTILLA 43134 CORTE MONTILLA 43133 CORTE MONTILLA 28353 CORTE OCASA 28350 CORTE OCASA 28345 CORTE OCASA 28338 CORTE OCASA 28337 CORTE OCASA 28329 CORTE OCASA 28322 CORTE OCASA 28312 CORTE OCASA 28313 CORTE OCASA 28308 CORTE OCASA 28305 CORTE OCASA 28297 CORTE OCASA 28291 CORTE OCASA 28288 CORTE OCASA 28272 CORTE OCASA 28280 CORTE OCASA 28272 CORTE OCASA 28289 CORTE OCASA 28264 CORTE OCASA 28296 CORTE OCASA 31555 CORTE PACHECO 31541 CORTE PACHECO 31534 CORTE PACHECO 31501 CORTE PACHECO 31578 CORTE PACHECO 31577 CORTE PACHECO 31566 CORTE PACHECO 31565 CORTE PACHECO 31556 CORTE PACHECO 31541 CORTE PACHECO 31533 CORTE PACHECO 31521 CORTE PACHECO 31511 CORTE PACHECO 31489 CORTE PACHECO 31481 CORTE PACHECO 31798 CORTE PADRERA 31797 CORTE PADRERA 31789 CORTE PADRERA 31787 CORTE PADRERA 31786 CORTE PADRERA 31786 CORTE PADRERA 31777 CORTE PADRERA 31776 CORTE PADRERA 31765 CORTE PADRERA 31764 CORTE PADRERA 31755 CORTE PADRERA 31754 CORTE PADRERA 31743 CORTE PADRERA 31742 CORTE PADRERA 31732 CORTE PADRERA 31731 CORTE PADRERA 31720 CORTE PADRERA 31719 CORTE PADRERA 31710 CORTE PADRERA 31705 CORTE PADRERA 31698 CORTE PADRERA 31691 CORTE PADRERA 31688 CORTE PADRERA 31677 CORTE PADRERA 31676 CORTE PADRERA 31669 CORTE PADRERA 31655 CORTE PADRERA 31654 CORTE PADRERA 31645 CORTE PADRERA 31644 CORTE PADRERA 31632 CORTE PADRERA 31631 CORTE PADRERA 31622 CORTE PADRERA 31610 CORTE PADRERA 31605 CORTE PADRERA 31600 CORTE PADRERA 32405 CORTE PALACIO 32400 CORTE PALACIO 32397 CORTE PALACIO 32397 CORTE PALACIO 32392 CORTE PALACIO 32392 CORTE PALACIO 32389 CORTE PALACIO 32388 CORTE PALACIO 32382 CORTE PALACIO 32381 CORTE PALACIO 32374 CORTE PALACIO 32373 CORTE PALACIO 32366 CORTE PALACIO 32365 CORTE PALACIO 32358 CORTE PALACIO 32357 CORTE PALACIO 32350 CORTE PALAClO 32349 CORTE PALACIO 32334 CORTE PALAClO 32301 CORTE PALACIO 32289 CORTE PALAClO 32392 CORTE PALACIO 32381 CORTE PALACIO 32374 CORTE PALACIO 32350 CORTE PALACIO Box 44 Page 1 of 3 Box 44 32349 CORTE PALACIO 32342 CORTE PALACIO 32341 CORTE PALACIO 32334 CORTE PALACIO 32333 CORTE PALACIO 32326 CORTE PALAClO 32325 CORTE PALACIO 32313 CORTE PALACIO 32310 CORTE PALACIO 32301 CORTE PALACIO 32298 CORTE PALAClO 32290 CORTE PALAClO 32289 CORTE PALACIO 32275 CORTE PALACIO 32418 CORTE PARADO 32417 CORTE PARADO 32406 CORTE PAP, ADO 32395 CORTE PARADO 32394 CORTE PARADO 32383 CORTE PARADO 32382 CORTE PARADO 32370 CORTE PARADO 32371 CORTE PAP, ADO 32358 CORTE PAP, ADO 32346 CORTE PAP, ADO 32334 CORTE PARADO 32322 CORTE PARADO 32310 CORTE PARADO 32298 CORTE PAP, ADO 32285 CORTE PAP, ADO 32275 CORTE PARADO 32263 CORTE PARADO 32262 CORTE PAl=ADO 32251 CORTE PARADO 32250 CORTE PARADO 32238 CORTE PAP, ADO 32237 CORTE PAP, ADO 32227 CORTE PARADO 32226 CORTE PAP, ADO 32215 CORTE PARADO 32209 CORTE PARADO 32205 CORTE PARADO 32201 CORTE PARADO 32238 CORTE PARADO 32195 CORTE PARADO 32185 CORTE PARADO 32178 CORTE PARADO 32177 CORTE PARADO 32166 CORTE PARADO 32165 CORTE PARADO 32154 CORTE PARADO 32153 CORTE PARADO 32142 CORTE PARADO 32141 CORTE PARADO 32130 CORTE PARADO 32125 CORTE PARADO 32118 CORTE PARADO 32106 CORTE PARADO 41622 CORTE PERGAMINO 41621 CORTE PERGAMINO 41614 CORTE PERGAMINO 41613 CORTE PERGAMINO 41606 CORTE PERGAMINO 41605 CORTE PERGAMINO 41598 CORTE PERGAMINO 41597 CORTE PERGAMINO 41590 CORTE PERGAMINO 41583 CORTE PERGAMINO 41582 CORTE PERGAMINO 41574 CORTE PERGAMINO 41573 CORTE PERGAMINO 41565 CORTE PERGAMINO 41566 CORTE PERGAMINO 41558 CORTE PERGAMINO 41557 CORTE PERGAMINO 41550 CORTE PERGAMINO 41549 CORTE PERGAMINO 41540 CORTE PERGAMINO 41539 CORTE PERGAMINO 41530 CORTE PERGAMINO 41529 CORTE PERGAMINO 41521 CORTE PERGAMINO 41520 CORTE PERGAMINO 41510 CORTE PERGAMINO 30148 CORTE PLATA 30163 CORTE PLATA 30166 CORTE PLATA 30181 CORTE PLATA 30184 CORTE PLATA 30197 CORTE PLATA 30202 CORTE PLATA 31127 CORTE PLATA 30127 CORTE PLATA 30130 CORTE PLATA 30145 CORTE PLATA 30217 CORTE PLATA 30220 CORTE PLATA 30235 CORTE PLATA 30238 CORTE PLATA 31760 CORTE POLLENSA 31763 CORTE POLLENSA 31766 CORTE POLLENSA 31769 CORTE POLLENSA 31772 CORTE POLLENSA 31778 CORTE POLLENSA 31779 CORTE POLLENSA 31784 CORTE POLLENSA 31789 CORTE POLLENSA 31790 CORTE POLLENSA 31796 CORTE POLLENSA 31802 CORTE POLLENSA 31808 CORTE POLLENSA 31809 CORTE POLLENSA 31814 CORTE POLLENSA 31819 CORTE POLLENSA 31820 CORTE POLLENSA 31826 CORTE POLLENSA 31829 CORTE POLLENSA 31832 CORTE POLLENSA 31839 CORTE POLLENSA 31844 CORTE POLLENSA 31849 CORTE POLLENSA 31850 CORTE POLLENSA Box 44 Page 2 of 3 Box 44 31856 CORTE POLLENSA 31862 CORTE POLLENSA 31865 CORTE POLLENSA 31868 CORTE POLLENSA 31874 CORTE POLLENSA 31879 CORTE POLLENSA 31880 CORTE POLLENSA 31885 CORTE POLLENSA 31886 CORTE POLLENSA 31891 CORTE POLLENSA 31892 CORTE POLLFNSA 31897 CORTE POLLENSA 31898 CORTE POLLENSA 31903 CORTE POLLENSA 31904 CORTE POLLENSA 31909 CORTE POLLENSA 31910 CORTE POLLENSA 31915 CORTE POLLENSA 31916 CORTE POLLENSA 31921 CORTE POLLENSA 31922 CORTE POLLENSA 31927 CORTE POLLENSA 31928 CORTE POLLENSA 31932 CORTE POLLENSA 31799 CORTE POLLENSA 33493 CORTE POLLENSA 33482 CORTE PORFIRIO 33470 CORTE PORFIRIO 33495 CORTE PORFIRIO 33483 CORTE PORFIRIO 33496 CORTE PORFIRIO 33505 CORTE PORFIRIO 33506 CORTE PORFIRIO 33509 CORTE PORFIRIO 33511 CORTE PORFIRIO 33512 CORTE PORFIRIO 33513 CORTE PORFIRIO Box 44 Page 3 of 3 Box 45 32110 CAMINO HERENCIA 41787 CAMINO 32130 CAMINO HERENClA 41792 CAMINO 32139 CAMINO HERENCIA 41798 CAMINO 32140 CAMINO HERENCIA 41799 CAMINO 32149 CAMINO HERENCIA 41810 CAMINO 32150 CAMINO HERENCIA 41811 CAMINO 32159 CAMINO HERENCIA 41822 CAMINO 32160 CAMINO HERENCIA 41823 CAMINO 32169 CAMINO HERENCI^ 41834 CAMINO 32170 CAMINO HERENCIA 41835 CAMINO 32179 CAMINO HERENClA 41847 CAMINO 32189 CAMINO HERENClA 41850 CAMINO 32199 CAMINO HERENClA 41859 CAMINO 29740 CAMINO DEL SOL DR 41074 CAMINO 29760 CAMINO DEL SOL DR 41100 CAMINO 29781 CAMINO DEL SOL DR 41150 CAMINO 29811 CAMINO DEL SOL DR 42999 CAMINO 29820 CAMINO DEL SOL DR 43011 CAMINO 29821 CAMINO DEL SOL DR 43016 CAMINO 29833 CAMINO DEL SOL DR 43023 CAMINO 29855 CAMINO DEL SOL DR 43026 CAMINO 29880 CAMINO DEL SOL DR 43035 CAMINO 29961 CAMINO DEL SOL DP, 43036 CAMINO 29881 CAMINO DEL SOL DP, 43046 CAMINO 29981 CAMINO DEL SOL DP, 43047 CAMINO 31008 CAMINO DEL ESTE 43056 CAMINO 31027 CAMINO DEL ESTE 43059 CAMINO 31058 CAMINO DEL ESTE 43060 CAMINO 31086 CAMINO DEL ESTE 43071 CAMINO 31099 CAMINO DEL ESTE 43076 CAMINO 31070 CAMINO DEL ESTE 43083 CAMINO 31129 CAMINO DEL ESTE 43086 CAMINO 31138 CAMINO DEL ESTE 43095 CAMINO 31139 CAMINO DEL ESTE 43096 CAMINO 31163 CAMINO DEL ESTE 31167 CAMINO DEL ESTE 31078 CAMINO DEL ESTE 31143 CAMINO DEL ESTE 41763 CAMINO DE LA TORRE 41775 CAMINO DE LA TORRE 41786 CAMINO DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE DE LA TORRE CORTO CORTO CORTO CASILLAS CASlLLAS CASlLLAS CASILLAS CASILLAS CASILLAS CASILLAS CASILLAS CASILLAS CASILLAS CASILLAS CASILLAS CASILLAS CASILLAS CASlLLAS CASILLAS CASILLAS CASlLLAS 43106 CAMINO CASILLAS 43107 CAMINO CASILLAS 43116 CAMINO CASILLAS 43119 CAMINO CASlLLAS 43126 CAMINO CASILLAS 43131 CAMINO CASlLLAS 43136 CAMINO CASlLLAS 43143 CAMINO CASILLAS 43146 CAMINO CASILLAS 43155 CAMINO CASILLAS 43156 CAMINO CASILLAS 43166 CAMINO CASlLLAS 43167 CAMINO CASILLAS 43176 CAMINO CASILLAS 43179 CAMINO CASlLLAS 43181 CAMINO CASILLAS 41997 CAMINO CASANA 42005 CAMINO CASANA 42006 CAMINO CASANA 42013 CAMINO CASANA 42014 CAMINO CASANA 42021 CAMINO CASANA 42022 CAMINO CASANA 42029 CAMINO CASANA 42030 CAMINO CASANA 42037 CAMINO CASANA 42038 CAMINO CASANA 41894 CAMINO CASANA 41902 CAMINO CASANA 41910 CAMINO CASANA 41918 CAMINO CASANA 41926 CAMINO CASANA 41934 CAMINO CASANA 41942 CAMINO CASANA 41950 CAMINO CASANA 41951 CAMINO CASANA. 41958 CAMINO CASANA 41959 CAMINO CASANA 41966 CAMINO CASANA 41967 CAMINO CASANA 41971 CAMINO CASANA 41974 CAMINO CASANA 41975 CAMINO CASANA 41991 CAMINO CASANA 43168 CAMINO CARUNA 43180 CAMINO CARUNA 43175 CAMINO CARUNA 43187 CAMINO CARUNA Box 45 Page 1 of 3 Box 45 43192 CAMINO CARUNA 43199 CAMINO CARUNA 43204 CAMINO CARUNA 43211 CAMINO CARUNA 43216 CAMINO CARUNA 43223 CAMINO CARUNA 43228 CAMINO CARUNA 43235 CAMINO CARUNA 43240 CAMINO CARUNA 43247 CAMINO CARUNA 43252 CAMINO CARUNA 43259 CAMINO CARUNA 43264 CAMINO CARUNA 43271 CAMINO CARUN^ 43276 CAMINO CARUNA 43283 CAMINO CARUNA 43295 CAMINO CARUNA 42947 CAMINO CARUNA 42959 CAMINO CARUNA 42971 CAMINO CARUNA 42983 CAMINO CARUNA 42990 CAMINO CARUNA 42995 CAMINO CARUNA 43002 CAMINO CARUNA 43007 CAMINO CARUNA 43014 CAMINO CARUNA 43019 CAMINO CARUNA 43026 CAMINO CARUNA 43031 CAMINO CARUNA 43038 CAMINO CARUNA 43043 CAMINO CARUNA 43050 CAMINO CARUNA 43055 CAMINO CARUNA 43062 CAMINO CARUNA 43067 CAMINO CARUNA 43079 CAMINO CARUNA 43091 CAMINO CARUNA 43103 CAMINO CARUNA 43105 CAMINO CARUNA 43108 CAMINO CARUNA 43120 CAMINO CARUNA 43127 CAMINO CARUNA 43130 CAMINO CARUNA 43132 CAMINO CARUNA 43139 CAMINO CARUNA 43144 CAMINO CARUNA 43151 CAMINO CARUNA 43153 CAMINO CARUNA 43156 CAMINO CARUNA 43163 CAMINO CARUNA 30812 CALVADO CT 42835 CAMINO ALAGON 42843 CAMINO ALAGON 42851 CAMINO ALAGON 42859 CAMINO ALAGON 42867 CAMINO ALAGON 42875 CAMINO ALAGON 42883 CAMINO ALAGON 42891 CAMINO ALAGON 31880 CALLE VIMIANZO 31885 CALLE VIMIANZO 31890 CALLE VIMIANZO 31895 CALLE VIMIANZO 31900 CALLE VIMIANZO 31905 CALLE VIMIANZO 31915 CALLE VIMIANZO 31920 CALLE VIMIANZO 31925 CALLE VIMIANZO 31930 CALLE VIMIANZO 31935 CALLE VIMIANZO 31940 CALLE VIMIANZO 31945 CALLE VIMIANZO 31950 CALLE VIMIANZO 31955 CALLE VIMIANZO 31960 CALLE VIMIANZO 31965 CALLE VIMIANZO 31970 CALLE VIMIANZO 43543 CALLE VIMIANZO 29645 CALLE VIMIANZO 31760 CALLE VIMIANZO 31780 CALLE VIMIANZO 31790 CALLE VIMIANZO 31800 CALLE VIMIANZO 31810 CALLE VIM IANZO 31820 CALLE VIMIANZO 31830 CALLE VIMIANZO 31840 CALLE VIMIANZO 31850 CALLE VIMIANZO 31855 CALLE VIMIANZO 31860 CALLE VIMIANZO 31865 CALLE VIMIANZO 31870 CALLE VIMIANZO 31875 CALLE VIMIANZO 43083 CALLE VERONICA 43092 CALLE VERONICA 43102 CALLE VERONICA 43103 CALLE VERONICA 43112 CALLE VERONICA 43113 CALLE VERONICA 43122 CALLE VERONICA 43123 CALLE VERONICA 43132 CALLE VERONICA 40294 CALLE TORCIDA 40320 CALLE TORClDA 40321 CALLE TORCIDA 40340 CALLE TORCIDA 40420 CALLE TORCIDA 40425 CALLE TORCIDA 40440 CALLE TORClDA 40470 CALLE TORCIDA 40490 CALLE TORCIDA 40520 CALLE TOP, CIDA 40523 CALLE TORClDA 40544 CALLE TORCIDA 40590 CALLE TORCIDA 40611 CALLE TORClDA 40630 CALLE TORClDA 40650 CALLE TORClDA 40670 CALLE TORCIDA 40671 CALLE TORCIDA 40685 CALLE TORCIDA 40690 CALLE TORClDA 40695 CALLE TORCIDA Box 45 Page 2 of 3 Box 45 30310 CALLE SONORA 30311 CALLE SONORA 30325 CALLE SONORA 30326 CALLE SONORA 30340 CALLE SONORA 30365 CALLE SONORA 30366 CALLE SONORA 30380 CALLE SONORA 30398 CALLE SONORA 41403 CALLE TAJO 41405 CALLE TAJO 41418 CALLE TAJO 41437 CALLE TAJO 41461 CALLE TAJO 40460 CALLE TAJO 40472 CALLE TIARRA 40491 CALLE TIARRA 40510 CALLE TIARRA 40535 CALLE TIARRA 40565 CALLE TIARRA 40415 CALLE TORClDA Box 45 Page 3 of 3 Box 46 40251 HOLDEN CF{ 40027 HOLDEN CF{ 40110 HOLDEN CF{ 40167 HOLDEN CF{ 40219 HOLDEN CF{ 40245 HOLDEN CF{ 31244 HIAWATHA CT 31268 HIAWATHA CT 31273 HIAWATHA CT 43934 HIGHLANDER DR 43935 HIGHLANDER DR 43950 HIGHLANDEF{ DR 43966 HIGHLANDER DR 44041 HIGHLANDER DR 44042 HIGHLANDER DR 44056 HIGHLANDER DR 31228 HEITZ 31250 HEITZ 31258 HEITZ 31266 HEITZ 31273 HEITZ 31274 HEITZ 31282 HEITZ 31289 HEITZ 31290 HEITZ 31298 HEITZ 31301 HEITZ 31389 HEITZ 31390 HEITZ 31397 HEITZ 31398 HEITZ 31405 HEITZ 31406 HEITZ 31414 HEITZ 31421 HEITZ 31422 HEITZ 31429 HEITZ 31430 HEITZ 31437 HEITZ 31438 HEITZ 31438 HEITZ 31445 HEITZ 31446 HEITZ 31453 HEITZ 31454 HEITZ 31461 HEITZ 31462 HEITZ 31469 HEITZ 31470 HEITZ 31477 HEITZ 31478 HEITZ 31485 HEITZ 31486 HEITZ 31493 HEITZ 31494 HEITZ 31501 HEITZ 31509 HEITZ 31633 HEATHER WAY 31614 HEATHER WAY 31618 HEATHEF{ WAY 31621 HEATHER WAY 31622 HEATHER WAY 31625 HEATHER WAY 31626 HEATHER WAY 31629 HEATHER WAY 31630 HEATHER WAY 31634 HEATHEF{ WAY 31637 HEATHER WAY 31638 HEATHER WAY 31641 HEATHER WAY 31642 HEATHER WAY 31645 HEATHER WAY 31646 HEATHER WAY 31649 HEATHER WAY 31650 HEATHEF{ WAY 31653 HEATHER WAY 31654 HEATHER WAY 31657 HEATHER WAY 31658 HEATHER WAY 31622 HEATHER WAY 45686 HOPACTONG ST 45828 HOPACTONG ST 45862 HOPACTONG ST 45870 HOPACTONG ST 45884 HOPACTONG ST 45890 HOPACTONG ST 30511 HOLLYBEF{F{Y LN 30521 HOLLYBERF{Y LN 30622 HOLLYBEF{F{Y LN 30531 HOLLYBEF{F{Y LN 30541 HOLLYBEF{F{Y LN 30551 HOLLYBEF{F{Y LN 30561 HOLLYBERF{Y LN 30591 HOLLYBERF{Y LN 30605 HOLLYBERRY LN 41799 HUMBER DR 41804 HUMBER DR 41810 HUMBER DR 41816 HUMBER DR 41822 HUMBER DR 41823 HUMBER DF{ 41828 HUMBEF{ DR 41829 HUMBEF{ DR 41835 HUMBER DR 41834 HUMBER DF{ 41835 HUMBEF{ DR 41840 HUMBER DR 41841 HUMBER DR 41844 HUMBER DR 41846 HUMBER DR 41847 HUMBER DR 41853 HUMBER DR 41862 HUMBER DR 41865 HUMBER DR 41868 HUMBER DR 41869 HUMBER DR 41874 HUMBER DR 41875 HUMBER DR 41879 HUMBER DR 41880 HUMBER DR 41885 HUMBER DR 41886 HUMBER DR 41892 HUMBER DR Box 46 Page I of 2 Box 46 41895 HUMBER DR 41898 HUMBER DR 41899 HUMBER DR 41904 HUMBER DR 41905 HUMBER DR 41910 HUMBER DR 41916 HUMBER DR 41917 HUMBER DR 41923 HUMBER DR 41929 HUMBER DR 41935 HUMBER DR 41942 HUMBER DR 41948 HUMBER DR 41954 HUMBER DR 41960 HUMBER DR 41966 HUMBER DR 41972 HUMBER DR 41978 HUMBER DR 41755 HUMBER DR 41756 HUMBER DR 41758 HUMBER DR 41761 HUMBER DR 41762 HUMBER DR 41767 HUMBER DR 41768 HUMBER DR 41774 HUMBER DR 41775 HUMBER DR 41779 HUMBER DR 41780 HUMBER DR 41786 HUMBER DR 41787 HUMBER DR 41795 HUMBER DR 41796 HUMBER DR 41798 HUMBER DR 41984 HUMBER DR 41990 HUMBER DR 41996 HUMBER DR 42002 HUMBER DR 42005 HUMBER DR 42011 HUMBER DR 42019 HUMBER DR 42020 HUMBER DR 42025 HUMBER DR 42026 HUMBER DR 42031 HUMBER DR 42032 HUMBER DR 42037 HUMBER DR 42038 HUMBER DR 42043 HUMBER DR 42044 HUMBER DR 42049 HUMBER DR 42050 HUMBER DR 42056 HUMBER DR 42062 HUMBER DR 42068 HUMBER DR 42074 HUMBER DR 42075 HUMBER DR 42079 HUMBER DR 42080 HUMBER DR 42085 HUMBER DR 42086 HUMBER DR 42089 HUMBER DR 42091 HUMBER DR 42092 HUMBER DR 42097 HUMBER DR 42098 HUMBER DR 42099 HUMBER DR 42103 HUMBER DR 42104 HUMBER DR 42105 HUMBER DR 42109 HUMBER DR 42110 HUMBER DR 42111 HUMBER DR 42117 HUMBER DR 42121 HUMBER DR 42125 HUMBER DR 42127 HUMBER DR 42133 HUMBER DR 42135 HUMBER DR 42141 HUMBER DR 42145 HUMBER DR 42155 HUMBER DR 42185 HUMBER DR 42165 HUMBER DR 42175 HUMBER DR 42195 HUMBER DR 42205 HUMBER DR 42215 HUMBER DR 42225 HUMBER DR 42898 HUMBER DR 31022 HUMBOLDT CT 31030 HUMBOLDT CT 31086 HUMBOLDT CT Box 46 Page 2 of 2 Box 47 32179 CALLE AVELLA 32189 CALLE AVELLA 32199 CALLE AVELLA 32199 CALLE AVELLA 32209 CALLE AVELLA 32219 CALLE AVELLA 32229 CALLE AVELLA 32230 CALLE AVELLA 32239 CALLE AVELLA 32240 CALLE AVELLA 32249 CALLE AVELLA 32250 CALLE AVELLA 32259 CALLE AVELLA 32260 CALLE AVELLA 32269 CALLE AVELLA 32270 CALLE AVELLA 32279 CALLE AVELLA 32280 CALLE AVELLA 32290 CALLE AVELLA 32300 CALLE AVELLA 31857 CALLE BALLENTINE 31858 CALLE BALLENTINE 31862 CALLE BALLENTINE 31863 CALLE BALLENTINE 31869 CALLE BALLENTINE 31866 CALLE BALLENTINE 31870 CALLE BALLENTINE 31874 CALLE BALLENTINE 31875 CALLE BALLENTINE 31878 CALLE BALLENTINE 31881 CALLE BALLENTINE 31882 CALLE BALLENTINE 31886 CALLE BALLENTINE 31887 CALLE BALLENTINE 31890 CALLE BALLENTINE 31694 CALLE BALLENTINE 31895 CALLE BALLENTINE 31898 CALLE BALLENTINE 31900 CALLE BALLENTINE 31902 CALLE BALLENTINE 31903 CALLE BALLENTINE 31906 CALLE BALLENTINE 31911 CALLE BALLENTINE 31910 CALLE BALLENTINE 31914 CALLE BALLENTINE 31918 CALLE BALLENTINE 31919 CALLE BALLENTINE 31922 CALLE BALLENTINE 31926 CALLE BALLENTINE 31927 CALLE BALLENTINE 31930 CALLE BALLENTINE 31934 CALLE BALLENTINE 31935 CALLE BALLENTINE 31936 CALLE BALLENTINE 31938 CALLE BALLENTINE 31942 CALLE BALLENTINE 31943 CALLE BALLENTINE 31950 CALLE BALLENTINE 31951 CALLE BALLENTINE 31954 CALLE BALLENTINE 31958 CALLE BALLENTINE 31959 CALLE BALLENTINE 31962 CALLE BALLENTINE 31966 CALLE BALLENTINE 31967 CALLE BALLENTINE 31970 CALLE BALLENTINE 31974 CALLE BALLENTINE 31975 CALLE BALLENTINE 31978 CALLE BALLENTINE 31981 CALLE BALLENTINE 31982 CALLE BALLENTINE 31986 CALLE BALLENTINE 31987 CALLE BALLENTINE 31994 CALLE BALLENTINE 31995 CALLE BALLENTINE 32000 CALLE BALLENTINE 32005 CALLE BALLENTINE 32010 CALLE BALLENTINE 32015 CALLE BALLENTINE 32020 CALLE BALLENTINE 32025 CALLE BALLENTINE 32030 CALLE BALLENTINE 32035 CALLE BALLENTINE 32040 CALLE BALLENTINE 32045 CALLE BALLENTINE 32050 CALLE BALLENTINE 32055 CALLE BALLENTINE 32060 CALLE BALLENTINE 32065 CALLE BALLENTINE 32070 CALLE BALLENTINE 32075 CALLE BALLENTINE 32075 CALLE BALLENTINE 32085 CALLE BALLENTINE 32095 CALLE BALLENTINE 32105 CALLE BALLENTINE 32115 CALLE BALLENTINE 31609 CALLE BARCALDO 31619 CALLE BARCALDO 31629 CALLE BARCALDO 31639 CALLE BARCALDO 31663 CALLE BARCALDO 31663 CALLE BARCALDO 31675 CALLE BARCALDO 31699 CALLE BARCALDO 31759 CALLE BARCALDO 31663 CALLE BARCALDO 31675 CALLE BARCALDO 31687 CALLE BARCALDO 31699 CALLE BARCALDO 31711 CALLE BARCALDO 31723 CALLE BARCALDO 31735 CALLE BARCALDO 31747 CALLE BARCALDO 43264 CALLE CARABANA 43335 CALLE CARABANA 43347 CALLE CARABANA 43349 CALLE CARABANA 43363 CALLE CARABANA 43377 CALLE CARABANA 43376 CALLE CARABANA 43391 CALLE CARABANA 43392 CALLE CARABANA 43403 CALLE CARABANA Box 47 Page I of 3 Box 47 43405 CALLE CARABANA 43406 CALLE CARABANA 43433 CALLE CARABANA 43446 CALLE CARABANA 43447 CALLE CARABANA 43460 CALLE CARABANA 43461 CALLE CARABANA 43474 CALLE CARABANA 43488 CALLE CARABANA 43502 CALLE CARABANA 43503 CALLE CARABANA 43517 CALLE CARABANA 43531 CALLE CARABANA 43335 CALLE CARABANA 31665 CALLE CATALDO 31670 CALLE CATALDO 31675 CALLE CATALDO 31680 CALLE CATALDO 31685 CALLE CATALDO 31690 CALLE CATALDO 31695 CALLE CATALDO 31700 CALLE CATALDO 31705 CALLE CATALDO 31710 CALLE CATALDO 31715 CALLE CATALDO 31720 CALLE CATALDO 31730 CALLE CATALDO 31740 CALLE CATALDO 31750 CALLE CATALDO 31760 CALLE CATALDO 41725 CALLE CEDRAL 41820 CALLE CEDRAL 41995 CALLE CEDRAL 41997 CALLE CEDRAL 28641 CALLE CORTEZ 28671 CALLE CORTEZ 28678 CALLE CORTEZ 43399 CALLE DE VELARDO 31880 CALLE ESPINOZA 31886 CALLE ESPINOZA 31892 CALLE ESPINOZA 31898 CALLE ESPINOZA 31904 CALLE ESPINOZA 31910 CALLE ESPINOZA 31916 CALLE ESPINOZA 31922 CALLE ESPINOZA 31928 CALLE ESPINOZA 31929 CALLE ESPINOZA 31934 CALLE ESPINOZA 31935 CALLE ESPINOZA 31940 CALLE ESPINOZA 31941 CALLE ESPINOZA 31946 CALLE ESPINOZA 31947 CALLE ESPINOZA 31952 CALLE ESPINOZA 31953 CALLE ESPINOZA 31958 CALLE ESPINOZA 31959 CALLE ESPINOZA 31965 CALLE ESPINOZA 31970 CALLE ESPINOZA 31971 CALLE ESPINOZA 31976 CALLE ESPINOZA 31977 CALLE ESPINOZA 31982 CALLE ESPINOZA 31983 CALLE ESPINOZA 31986 CALLE ESPINOZA 31991 CALLE ESPINOZA 31994 CALLE ESPINOZA 31999 CALLE ESPINOZA 32000 CALLE ESPINOZA 32005 CALLE ESPINOZA 32006 CALLE ESPINOZA 32012 CALLE ESPINOZA 32013 CALLE ESPINOZA 32018 CALLE ESPINOZA 32023 CALLE ESPINOZA 32023 CALLE ESPINOZA 32024 CALLE ESPINOZA 32030 CALLE ESPINOZA 32036 CALLE ESPINOZA 31230 CALLE FELICIDAD 31240 CALLE FELICIDAD 40395 CALLE FIESTA 40415 CALLE FIESTA 40435 CALLE FIESTA 40436 CALLE FIESTA 31265 CALLE FIESTA 40441 CALLE FIESTA 40451 CALLE FIESTA 40456 CALLE FIESTA 40476 CALLE FIESTA 40481 CALLE FIESTA 40473 CALLE FIESTA 40512 CALLE FIESTA 40550 CALLE FIESTA 40575 CALLE FIESTA 40588 CALLE FIESTA 40608 CALLE FIESTA 40625 CALLE FIESTA 40628 CALLE FIESTA 32242 CORTE GARDANO 32243 CORTE GARDANO 32252 CORTE GARDANO 32253 CORTE GARDANO 32262 CORTE GARDANO 32263 CORTE GARDANO 32272 CORTE GARDANO 32273 CORTE GARDANO 32282 CORTE GARDANO 32283 CORTE GARDANO 31605 CALLE GIRASOL 31695 CALLE GIRASOL 30020 CALLE HALCON 30025 CALLE HALCON 30064 CALLE HALCON 30126 CALLE HALCON 31047 CALLE HALCON 30265 CALLE HALCON 30168 CALLE HALCON 30169 CALLE HALCON 30313 CALLE HALCON 30314 CALLE HALCON 30345 CALLE HALCON Box 47 Page 2 of 3 Box 47 30366 CALLE HALCON 42950 CALLE JEMINEZ 42953 CALLE JEMINEZ 42958 CALLE JEMINEZ 42961 CALLE JEMINEZ 42964 CALLE JEMINEZ 42969 CALLE JEMINEZ 42972 CALLE JEMINEZ 42977 CALLE JEMINEZ 42980 CALLE JEMINEZ 42985 CALLE JEMINEZ 42988 CALLE JEMINEZ 42993 CALLE JEMINIEZ 42996 CALLE JEMINIEZ 43001 CALLE JEMINEZ 43039 CALLE JEMINEZ 43004 CALLE JEMINEZ 43009 CALLE JEMINEZ 43015 CALLE JEMINEZ 43020 CALLE JEMINEZ 43021 CALLE JEMINEZ 43027 CALLE JEMINEZ 43033 CALLE JEMINEZ 43036 CALLE JEMINEZ 43028 CALLE JEMINEZ 43039 CALLE JEMINEZ Box 47 Page 3 of 3 Box 48 31540 CORTE TAQUITA 31546 CORTE TAQUITA 31552 CORTE TAQUITA 31558 CORTE TAQUITA 31561 CORTE TAQUITA 31564 (30RTE TAQUITA 31567 CORTE TAQUITA 31570 CORTE TAQUITA 31573 CORTE TAQUITA 31576 CORTE TAQUITA 31579 CORTE TAQUITA 31582 CORTE TAQUITA 31296 (3ORTE TALVARA 31276 CORTE TALVARA 31176 CORTE TALVERA 31246 CORTE TALVERA 31186 CORTE TALVERA 31354 CORTE TALVERA 31421 CORTE TALVERA 29880 CORTE TOLANO 29891 CORTE TOLANO 29892 CORTE TOLANO 29903 CORTE TOLANO 29904 CORTE TOLANO 29925 CORTE TOLANO 29926 CORTE TOLANO 29937 CORTE TOLANO 29938 CORTE TOLANO 29950 CORTE TOLANO 29962 CORTE TOLANO 29974 CORTE TOLANO 29986 CORTE TOLANO 29998 CORTE TOLANO 29999 CORTE TOLANO 30006 CORTE TOLANO 30010 CORTE TOLANO 30011 CORTE TOLANO 30025 CORTE TOLANO 30039 CORTE TOLANO 30051 CORTE TOLANO 30063 CORTE TOLANO 30075 CORTE TOLANO 30087 CORTE TOLANO 31489 CORTE SONORA 31488 CORTE SONORA 31466 CORTE SONORA 31461 CORTE SONORA 31456 CORTE SONORA 31346 CORTE SONORA 31446 CORTE SONORA 31436 CORTE SONORA 31435 CORTE SONORA 31423 CORTE SONORA 31418 CORTE SONORA 31413 CORTE SONORA 31401 CORTE SONORA 31400 CORTE SONORA 31391 CORTE SONORA 31390 CORTE SONORA 31379 CORTE SONORA 31378 CORTE SONORA 31368 CORTE SONORA 31357 CORTE SONORA 31356 CORTE SONORA 31335 CORTE SONORA 31477 CORTE SONORA 31478 CORTE SONORA 31965 CORTE SOLEDAD 31968 CORTE SOLEDAD 31977 CORTE SOLEDAD 31980 CORTE SOLEDAD 31989 CORTE SOLEDAD 31992 CORTE SOLEDAD 32004 CORTE SOLEDAD 32007 (3ORTE SOLEDAD 32010 CORTE SOLEDAD 32013 CORTE SOLEDAD 32022 CORTE SOLEDAD 32034 CORTE SOLEDAD 32040 CORTE SOLEDAD 32046 CORTE SOLEDAD 32052 CORTE SOLEDAD 32058 CORTE SOLEDAD 32064 CORTE SOLEDAD 32016 CORTE SOLEDAD 32028 CORTE SOLEDAD 32070 CORTE SOLEDAD 32076 CORTE SOLEDAD 32082 CORTE SOLEDAD 32088 CORTE SOLEDAD 32094 CORTE SOLEDAD 32095 CORTE SOLEDAD 32100 CORTE SOLEDAD 32101 CORTE SOLEDAD 32106 CORTE SOLEDAD 32107 CORTE SOLEDAD 32112 CORTE SOLEDAD 32118 CORTE SOLEDAD 32119 CORTE SOLEDAD 32124 CORTE SOLEDAD 32130 CORTE SOLEDAD 42921 CORTE SIERO 42926 CORTE SIERO 42927 CORTE SIERO 42933 CORTE SlERO 42938 CORTE SlERO 42939 CORTE SIERO 42944 CORTE SlERO 42945 CORTE SIERO 42951 CORTE SlERO 42956 (3ORTE SIERO 42957 CORTE SIERO 42920 CORTE SIERO 44856 CORTE SIERRA 44859 CORTE SIERRA 44862 CORTE SIERRA 44865 CORTE SIERRA 44868 CORTE SIERRA 44871 CORTE SIERRA 44874 CORTE SIERRA 44877 CORTE SIERRA 44883 CORTE SIERRA 44886 CORTE SIERRA Box 48 Page I of 3 Box 48 44889 CORTE SIERRA 44895 CORTE SIERRA 44898 CORTE SIERRA 44904 CORTE SIERRA 44910 CORTE SIERRA 44853 CORTE SIERRA 32365 CORTE SANTA CATALINA 32353 CORTE SANTA 32341 CORTE SANTA 32318 CORTE SANTA 32317 CORTE SANTA 32305 CORTE SANTA 32300 CORTE SANTA 32293 CORTE SANTA 32282 CORTE SANTA 32281 CORTE SANTA CATALINA CATALINA CATALINA CATALINA CATALINA CATALINA CATALINA CATALINA CATALINA 32401 CORTE SANTA CATALINA 32287 CORTE SAN VINCENTE 32290 CORTE SAN VINCENTE 32291 CORTE SAN VINCENTE 32302 CORTE SAN VINCENTE 32305 CORTE SAN VINCENTE 32314 CORTE SAN VINCENTE 32326 CORTE SAN VINCENTE 32327 CORTE SAN VINCENTE 32338 CORTE SAN VINCENTE 32350 CORTE SAN VINCENTE 32359 CORTE SAN VINCENTE 32362 CORTE SAN VINCENTE 32371 CORTE SAN VINCENTE 32374 CORTE SAN VINCENTE 32383 CORTE SAN VINCENTE 32386 CORTE SAN VINCENTE 32395 CORTE SAN VINCENTE 32398 CORTE SAN VlNCENTE 30158 CORTE SAN LUIS 30150 CORTE SAN LUIS 30144 CORTE SAN LUIS 30143 CORTE SAN LUIS 30136 CORTE SAN LUIS 30130 CORTE SAN LUIS 30129 CORTE SAN LUIS 30122 CORTE SAN LUIS 30116 CORTE SAN LUIS 30115 CORTE SAN LUIS 30102 CORTE SAN LUIS 30101 CORTE SAN LUIS 30088 CORTE SAN LUIS 30087 CORTE SAN LUIS 30074 CORTE SAN LUIS 30073 CORTE SAN LUIS 30060 CORTE SAN LUIS 30059 CORTE SAN LUIS 30046 CORTE SAN LUIS 30045 CORTE SAN LUIS 30032 CORTE SAN LUIS 30031 CORTE SAN LUIS 30018 CORTE SAN LUIS 30017 CORTE SAN LUIS 30012 CORTE SAN LUIS 30012 CORTE SAN LUIS 30003 CORTE SAN LUIS 30002 CORTE SAN LUIS 29990 CORTE SAN LUIS 29989 CORTE SAN LUIS 44870 CORTE SAN LUIS 44864 CORTE SAN LUIS 44861 CORTE SEVRINA 44859 CORTE SEVRINA 31408 CORTE SAN LEANDRO 31389 CORTE SAN LEANDRO 31386 CORTE SAN LEANDRO 44672 CORTE SAN LEANDRO 44671 CORTE SAN LEANDRO 44666 CORTE SAN GABRIEL 44665 CORTE SAN GABRIEL 44660 CORTE SAN GABRIEL 44659 CORTE SAN GABRIEL 44655 CORTE SAN GABRIEL 44654 CORTE SAN GABRIEL 44649 CORTE SAN GABRIEL 44648 CORTE SAN GABRIEL 44643 CORTE SAN GABRIEL 44635 CORTE SAN GABRIEL 31617 CORTE SALINAS 31616 CORTE SALINAS 31586 CORTE SALINAS 31578 CORTE SALINAS 31577 CORTE SALINAS 31569 CORTE SALINAS 31561 CORTE SALINAS 31560 CORTE SALINAS 31554 CORTE SALINAS 31524 CORTE SALINAS 31516 CORTE SALINAS 31508 CORTE SALINAS 31492 CORTE SALINAS 31491 CORTE SALINAS 31484 CORTE SALINAS 31483 CORTE SALINAS 31475 CORTE SALINAS 31472 CORTE SALINAS 31467 CORTE SALINAS 31464 CORTE SALINAS 31459 CORTE SALINAS 31456 CORTE SALINAS 31448 CORTE SALINAS 31436 CORTE SALINAS 31428 CORTE SALINAS 31420 CORTE SALINAS 31349 CORTE SALINAS 44858 CORTE SEVRINA 44855 CORTE SEVRINA 44852 CORTE SEVRINA 41888 CORTE SEVRINA 41868 CORTE SELVA 41869 CORTE SELVA 41878 CORTE SELVA 41879 CORTE SELVA 41858 CORTE SELVA 41859 CORTE SELVA 41556 CORTE SELVA 41565 CORTE SELVA Box 48 Page 2 of 3 Box 48 41566 CORTE SELVA 41575 CORTE SELVA 41576 CORTE SELVA 41585 CORTE SEDA 41588 CORTE SEDA 41595 CORTE SEDA 41598 CORTE SEDA 41555 CORTE SEDA 41605 CORTE SEDA 41608 CORTE SEDA 41615 CORTE SEDA 41618 CORTE SEDA 41628 CORTE SEDA 41638 CORTE SEDA 43120 CORTE SALAMANCA 43110 CORTE SALAMANCA 43105 CORTE SALAMANCA 43100 CORTE SALAMANCA 43095 CORTE SALAMANCA 43090 CORTE SALAMANCA 43085 CORTE SALAMANCA 43080 CORTE SALAMANCA 43075 CORTE SALAMANCA 43070 CORTE SALAMANCA 43060 CORTE SALAMANCA 43055 CORTE SALAMANCA 43050 CORTE SALAMANCA 43045 CORTE SALAMANCA 43040 CORTE SALAMANCA 43035 CORTE SALAMANCA 43030 CORTE SALAMANCA 43025 CORTE SALAMANCA 43020 CORTE SALAMANCA 43010 CORTE SALAMANCA 43000 CORTE SALAMANCA 42990 CORTE SALAMANCA 42980 CORTE SALAMANCA 42970 CORTE SALAMANCA 42960 CORTE SALAMANCA 42950 CORTE SALAMANCA 42940 CORTE SALAMANCA 42930 CORTE SALAMANCA 42920 CORTE SALAMANCA 32036 CORTE SALAMANCA Box 48 Page 3 of 3 Box 49 44632 CORTE CAPISTRANO 44638 CORTE CAPISTRANO 44641 CORTE CAPISTRANO 44644 CORTE CAPISTRANO 44647 CORTE CAPISTRANO 44650 CORTE CAPISTRANO 44653 CORTE CAPISTRANO 44656 CORTE CAPISTRANO 44662 CORTE CAPISTRANO 44668 CORTE CAPISTRANO 44674 CORTE CAPISTRANO 44677 CORTE CAPISTRANO 44683 CORTE CAPISTRANO 44689 CORTE CAPISTRANO 44695 CORTE CAPISTRANO 31684 CORTE CARDENAS 31674 CORTE CARDENAS 31690 CORTE CARDENAS 31691 CORTE CARDENAS 31696 CORTE CARDENAS 31697 CORTE CARDENAS 31702 CORTE CARDENAS 31703 CORTE CARDENAS 31710 CORTE CARDENAS 31717 CORTE CARDENAS 31718 CORTE CARDENAS 31723 CORTE CARDENAS 31724 CORTE CARDENAS 31729 CORTI: CANDENAS 31711 CORTE CARDENAS 31732 CORTE CARDENAS 31735 CORTE CARDENAS 31740 CORTE CARDENAS 31741 CORTE CARDENAS 31747 CORTE CARDENAS 31748 CORTE CARDENAS 31960 CORTE CARDIN 31985 CORTE CARDIN 31990 CORTE CARDIN 31995 CORTE CARDIN 32000 CORTE CARDIN 32005 CORTE CARDIN 32010 CORTE CARDIN 32015 CORTE CARDIN 32020 CORTE CARDIN 32025 CORTE CARDIN 32030 CORTE CARDIN 32035 CORTE CARDIN 32040 CORTE CARDIN 32036 CORTE CARMELA 32024 CORTE CARMELA 32037 CORTE CARMELA 32060 CORTE CARMELA 32048 CORTE CARMELA 32050 CORTE CARMELA 32059 CORTE CARMELA 32061 CORTE CARMELA 32049 CAMINO SENECO 32084 CORTE CARMELA 32085 CORTE CARMELA 32096 CORTE CARMELA 32099 CORTE CARMELA 32108 CORTE CARMELA 32109 CORTE CARMELA 32120 CORTE CARMELA 32121 CORTE CARMELA 32131 CORTE CARMELA 32025 CORTE CARMELA 32072 CORTE CARMELA 32155 CORTE CARMELA 32168 CORTE CARMELA 32218 CORTE CARMELA 32132 CORTE CARMELA 32143 CORTE CARMELA 32144 CORTE CARMELA 32156 CORTE CARMELA 32169 CORTE CARMELA 32180 CORTE CARMELA 32185 CORTE CARMELA 32192 CORTE CARMELA 32204 CORTE CARMELA 32215 CORTE CARMELA 32228 CORTE CARMELA 32240 CORTE CARMELA 32241 CORTE CARMELA 32227 CORTE CARMELA 32215 CORTE CARMELA 32203 CORTE CARMELA 32217 CORTE CARMELA 32230 CORTE CARMELA 32094 CORTE CARMONA 32100 CORTE CARMONA 32105 CORTE CARMONA 32108 CORTE CARMONA 32113 CORTE CARMONA 32116 CORTE CARMONA 32121 CORTE CARMONA 32124 CORTE CARMONA 32129 CORTE CARMONA 32132 CORTE CARMONA 32137 CORTE CARMONA 32140 CORTE CARMONA 32145 CORTE CARMONA 32148 CQRTE CARk4ONA 32153 CORTE CARMONA 32156 CORTE CARMONA 32161 CORTE CARMONA 32164 CORTE CARMONA 32169 CORTE CARMQNA 32172 CORTE CARMONA 32177 CORTE CARMONA 32180 CORTE CARMONA 32185 CORTE CARMONA 32193 CORTE CARMONA 32194 CORTE CARMONA 32201 CORTE CARMONA 32202 CORTE CARMONA 32209 CORTE CARMONA 32210 CORTE CARMONA 32217 CORTE CARMONA 32218 CORTE CARMONA 32225 CORTE CAP, MONA 32226 CORTE CARMONA Box 49 Page 1 of 3 Box 49 32233 COP,TE CAP`MONA 32234 COP,TE CAP`MONA 45010 CORTE CAP,OLINA 45015 CORTE CAROLINA 45025 CORTE CAP,OLINA 45030 COP,TE CAROLINA 45035 CORTE CAROLINA 45040 CORTE CAP,OLINA 45050 CORTE CAP,OLINA 45065 COP,TE CAROLINA 45070 COP,TE CAROLINA 45075 COP,TE CAROLINA 45080 COP,TE CAROLINA 45085 COP,TE CAROLINA 45088 CORTE CAP,OLINA 45090 CORTE CAP,OLINA 45095 COP,TE CAROLINA 45100 COP,TE CAP,OLINA 45105 COP,TE CAROLINA 45115 COP,TE CAROLINA 30041 CORTE CARRIZO 30052 CORTE CARP,IZO 30076 CORTE CARRIZO 30053 CORTE CARRIZO 30064 CORTE CARP,IZO 30065 CORTE CARRIZO 30077 CORTE CAP,RIZO 30099 CORTE CARP,IZO 30100 CORTE CARP,IZO 30113 CORTE CARRIZO 30114 CORTE CARRIZO 30126 CORTE CARRIZO 30140 CORTE CARRIZO 30141 CORTE CARRIZO 30152 CORTE CARRIZO 30153 CORTE CAP,RIZO 30164 CORTE CARRIZO 30165 COP,TE CARRIZO 44855 CORTE CASA 44858 COP,TE CASA 44861 CORTE CASA 44864 COP,TE CASA 44867 COP,TE CASA 44873 COP,TE CASA 44876 COP,TE CASA 44879 CORTE CASA 44885 CORTE CASA 44885 COP,TE CASA 44891 CORTE CASA 29825 CORTE CASTILLE 29830 CORTE CASTILLE 29831 COP,TE CASTILLE 29838 COP,TE CASTILLE 29839 COP,TE CASTILLE 29849 COP,TE CASTILLE 29854 COP,TE CASTILLE 29862 COP,TE CASTILLE 29878 COP,TE CASTILLE 29886 COP,TE CASTILLE 29894 COP,TE CASTILLE 29895 COP,TE CASTILLE 29901 COP,TE CASTILLE 29902 CORTE CASTILLE 29909 COP,TE CASTILLE 29918 CORTE CASTILLE 29919 COP,TE CASTILLE 29846 COP,TE CASTILLE 29910 CORTE CASTILLE 29923 COP,TE CASTILLE 31953 COP, TE CASTRO 31959 CORTE CASTRO 31965 COP,TE CASTRO 31971 COP,TE CASTRO 31977 CORTE CASTRO 31982 COP,TE CASTRO 31983 CORTE CASTRO 31986 CORTE CASTRO 31989 CORTE CASTRO 31994 CORTE CASTRO 31995 CORTE CASTRO 32001 CORTE CASTRO 32004 CORTE CASTRO 31996 COP,TE CASTRO 30102 COP,TE CHATATA 32205 CORTE CHATATA 32206 CORTE CHATATA 32216 COP,TE CHATATA 32217 COP,TE CHATATA 32229 COP,TE CHATATA 32230 COP,TE CHATATA 32241 COP,TE CHATADA 32244 COP,TE CHATATA 32353 C0P,TE CAHATADA 32265 COP,TE CHATADA 44991 COP,TE CHRISTINA 44997 COP,TE CHRISTINA 45000 CORTE CHRISTINA 45003 COP,TE CHRISTINA 45006 COP,TE CHRISTINA 45009 COP,TE CHRISTINA 45012 CORTE CHRISTINA 45015 COP,TE CHRISTINA 45018 COP,TE CHRISTINA 45021 CORTE CHP,ISTINA 42955 CORTE COLUCCI 42960 CORTE COLUCCI 42965 COP,TE COLUCCl 42970 COP,TE COLUCCI 42975 COP,TE COLUCCl 42980 COP,TE COLUCCI 42981 COP,TE COLUCCI 42987 CORTE COLUCCI 42990 CORTE COLUCCl 42993 COP,TE COLUCCl 42999 COP,TE COLUCCI 43000 CORTE COLUCCI 29560 CORTE COPA 29565 CORTE COPA 29570 COP,TE COPA 29573 COP,TE COPA 29581 COP,TE COPA 29582 COP,TE COPA 29592 COP,TE COPA Box 49 Page 2 of 3 Box 49 32232 CORTE CORONADO 32244 CORTE CORONADO 32256 CORTE CORONADO 32268 CORTE CORONADO 32280 CORTE CORONADO 32292 CORTE CORONADO 32304 CORTE CORONADO 32316 CORTE CORONADO 32328 CORTE CORONADO 32232 CORTE CORONADO 32340 CORTE CORONADO 32352 CORTE CORONADO 32364 CORTE CORONADO 32375 CORTE CORONADO 32376 CORTE CORONADO 32388 CORTE CORONADO 32389 CORTE CORONADO 32400 CORTE CORONADO 30076 CORTE CORRIZO Box 49 Page 3 of 3 Box 50 31275 CANTERBURY CT 31281 CANTERBURY CT 31287 CANTERBURY CT 31292 CANTERBURY CT 31293 CANTERBURY CT 31299 CANTERBURY CT 31305 CANTERBURY CT 31308 CANTERBURY CT 31311 CANTERBURY CT 31314 CANTERBURY CT 31315 CANTERBURY CT 31319 CANTERBURY CT 31323 CANTERBURY CT 31331 CANTERBURY CT 31322 CANTERBURY CT 31326 CANTERBURY CT 31329 CANTERBURY CT 31335 CANTERBURY CT 31338 CANTERBURY CT 31341 CANTERBURY CT 31344 CANTERBURY CT 31347 CANTERBURY CT 31348 CANTERBURY CT 32353 CANTERBURY CT 31359 CANTERBURY CT 31364 CANTERBURY CT 31365 CANTERBURY CT 31371 CANTERBURY CT 30724 CANTERFIELD DR 30728 CANTERFIELD DR 30732 CANTERFIELD DR 30735 CANTERFIELD DR 30740 CANTERFIELD DR 30745 CANTERFIELD DR 30752 CANTERFIELD DR 30755 CANTERFIELD DR 30762 CANTERFIELD DR 30767 CANTERFIELD DR 30744 CANTERFIELD DR 30786 CANTERFIELD DR 30791 CANTERFIELD DR 30798 CANTERFIELD DR 30801 CANTERFIELD DR 30810 CANTERFIELD DR 30813 CANTERFIELD DR 30822 CANTERFIELD DR 30827 CANTERFIELD DR 30834 CANTERFIELD DR 30846 CANTERFIELD DR 30858 CANTERFIELD DR 39383 CANYON RIM CR 39396 CANYON RIM CR 39411 CANYON RIM CR 39404 CANYON RIM CR 39412 CANYON RIM CR 39427 CANYON RIM CR 30201 CAPRICE 30214 CAPRICE 30222 CAPRICE 29475 CARA WY 29479 CARA WY 29493 CARA WY 29495 CARA WY 29551 CARA WY 29575 CARA WY 29587 CARA WY 29604 CARA WY 29608 CARA WY 43772 CARENTAN DR 43778 CARENTAN DR 43780 CARENTAN DR 43796 CARENTAN DR TR 24184-F LOTS 55-56 42388 CARINO PL 42391 CARINO PL 42471 CARINO PL 40337 CARMELITA CR 40346 CARMELITA CR 40355 CARMELITA CR 40380 CARMELITA CR 40390 CARMELITA CR 40391 CARMELITA CR 40409 CARMELITA CR 40445 CARMELITA CR 40470 CARMELITA CR 40849 CARMELITA CR 40517 CARMELITA CR 40600 CARMELITA CR 40629 CARMELITA CR 40657 CARMELITA CR 40680 CARMELITA CR 40685 CARMELITA CR 40715 CARMELITA CR 40733 CAREMLITA CR 40751 CARMALITA CR 40789 CARMALITA CR 30124 CASA CHATA PL 30136 CASA CHATA PL 30151 CASA CHATA PL 30150 CASA CHATA PL 41760 CASCADE CT 41768 CASCADE CT 41775 CASCADE CT 41776 CASCADE CT 41784 CASCADE CT 41791 CASCADE CT 41792 CASCADE CT 41799 CASCADE CT 41800 CASCADE CT 41807 CASCADE CT 41808 CASCADE CT 41815 CASCADE CT 41816 CASCADE CT 41818 CADCADE CT 41824 CASCADE CT 41832 CASCADE CT 41840 CASCADE CT 41848 CASCADE CT 41856 CASCADE CT 41864 CASCADE CT 41872 CASCADE CT 41880 CASCADE CT 32687 CASERTA DR Box 50 Page 1 of 2 Box 50 32688 CASERTA DF{ 32690 CASERTA DR 32698 CASERTA DR 32704 CASERTA DR 32707 CASERTA 32728 CASERTA 32738 CASERTA 32739 CASERTA 32748 CASERTA 32758 CASERTA 32768 CASERTA 32778 CASERTA 32788 CASERTA 32798 CASERTA 32808 CASERTA 32815 CASERTA 32818 CASERTA 32825 CASERTA 32828 CASERTA 32835 CASERT^ 32836 CASERTA 32845 CASERTA 32846 CASERTA 32847 CASERTA 32848 CASERTA 32850 CASERTA 32851 CASERTA 32856 CASERTA 32857 CASERTA 32384 CASSINO CT 32396 CASSINO CT 32401 CASSINO CT 32411 CASSINO CT 32280 CERCLE BEAUREGARD 32281 CERCLE BEAUREGARD 32288 CERCLE BEAUREGARD 32289 CEP, CLE BEAUREGARD 32296 CERCLE BEAUREGARD 32297 CERCLE BEAUF{EGAF{D 32305 CERCLE BEAUREGARD 32306 CERCLE BEAUREGAP, D 32313 CERCLE BEAUREGARD 32321 CERCLE BEAUREGARD 32329 CERCLE BEAUREGARD 32330 CERCLE BEAUREGARD 32338 CERCLE BEAUREGARD 32346 CERCLE BEAUREGARD 32354 CERCLE BEAUREGARD 32368 CERCLE BEAUREGARD 32376 CERCLE BEAUREGARD 32369 CERCLE BEAUREGARD 32337 CERCLE BEAUREGARD 32374 CERCLE BEAUREGARD 31821 CERCLE CHAMBERTIN 31827 CERCLE BEAUREGARD 31828 CERCLE BEAUREGARD 31839 CERCLE BEAUREGARD 31842 CERCLE BEAUREGARD 31852 CERCLE BEAUREGARD 31861 CERCLE BEAUREGARD 31870 CERCLE BEAUREGARD 31875 CERCLE BEAUREGARD 31886 CERCLE BEAUREGARD 31889 CERCLE BEAUREGARD 31900 CERCLE CHAMBERTIN 31901 CERCLE CHAMBERTIN 31914 CERCLE CHAMBERTIN 31915 CERCLE CHAMBERTIN 31928 CERCLE CHAMBERTIN 31929 CERCLE CHAMBERTIN 31942 CERCLE CHAMBERTIN 31943 CERCLE CHAMBERTIN 31951 CERCLE CHAMBERTIN 31956 CERCLE CHAMBERTIN 31969 CERCLE CHAMBERTIN 31970 CERCLE CHAMBERTIN 31979 CERCLE CHAMBERTIN 31981 CERCLE CHAMBERTIN 31984 CERCLE CHAMBERTIN Box 50 Page 2 of 2 Box 51 32066 CALLE MARQUIS 32054 CALLE MARQUIS 32046 CALLE MARQUIS 32038 CALLE MARQUIS 32030 CALLE MARQUIS 31710 CALLE NOVELDA 31714 CALLE NOVELDA 31718 CALLE NOVELDA 31722 CALLE NOVELDA 31726 CALLE NOVELDA 31730 CALLE NOVELDA 31734 CALLE NOVELDA 31738 CALLE NOVELDA 31742 CALLE NOVELDA 31746 CALLE NOVELDA 31750 CALLE NOVELDA 31751 CALLE NOVELDA 31754 CALLE NOVELDA 31757 CALLE NOVELDA 31813 CALLE NOVELDA 31826 CALLE NQVELDA 31836 CALLE NOVELDA 31846 CALLE NOVELDA 31855 CALLE NOVELDA 31856 CALLE NOVELDA 31866 CALLE NOVELDA 31875 CALLE NOVELDA 31876 CALLE NOVELDA 31885 CALLE NOVELDA 31886 CALLE NOVELDA 31895 CALLE NOVELDA 31896 CALLE NOVELDA 31906 CALLE NOVELDA 31915 CALLE NOVELDA 31916 CALLE NOVELDA 31926 CALLE NOVELDA 31932 CALLE NOVELDA 31933 CALLE NOVELDA 31936 CALLE NOVELDA 31946 CALLE NOVELDA 31952 CALLE NOVELDA 31953 CALLE 31956 CALLE 31962 CALLE 31963 CALLE 31966 CALLE 31976 CALLE 31962 CALLE 31983 CALLE 31986 CALLE 31992 CALLE 31993 CALLE 31996 CALLE 32002 CALLE 32003 CALLE 32006 CALLE 32012 CALLE 32013 CALLE 32016 CALLE 32022 CALLE 32023 CALLE 32032 CALLE 32033 CALLE 32036 CALLE 32042 CALLE 32043 CALLE 32052 CALLE 32053 CALLE 32056 CALLE 32062 CALLE 32063 CALLE 32066 CALLE 32072 CALLE 32082 CALLE 32073 CALLE 32083 CALLE 32086 CALLE 32092 CALLE 32093 CALLE 32095 CALLE 32102 CALLE 32105 CALLE NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA NOVELDA 32096 CALLE NOVELDA 32103 CALLE NOVELDA 32106 CALLE NOVELDA 32113 CALLE NOVELDA 29727 CALLE PALMAS 29729 CALLE PALMAS 29731 CALLE PALMAS 29733 CALLE PALMAS 29735 CALLE PALMAS 29736 CALLE PALMAS 29737 CALLE PALMAS 29739 CALLE PALMAS 29741 CALLE PALMAS 29743 CALLE PALMAS 29744 CALLE PALMAS 29745 CALLE PALMAS 29747 CALLE PALMAS 29748 CALLE PALMAS 29749 CALLE PALMAS 29750 CALLE PALMAS 29751 CALLE PALMAS 29752 CALLE PALMAS 29753 CALLE PALMAS 29756 CALLE PALMAS 29759 CALLE PALMAS 29760 CALLE PALMAS 29698 CALLE PANTANO 29730 CALLE PANTANO 29734 CALLE PANTANO 29737 CALLE PANTANO 29738 CALLE PANTANO 29741 CALLE PANTANO 29742 CALLE PANTANO 29745 CALLE PANTANO 29746 CALLE PANTANO 29749 CALLE PANTANO 29753 CALLE PANTANO 29754 CALLE PANTANO 29757 CALLE PANTANO 29758 CALLE PANTANO 29761 CALLE PANTANO Box 51 Page 1 of 3 Box 51 29762 CALLE PANTANO 29765 CALLE PANTANO 29766 CALLE PANTANO 29770 CALLE PANTANO 29773 CALLE PANTANO 29774 CALLE PANTANO 29777 CALLE PANTANO 29778 CALLE PANTANO 29779 CALLE PANTANO 29781 CALLE PANTANO 29782 CALLE PANTANO 29786 CALLE PANTANO 30557 CALLE PINA COLADA 30562 CALLE PINA COLADA 30587 CALLE PINA COLADA 30592 CALLE PINA COLADA 30617 CALLE PINA COLADA 30642 CALLE PINA COLADA 30647 CALLE PINA COLADA 30677 CALLE PINA COLADA 30707 CALLE PINA COLADA 30732 CALLE PINA COLADA 30737 CALLE PINA COLADA 30762 CALLE PINA COLADA 30767 CALLE PINA COLADA 30787 CALLE PINA COLADA 30909 CALLE PINA COLADA 31707 CALLE REDONDELA 31717 CALLE REDONDELA 31727 CALLE REDONDELA 31737 CALLE REDONDELA 31747 CALLE REDONDELA 31757 CALLE REDONDELA 31767 CALLE REDONDELA 31777 CALLE REDONDELA 31780 CALLE REDONDELA 31787 CALLE REDONDELA 31790 CALLE REDONDELA 31797 CALLE REDONDELA 31800 CALLE REDONDELA 31805 CALLE REDONDELA 31610 CALLE REDONDELA 31813 CALLE REDONDELA 31820 CALLE REDONDELA 31821 CALLE REDONDELA 31829 CALLE REDONDELA 31830 CALLE REDONDELA 31837 CALLE REDONDELA 31840 CALLE REDONDELA 31845 CALLE REDONDELA 31850 CALLE REDONDELA 31853 CALLE REDONDELA 31860 CALLE REDONDELA 31861 CALLE REDONDELA 31869 CALLE REDONDELA 31870 CALLE REDONDELA 31877 CALLE REDONDELA 31880 CALLE REDONDELA 31885 CALLE REDONDELA 31890 CALLE REDONDELA 31895 CALLE REDONDELA 31900 CALLE REDONDELA 31905 CALLE REDONDELA 31910 CALLE REDONDELA 31915 CALLE REDONDELA 31920 CALLE REDONDELA 31925 CALLE REDONDELA 31930 CALLE REDONDELA 3193 CALLE REDONDELA 31940 CALLE REDONDELA 31945 CALLE REDONDELA 31950 CALLE REDONDELA 31955 CALLE REDONDELA 31970 CALLE REDONDELA 31976 CALLE REDONDELA 32020 CALLE RESACA 32034 CALLE RESACA 32048 CALLE RESACA 32070 CALLE RESACA 32084 CALLE RESACA 32096 CALLE RESACA 32108 CALLE RESACA 32168 CALLE RESACA 32132 CALLE RESACA 32204 CALLE RESACA 32265 CALLE RESACA 32277 CALLE RESACA 32289 CALLE RESACA 32313 CALLE RESACA 32325 CALLE RESACA 32337 CALLE RESACA 32349 CALLE RESACA 32361 CALLE RESACA 28353 CALLE REVA 43000 CALLE REVA 43001 CALLE REVA 43008 CALLE REVA 43009 CALLE REVA 43016 CALLE REVA 43017 CALLE REVA 43024 CALLE REVA 43025 CALLE REVA 43032 CALLE REVA 43039 CALLE REVA 43040 CALLE REVA 43047 CALLE REVA 43048 CALLE REVA 43056 CALLE REVA 43064 CALLE REVA 43072 CALLE REVA 43079 CALLE REVA 43080 CALLE REVA 43087 CALLE REVA 42904 CALLE REVA 42912 CALLE REVA 42920 CALLE REVA 42928 CALLE REVA 42936 CALLE REVA 42943 CALLE REVA 42944 CALLE REVA 42952 CALLE REVA 42959 CALLE REVA 42960 CALLE REVA Box 51 Page 2 of 3 Box 51 42967 CALLE REVA 42968 CALLE REVA 42975 CALLE REVA 42976 CALLE REVA 42983 CALLE REVA 42984 CALLE REVA 42991CALLE REVA 42992 CALLE REVA 42999 CALLE REVA 42936 CALLE REVA Box 51 Page 3 of 3 Box 52 41986 ROANOAKE ST 41987 ROANOAKE ST 41996 ROANOAKE ST 41999 ROANOAKE ST 42014 ROANOAKE ST 42029 ROANOAKE ST 42043 ROANOAKE ST 42075 ROANOAKE ST 42084 ROANOAKE ST 42094 ROANOAKE ST 42098 ROANOAKE ST 42112 ROANOAKE ST 42126 ROANOAKE ST 42167 ROANOAKE ST 42181 ROANOAKE ST 42211 ROANOAKE ST 42223 ROANOAKE ST 42224 ROANOAKE ST 30255 ROGUE CIRCLE 30265 ROGUE CIRCLE 30275 ROGUE CIRCLE 30285 ROGUE CIRCLE 30295 ROGUE CIRCLE 30301 ROGUE CIRCLE 30315 ROGUE CIRCLE 27435 RORIPAUGH RD 39668 RORIPAUGH RD 39729 RORIPAUGH RD 39739 RORIPAUGH RD 40170 RORIPAUGH RD 40195 RORIPAUGH RD 40210 RORIPAUGH RD 40516 RORIPAUGH RD 27449 ROSE BAY CT 27518 ROSE BAY CT 27479 ROSE BAY CT 27489 ROSE BAY CT 27499 ROSE BAY CT 27468 ROSE BAY CT 27528 ROSE BAY CT 27559 ROSE BAY CT 40085 ROSHANI DR 40086 ROSHANI DR 40105 ROSHANI DR 40106 ROSHANI DR 40125 ROSHANI DR 40126 ROSHANI DR 40135 ROSHANI DR 40136 ROSHANI DR 40139 ROSHANI DR 42009 RUBICON CIRCLE 42023 RUBICON CIRCLE 42051 RUBICON CIRCLE 42051 RUBICON CIRCLE 42065 RUBICON CIRCLE 42066 RUBICON CIRCLE 42078 RUBICON CIRCLE 42107 RUBICON CIRCLE 42121 RUBICON CIRCLE 42135 RUBICON CIRCLE 42149 RUBICON CIRCLE 42177 RUBICON CIRCLE 42191 RUBICON CIRCLE 41315 RUE JADOT 41323 RUE JADOT 41328 RUE JADOT 41331 RUE JADOT 41339 RUE JADOT 41342 RUE JADOT 41347 RUE JADOT 41350 RUE JADOT 41355 RUE JADOT 41363 RUE JADOT 41387 RUE JADOT 41390 RUE JADOT 41395 RUE JADOT 41403 RUE JADOT 41408 RUE JADOT 41411 RUE JADOT 31045 RUIDOSA ST 31046 RUlDOSA ST 31049 RUIDOSA ST 31050 RUIDOSA ST 31053 RUIDOSA ST 31057 RUIDOSA ST 31060 RUIDOSA ST 31061 RUIDOSA ST 31065 RUIDOSA ST 31069 RUIDOSA ST 31073 RUIDOSA ST 31077 RUIDOSA ST 31078 RUIDOSA ST 31081 RUIDOSA ST 31082 RUIDOSA ST 31085 RUIDOSA ST 31086 RUIDOSA ST 31089 RUIDOSA ST 31090 RUIDOSA ST 31093 RUIDOSA ST 31094 RUIDOSA ST 31097 RUIDOSA ST 31098 RUIDOSA ST 31101 RUIDOSA ST 31102 RUIDOSA ST 31104 RUIDOSA ST 31105 RUIDOSA ST 31108 RUIDOSA ST 31109 RUIDOSA ST 31109 RUIDOSA ST 31112 RUIDOSA ST 31113 RUIDOSA ST 31114 RUIDOSA ST 31117 RUIDOSA ST 31118 RUIDOSA ST 31121 RUIDOSA ST 31122 RUIDOSA ST 31125 RUIDOSA ST 31126 RUIDOSA ST 31126 RUIDOSA ST 31126 RUIDOSA ST 31122 RUIDOSA ST 39610 RUSTIC GLEN DR 39663 RUSTIC GLEN DR Box 52 Page 1 of 2 Box 52 39713 RUSTIC GLEN DR 39714 RUSTIC GLEN DR 39761 RUSTIC GLEN DR 39772 RUSTIC GLEN DR 39784 RUSTIC GLEN DR 39830 RUSTIC GLEN DR 39885 RUSTIC GLEN DR 39893 RUSTIC GLEN DR 29721 RYCREST DR Box 52 Page 2 of 2 Box 53 27005 RAVENHILL CT 27005 RAVENHILL CT 44860 REIN CT 41548 YANKEE RUN CT 41567 YANKEE RUN CT 26459 YNEZ RD CfC 31696 WEIBEL CR 43144 TERAMO ST 43154 TERAMO ST 43164 TERAMO ST 43174 TERAMO ST 43184 TERAMO ST 43194 TERAMO ST 43204 TERAMO ST 43199 TERAMO ST 43179 TERAMO ST 43189 TERAMO ST 39731 OAK CLIFF DR 31075 OAK HILL DR 42041 ORANGE BLOSSOM DR 42051 ORANGE BLOSSOM DR 42061 ORANGE BLOSSOM DR 42071 ORANGE BLOSSOM DR 42081 ORANGE BLOSSOM DR 42084 ORANGE BLOSSOM DR 42091 ORANGE BLOSSOM DR 42092 ORANGE BLOSSOM DR 42100 ORANGE BLOSSOM DR 42108 ORANGE BLOSSOM DR 43630 ORTONA ST 31421 PAHUTA ST 33021 PATERNO ST 43780 PAULITA RD 30975 PESCADO DR 41214 PINE TREE CT 41356 PINE TREE CR 30785 POINT WOODS CT 31610 PROMENADE BORDEAUX 31629 PROMENADE BORDEAUX 41308 PROMENADE CHARDONNAY 43034 PUDDING CT 43035 PUDDING CT 43048 PUDDING CT 43051 PUDDING CT 43062 PUDDING CT 43067 PUDDING CT 43082 PUDDING CT 43083 PUDDING CT 43130 PUDDING CT 28485 PUJOL ST 41204 SEA ISLAND CT 41205 SEA ISLAND CT 41214 SEA ISLAND CT 41215 SEA ISLAND CT 41224 SEA ISLAND CT 41225 SEA ISLAND CT 41234 SEA ISLAND CT 41235 SEA ISLAND CT 31349 SEMINOLE ST 31265 SIERRA BONITA 30209 SIERRA MADRE DR 41003 SlMI CT 31086 SPOON CR 31178 SUNNINGDALE 31179 SUNNINGDALE DR 31190 SUNNINGDALE DR 31193 SUNNINGDALE DR 40996 PROMENADE CHARDONNAY 31202 SUNNINGDALE DR 43462 RIDGE PARK DR 41735 RIDER WY 40180 RORIPAUGH RD 27579 RQSEBAY CT 40136 ROSHANI DR 32871 ROVATO ST 32881 ROVATO ST 32891 ROVATO ST 32901 ROVATO ST 32911 ROVATO ST 42066 RUBICON CR 39640 RUSTIC GLEN DR 39846 RUSTIC GLEN DR 39571 SARAH DR 41194 SEA ISLAND CT 31207 SUNNINGDALE DR 31214 SUNNINGDALE DR 31221 SUNNINGDALE DR 31226 SUNNINGDALE DR 31233 SUNNINGDALE DR 41488 TEMEKU 43209 TERAMO ST 43219 TERAMO ST 41831 VARDON DR 33199 VIA ALVARO 31785 VIA CORDOBA 32405 VIA DESTELLO 30668 VIA NORTE 43103 VOLTERRA ST Box 53 Page 1 of I Box 54 28450 6th ST 31661 AHERN PL 42371 AGENA ST 40158 ALEXANDRIA DR 29845 AVENIDA CIMA DEL SOL 41447 AVENIDA DE LA REINA 42011 AVENIDA VISTA LADERA 40644 BACCARAT RD 43811 BARLETTA ST 43824 BARLETTA ST 43850 BARLETTA ST 43867 BARLETTA ST 43938 BARLETTA ST 30542 BAY HILL DR 41542 BIG SAGE CT 41775 BRANDEIS CR 41781 BRANDEIS CR 41788 BRANDEIS CR 41788 BRANDEIS CR 41788 BRANDEIS CR 30847 BRASSIE LN 30863 BRASSIE LN 31367 BRITTON CR 41915 BUSINESS PARK 41915 BUSINESS PARK 43632 CALABRO ST 31869 CALLE BALLENTINE 31983 CALLE ESPINOZA 40371 CALLE KATERINE 40461 CALLE MADERO 43331 CALLE MORITA 34544 CALLE NACIDO 29778 CALLE PANTANO 31915 CALLE REDONDELA 43079 CALLE REVA 40505 CALLE TIARA 40510 CALLE TIARA 40535 CALLE TIARA 40560 CALLE TIARA 40490 CALLE TORCIDA 43023 CAMINO CARUNA 43119 CAMINO CASILLAS 41787 CAMINO DE LA TORRE 31008 CAMINO DEL ESTE 43120 CAMINO CARUNA 31968 CAMINO MOLNAR 31991 CAMINO MOLNAR 32071 CAMINO NUNEZ 42317 CAMINO ROMO 32147 CAMINO SENECO 31238 CAMINO VERDE 32531 CAMPANULA WY 32568 CAMPANULA WY 30827 CANTERFIELD DR 39670 CANTRELL RD 43798 CARENTAN DR 42430 CARINO PL 40391 CARMELITA CR 41808 CASCADE CT 31861 CERCLE CHAMBERTIN 31901 CERCEL CHAMBERTIN 31929 CERCLE CHAMBERTIN 31929 CERCEL CHAMBERTIN 31984 CERCLE CHAMBERTIN 32357 CERCLE LATOUR 40593 CHANTOMAR WAY 42138 CHEMIN MARGAUX 32233 CHEMIN LAURENT 30283 CHURCHILL CT 30320 CHURCHILL CT 45900 CLASSIC WY 41214 COGHILL DR 30340 COLINA VERDE 41726 COLONIAL ST 41734 COLONIAL CT 27521 COMMERCE CENTER DR 27532 COMMERCE CENTER DR 27532 COMMERCE CENTER DR 27576 COMMERCE CENTER DR 27577 COMMERCE CENTER DR 27703 COMMERCE CENTER DR 27705 COMMERCE CENTER DR 27705 COMMERCE CENTER DR 31226 COMOTILO CT 44002 CORONADO DR 31990 CORTE ALBANO 43089 CORTE ALMONTE 43173 CORTE ARGENTO 43258 CORTE ARGENTO 31996 CORTE AVALINA 31997 CORTE AVALINA 45107 CORTE BELL DONNA 33264 CORTE BONILLA 30238 CORTE CANTAINIA 29900 CORTE CANTERA 29948 CORTE CANTERA 29973 CORTE CANTERA 30018 CORTE CANTERA 30054 CORTE CANTERA 30078 CORTE CANTERA 30150 CORTE CANTERA 30161 CORTE CANTERA 30231 CORTE CANTERA 32061 CORTE CARMELA 32096 CORTE CARMELA 32156 CORTE CARMELA 32168 CORTE CARMELA 32169 CORTE CARMELA 32203 CORTE CARMELA 32241 CORTE CARMELA 32241 CORTE CARMELA 32137 CORTE CARMONA 32153 CORTE CARMONA 32217 CORTE CARMONA 45080 CORTE CAROLINA 30050 CORTE CARRIZO 30053 CORTE CARRIZO 30076 CORTE CARRIZO 30127 CORTE CARRIZO 30141 CORTE CARRIZO 30164 CORTE CARRIZO 29831 CORTE CASTILLE 29886 CORTE CASTILLE Box 54 Page 1 of 3 Box 54 43437 CORTE DURAZO 32055 CORTE ESCOBAR 32079 CORTE ESCOBAR 29820 CORTE FALDAS 29829 CORTE FALDAS 29831 CORTE FALDAS 29832 CORTE FALDAS 33429 CORTE FIGUEROA 32273 CORTE GARDANO 32283 CORTE GARDANO 29834 CORTE GRANADA 32215 CORTE ILLORA 28259 CORTE MALBINO 30801 LINKS CT 30843 LOMALINDA RD 31592 LOMALINDA RD 31679 LOMALINDA RD 31750 LOMALINDA RD 31753 LOMALINDA RD 41950 MAIN ST 42200 MAIN ST 32403 MAGENTA CT 32450 MAGENTA CT 32460 MAGENTA CT 41770 MARGARITA RD 41770 MARGARITA RD 41770 MARGARITA RD 43053 MARGARITA RD 42200 MORAGA RD 42071 PASEO BRILLANTE 40280 PASEO DEL CIELO 31756 PASEO DE LAS OLAS 40160 PASEO SERENO 40340 PASEO SERENO 30705 PUABA RD 30062 PECHANGA DR 30096 PECHANGA DR 31045 PESCADO DR 41354 PINE TREE CR 32049 PINOT BLANC ST 32229 PLACER BELAIR 32276 PLACER BELAIR 41119 POCO VIA 41154 POCO VIA 30797 POINT WOODS CT 43395 FASSANO 43445 FASSANO CT 43484 FASSANO CT 32395 FAVARA DR 28377 FELIX VALDEZ RD 28781 FRONT ST 28822 FRONT ST 28900 FRONT ST 29105 FRONT ST 29925 FRONT ST 32551 GALATINA ST 32837 HIGHWAY 79 SOUTH 42019 HUMBER 31074 IRON CR 30655 JEDEDIAH SMITH RD 27410 JEFFERSON CANOPY 27452 JEFFERSON AVE 27452 JEFFERSON AVE 27483 JEFFERSON AVE 27645 JEFFERSON 27645 JEFFERSON 27660 JEFFERSON 27672 JEFFERSON 43856 JEREZ LN 45615 JERONIMO ST 31185 KAHWEA RD 45585 KIMO ST 45585 KIMO ST 40765 LA COLIMA RD 30181 LA PRIMAVERA ST 31369 LA SERENA WY 31665 LA SERENA 41361 LA SIERRA RD 32386 LEENA WY 30762 LINKS ST 40935 COUNTY CENTER DR 30397 CUPENO LN 27563 DANDELION CT 31664 DANE CT 31664 DANE CT 31795 DANE CT 30047 DEL REY 30493 DANUBE CT 30773 DEL REY RD 30820 DEL REY RD 30994 DEL REY RD 28115 DEL RIO RD 31862 CORTE POSlTAS 31880 CORTE POSlTAS 28115 DEL RIO RD 30435 DE PORTOLA RD 30600 DE PORTOLA 32105 DE PORTOLA RD 32776 DE PORTOLA RD 28115 DEL RIO RD 27348 DIAZ RD 27565 DIAZ RD 31277 ENFIELD LN 41530 S. ENTERPRISE CR 30550 ESTERO ST 28338 CORTO OCASO 29296 CORTE OCASCO 31743 CORTE PADRERA 31765 CORTE PADERA 31765 CORTE PADRERA 32205 CORTE PARADO 32418 CORTE PAP, ADO 41583 CORTE PERGAMINO 30130 CORTE PLATA 30145 CORTE PLATA 30734 DEL REY 43686 PIASANO PL 32674 DE PORTOLA RD 30163 CORTE PLATA 30184 CORTE PLATA 30202 CORTE PLATA 30197 CORTE PLATA 31766 CORTE POLLENSA Box 54 Page2of 3 Box 54 43415 CORTE RIALTO 43344 CORTE RIALTO 31588 CORTE ROSARIO 43105 CORTE SALAMANCA 44655 CORTE SAN GABRIEL 29989 CORTE SAN LUIS 30002 CORTE SAN LUIS 29950 CORTE TOLANO 32341 CORTE SANTA CATALINA 29986 CORTE TOLANO 41859 CORTE SELVA 30011 CORTE TOLANO 41878 CORTE SELVA 30075 CORTE TOLANO 29827 CORTE TOLANO 30087 CORTE TOLANO 29904 CORTE TOLANO 45075 CORTE VALLE Box 54 Page 3 of 3 31160 WELLINGTON CR 31693 WEIBEL CR 43210 VOLTERRA ST 43200 VOLTERRA ST 43195 VOLTERRA ST 43190 VOLTERRA ST 43185 VOLTERRA ST 43180 VOLTERRA ST 43175 VOLTERRA ST 43170 VOLTERRA ST 43165 VOLTERRA ST 43089 VOLTERRA ST 43110 VOLTERRA ST 43205 VOLTERRA ST 43160 VOLTERRA ST 43155 VOLTERRA ST 43150 VOLTERRA ST 43145 VOLTERRA ST 43113 VOLTERRA ST 43120 VOLTERRA ST 43125 VOLTERRA ST 43130 VOLTERRA ST 43135 VOLTERRA ST 43103 VOLTERRA ST 43100 VOLTERRA ST 43088 VOLTERRA ST 43076 VOLTERRA ST 29835 VILLA ALTURAS DR 30214 VILLA ALTURAS DR 31940 VIA TAFALLA 30668 VIA NORTE 42095 VIA LA VIDA 42720 VIA DEL CAMPO 33304 VIA CHAPPARO 43482 VIA CANDELEDA 31807 VIA CAMPANARIO 29675 VALLE JO AVENUE 42923 VIA ALHAMA 30000 VILLA ALTURAS 29971 VILLA ALTURAS DR 29510 VIA SERRITO Box 55 41971 VARDON DR 41857 VARDON DR 30495 VIA NORTE 30035 VIA NORTE 31424 VIA EDUARDO 29729 VALLE OLVERA 29936 VALLE OLVERA 29967 VALLE OLVERA 43513 TYLMAN 43522 TYLMAN 43523 TYLMAN 43532 TYLMAN 43542 TYLMAN 43543 TYLMAN 43510 TYLMAN ST 43512 TYLMAN 43503 TYLMAN ST 43500 TYLMAN 31280 TOMMY LN 28304 TIERRA VISTA 43139 TERAMO ST 43136 TERAMO ST 43129 TERAMO ST 43126 TERAMO ST 43116 TERAMO ST 43072 TERAMO ST 41292 TEMEKU DR 31155 SUNNINGDALE DR 31141 SUNNINGDALE DR 31129 SUNNINGDALE DR 31117 SUNNINGDALE DR 31087 SPOON CR 31086 SPOON CR 31081 SPOON CR 31078 SPOON CR 31070 SPOON CR 31061 SPOON CR 31071 SPOON CR 31060 SPOON CR 31051 SPOON CR 42171 SOUTHERN HILL 42112 SOUTHERN HILLS DR 30662 SKY TERRACE DR 30324 SILVER RIDGE CT 30549 SIERRA MADRE DR 31265 SIERRA BONITA 32628 SAN MARCO DR 32410 SAN MARCO DR 32420 SAN MARCO DR 42879 SANTA SUZANNE PL 42180 SARAH WY 43821 SASSARI ST 43837 SASSARI ST 43861 SASSARI ST 43869 SASSARI ST 43877 SASSARI ST 43885 SASSARI ST 43893 SASSARI ST 43901 SASSARI ST 43909 SASSARI ST 32628 SEBASTIANI CR 31309 SEMINOLE ST 31319 SEMINOLE ST 31329 SEMINLOE ST 31339 SEMINOLE ST 44004 SHELDON CT 30465 SHENANDOAH CT 32931 ROVATO ST 32321 ROVATO ST 40136 ROSHANI DR 43861 RENDOVA PL 42575 REMORA ST 44863 REIN CT 45490 RAINBOW CANYON RD 30875 RANCHO VISTA RD 27065 QUAIL SLOPE DR 30996 PUTTER CR 30927 PUTTER CR 41170 PROMENADE CHARDONNAY 31621 PROMENADE BORDEAUX 30761 POINT WOODS CT 41374 PINE TREE CR Box 55 Page 1 of 2 Box 55 43692 PIANSANO PL 43686 PIASANO PL 43686 PIASANO PL 29760 PASADA RD 31950 PAUBA RD 33038 PATERNO ST 33010 PATERNO ST 32981 PATERNO ST 32928 PATERNO ST 32904 PATERNO ST 32889 PATERNO ST 32850 PATERNO ST 32825 PATERNO ST 32815 PATERNO ST 32810 PATERNO ST 32805 PATERNO ST 32800 PATERNO ST 32795 PATERNO ST 32785 PATERNO ST 31584 PASEO GOLETA 29760 PASADA RD 45884 PARSIPPANY CT 39120 PALA VISTA DR 44995 PALA RD 31348 OTTER CREEK DR 31338 OTTER CREEK DR 31328 OTTER CREEK DR 31327 OTTER CREEK DR 31318 OTTER CREEK DR 31306 OTTER CREEK DR 43644 ORTONA ST 45574 OLYMPIC WAY Box 55 Page 2 of 2 Box 56 30888 BUNKER DR 30889 BUNKER DR 30899 BUNKER DR 30892 BUNKER DR 31005 BUNKER DR 31017 BUNKER DR 31019 BUNKER DR 31022 BUNKER DR 31023 BUNKER DR 31029 BUNKER DR 31030 BUNKER DR 31035 BUNKER DR 31036 BUNKER DR 31041 BUNKER DR 31042 BUNKER DR 31048 BUNKER DR 31049 BUNKER DR 31054 BUNKER DR 31055 BUNKER DR 31062 BUNKER DR 31063 BUNKER DR 31067 BUNKER DR 31068 BUNKER DR 31073 BUNKER DR 31076 BUNKER DR 31077 BUNKER DR 31081 BUNKER DR 31082 BUNKER DR 31087 BUNKER DR 31090 BUNKER DR 31093 BUNKER DR 31098 BUNKER DR 31103 BUNKER DR 31106 BUNKER DR 31114 BUNKER DR 31119 BUNKER DR 31120 BUNKER DR 31138 BUNKER DR 31330 BUNKER DR 41415 BU~FERFIELD STAGE 41435 BUTTERFIELD STAGE 41585 BUTTERFIELD STAGE 41781 BUTTERFIELD STAGE 43350 BUq-FERFIELD STAGE 44001 BUTTERFIELD STAGE 43691 BUTTERNUT DR 43775 BU3-FERNUT DR 43786 BUq-FERNUT DR 43858 BUTTERNUT DR 43864 BUttERNUT DR 43860 BUTTERNUT DR 43862 BUTTERNUT DR 43870 BUTTERNUT DR 43868 BUTTERNUT DR 43872 BUTTERNUT DR 43874 BUTTERNUT DR 43876 BUttERNUT DR 43879 BUTTERNUT DR 43880 BUTTERNUT DR 43886 BUTrERNUT DR 43889 BUTTERNUT DR 41875 C ST 41875 C ST 41875 C ST 44250 CABO ST 44255 CABO ST 44264 CABO ST 44278 CABO ST 44279 CABO ST 30130 CABRILLO RD 30260 CARILLO RD 30345 CABRILLO AVE 30395 CABRILLO RD 30433 CABRILLO AVE 30460 CABRILLO AVE 30520 CABRILLO 30601 CABRILLO AVE 30465 CABRILLO RD 30520 CABRILLO 30650 CABRILLO AVE 29950 CACTUS PL 29951 CACTUS PL 31244 CAFERA LANE 4374O CAJON DR 43751 CAJON DR 31275 CALA CARRASCO 31280 CALA CARRASCO 31295 CALA CARRASCO 31300 CALA CARRASCO 31315 CALA CARRASCO 31330 CALA CARRASCO 31335 CALA CARRASCO 31355 CALA CARRASCO 31642 CALA CARRASCO 31350 CALA CARRASCO 31370 CALA CARRASCO 31375 CALA CARRASCO 31390 CALA CARRASCO 31395 CALA CARRASCO 31410 CALA CARRASCO 31415 CALA CARRASCO 31430 CALA CARRASCO 31435 CALA CARRASCO 31450 CALA CARRASCO 31455 CALA CARRASCO 31470 CALA CARRASCO 31475 CALA CARRASCO 31490 CALA CARRASCO 31495 CALA CARRASCO 31510 CALA CARRASCO 31530 CALA CARRASCO 31535 CALA CARRASCO 31555 CALA CARRASCO 31575 CALA CARRASCO 31595 CALA CARRASCO 31615 CALA CARRASCO 31635 CALA CARRASCO 31640 CALA CARRASCO 31655 CALA CARRASCO 31660 CALA CARRASCO 31675 CALA CARRASCO 31695 CALA CARRASCO 32009 CALA GERONA Box 56 Page 1 of 2 Box 56 32017 CALA GERONA 32024 CALA GERONA 32025 CALA GERONA 32032 CALA GERONA 32033 CALA GERONA 32040 CALA GERONA 32041 CALA GERONA 32049 CALA GERONA 32049 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TORRENTE 32187 CALA TORRENTE 32190 CALA TORRENTE 32182 CALA TORRENTE 32195 CALA TORRENTE 32198 CALA TORRENTE 32203 CALA TORRENTE 32206 CALA TORRENTE 32211 CALA TORRENTE 32214 CALA TORRENTE 32219 CALA TORRENTE 32222 CALA TORRENTE 32227 CALA TORRENTE 32230 CALA TORRENTE 32235 CALA TORRENTE 32238 CALA TORRENTE 43602 CALABRO ST 43611 CALABRO ST 43612 CALABRO ST 43621 CALABRO ST 43622 CALABRO ST 43631 CALABRO ST 43632 CALABRO ST 43641 CALABRO ST 43642 CALABRO ST 43730 CALABRO ST 43778 CALABRO ST 43786 CALABRO ST 43792 CALABRO ST 43800 CALABRO ST 43808 CALABRO ST 43816 CALABRO ST 43832 CALABRO ST 43840 CALABRO ST 43848 CALABRO ST 31009 CALLE ARAGON 31069 CALLE ARAGON 31074 CALLE ARAGON 31136 CALLE ARAGON 31147 CALLE ARAGON 31160 CALLE ARAGON 31174 CALLE ARAGON Box 56 Page 2 of 2 Box 57 40052 ADIAN COURT 40053 ADIAN COURT 40064 ADIAN COURT 40065 ADIAN COURT 40076 ADIAN COURT 40077 ADIAN COURT 40088 ADIAN COURT 40089 ADIAN COURT 40112 ADIAN COURT 40113 ADIAN COURT 42060 AGENA ST 42150 AGENA ST 42159 AGENA ST 42189 AGENA ST 42208 AGENA ST 42215 AGENA ST 42307 AGENA ST 42312 AGENA ST 42384 AGENA ST 42385 AGENA ST 42422 AGENA ST 42435 AGENA ST 42741 AGENA ST 42440 AGENA ST 42878 AGENA ST 42928 AGENA ST 43041 AGENA ST 43071 AGENA ST 31661 AHERN PL 31671 AHERN PL 31683 AHERN PL 31695 AHERN PL 31707 AHERN PL 31100 ALEHZON CT 31127 ALEHZON CR 31140 ALEHZON CR 31145 ALEHZON CR 40026 ALEXANDRIA DR 40030 ALEXANDRIA DR 40048 ALEXANDRIA DR 40068 ALEXANDRIA DR 40088 ALEXANDRIA DR 40108 ALEXANDRIA DR 40128 ALEXANDRIA DR 40138 ALEXANDRIA DR 40146 ALEXANDRIA DR 40158 ALEXANDRIA DR 40159 ALEXANDRIA DR 40168 ALEXANDRIA DR 40169 ALEXANDRIA DR 40177 ALEXANDRIA DR 40178 ALEXANDRIA DR 40180 ALEXANDRIA DR 42490 ALPHA PL 40850 ALTON CT 40864 ALTON CT 40869 ALTON CT 40883 ALTON CT 40897 ALTON CT 40980 ALTON CT 40911 ALTON CT 40925 ALTON CT 40939 ALTON CT 40965 ALTON CT 40970 ALTON CT 40979 ALTON CT 42916 AMARITA WY 42976 AMARITA WY 42898 AMARITA WY 42936 AMARITA WY 31905 AMARITA WY 42976 AMARITA WY 43063 AMARITA WY 43181 AMARITA WY 43303 AMARITA WY 43321 AMARITA WY 43535 AMARITA WY 43536 AMARITA WY 43540 AMARITA WY 43555 AMARITA WY 39751 AMBERELY CR 39774 AMBERELY CR 39810 AMBERLEY CR 29894 AMBERLY CR 39831 AMBERLEY CR 39843 AMBERELY CR 39857 AMBERELY CR 39869 AMBERELY CR 39906 AMBERELY CR 39942 AMBERLEY CR 39976 AMBERLEY CR 40000 AMBERLEY CR 40049 AMBERLEY CR 29545 AMWOOD 29567 AMWOOD 29605 AMWOOD 29612 AMWOOD 29617 AMWOOD 29629 AMWOOD 29633 AMWOOD 29636 AMWOOD 29648 AMWOOD 29662 AMWOOD 30440 ANACONDA 30445 ANACONDA 30450 ANANCONDA 30460 ANACONDA 30465 ANANCONDA 30470 ANACONDA 30475 ANACONDA 30460 ANACONDA 30485 ANACONDA 30871 ANDREWS WY 30872 ANDREWS WY 30884 ANDREWS WY 30885 ANDREWS WY 30896 ANDREWS WY 30897 ANDREWS WY 30908 ANDREWS WY 30909 ANDREWS WY 30920 ANDREWS WY 30932 ANDREWS WY 39514 APRIL DR Box 57 Page I of 3 39515 APRIL DR 39520 APRIL DR 39521 APRIL DR 39526 APRIL DR 39527 APRIL DR 39532 APRIL DR 39533 APRIL DR 39536 APRIL DR 39538 APRIL DR 39544 APRIL DR 39545 APRIL DR 39550 APRIL DR 39551 APRIL DR 39556 APRIL DR 39557 APRIL DR 39562 APRIL DR 39563 APRIL DR 39568 APRIL DR 39569 APRIL DR 39574 APRIL DR 39575 APRIL DR 27470 AQUA VISTA WY 31343 ARABASCA CR 31348 ARABASCA CR 44601 ARBOR LANE 40605 ARBOR LANE 44609 ARBOR LANE 41613 ARBOR LANE 44617 ARBOR LANE 44621 ARBOR LANE 44625 ARBOR LANE 44629 ARBOR LANE 44630 ARBOR LANE 44633 ARBOR LANE 44634 ARBOR LANE 44637 ARBOR LANE 44638 ARBOR LANE 44641 ARBOR LANE 44642 ARBOR LANE 44645 ARBOR LANE 44646 ARBOR LANE Box 57 44649 ARBOR LANE 44650 ARBOR LANE 44653 ARBOR LANE 44654 ARBOR LANE 44657 ARBOR LANE 44658 ARBOR LANE 44661 ARBOR LANE 44662 ARBOR LANE 44665 ARBOR LANE 44666 ARBOR LANE 44669 ARBOR LANE 44670 ARBOR LANE 44673 ARBOR LANE 44674 ARBOR LANE 44677 ARBOR LANE 44678 ARBOR LANE 44681 ARBOR LANE 44682 ARBOR LANE 44685 ARBOR LANE 44685 ARBOR LANE 44689 ARBOR LANE 44693 ARBOR LANE 43050 ARGO CT 43070 ARGO CT 30764 ASHBURN RD 44633 ASHBURY PL 44637 ASHBURY PL 44641 ASHBURY PL 44645 ASHBURY PL 44649 ASHBURY PL 44652 ASHBURY PL 44653 ASHBURY PL 44656 ASHBURY PL 44657 ASHBURY PL 44660 ASHBURY PL 44661 ASHBUR¥ PL 44664 ASHBURY PL 44665 ASHBURY PL 44668 ASHBURY PL 44669 ASHBURY PL 44672 ASHBURY PL 44673 ASHBURY PL 44676 ASHBURY PL 44677 ASHBURY PL 44680 ASHBURY PL 44681 ASHBURY PL 44684 ASHBURY PL 44685 ASHBURY PL 44710 ASHBURY PL 31296 ASHMILL CT 31318 ASHMILL CT 31342 ASHMILL CT 313564 ASHMILL DR 31389 ASHMILL CT 31390 ASHMILL CT 41801 ASTEROID WY 41870 ASTEROID WY 41890 ASTEROID WY 40238 ATMORE CT 40255 ATMORE CT 40278 ATMORE CT 40311 ATMORE CT 40312 ATMORE CT 41521 AVENIDA BARCA 41540 AVENIDA BARCA 41580 AVENIDA BARCA 41620 AVENIDA BARCA 41621 AVENIDA BARCA 41639 AVENIDA BARCA 41640 AVENIDA BARCA 30535 AVENIDA BUENA SUERTA 30569 AVENIDA BUENA SUERTA 30570 AVENIDA BUENA SUERTA 30610 AVENIDA BUENA SUERTA 30661 AVENIDA BUENA SUERTA 30670 AVENIDA BUENA SUERTA 30695 AVENIDA BUENA SUERTA 30730 AVENIDA BUENA SUERTA 30761 AVENIDA BUENA SUERTA 30790 AVENIDA BUENA SUERTA 30800 AVENIDA BUENA SUERTA 30831 AVENIDA BUENA SUERTA Box 57 Page 2 of 3 Box 57 30860 AVENIDA BUENA SUERTA 30865 AVENIDA BUENA SUERTA 30880 AVENIDA BUENA SUERTA 30900 AVENIDA BUENA SUERTA 30931 AVENIDA BUENA SUERTA 30965 AVENIDA BUENA SUERTA 31005 AVENIDA BUENA SUERTA 31005 AVENIDA BUENA SUERTA 31010 AVENIDA BUENA SUERTA 31039 AVENIDA BUENA SUERTA 31040 AVENIDA BUENA SUERTA 31070 AVENIDA BUENA SUERTA 31100 AVENIDA BUENA SUEP, TA 31107 AVENIDA BUENA SUERTA 31110 AVENIDA BUENA SUERTA 31121 AVENIDA BUENA SUERTA 40556 AVENIDA CENTENARIO 40612 AVENIDA CENTENARIO 40640 AVENIDA CENTENARIO 40668 AVENIDA CENTENARIO 40696 AVENIDA CENTENARIO 40705 AVENIDA CENTENARIO 40724 AVENIDA CENTENARIO Box 57 Page 3 of 3 26419 Ynez Rd. 26440 Ynez Rd. 26531 Ynez Rd. 26531 Ynez Rd. 27321 Nicolas Rd. 27368 Via Industria 27420 Jefferson 27469 Colt Ct. 27470 Colt Ct. 27480 Ynez Rd. 28071 Diaz Rd. 28231 Ynez Rd. 28690 Pujol 28695 Ynez Rd. 28721 Front St. 28790 Pujol 28980 Front St. 29115 Front St. 29345 Rancho California Rd. 29495 Ynez Rd. 29536 Avenida Del Sol 29581 Margarita Rd. 29750 Rancho California Rd. 29840 La Corona 30225 Ynez Rd. 30445 Clover Lane 30530 Rancho California Rd. 30650 Pauba Rd. 30650 Rancho California Rd. 31618 Avenida Del Reposo 31820 Via Levantar 31950 Ynez Rd. 32220 Hwy 79 S 33195 Hwy 79 S 39930 Calle Medusa 40315 Winchester Rd. 40325 Winchester Rd. 40385 Winchester Rd. 40440 Margarita Rd. 40495 Winchester Rd. 40575 Winchester Rd. 40620 Winchester Rd. 40635 Winchester Rd. 40761 County Center Dr. 40820 Winchester Rd. 40880 County Center Dr. 41005 Winchester Rd. 42375 Remington 43379 Business Park Dr. 43385 Business Park Dr. 43391 Business Park Dr. Building Plans 43397 Business Park Dr. 43528 Calle De Velardo 43775 Calle De Velardo 44217 La Paz 44239 Margarita Rd. 44520 Bedford Ct. Tract 19872-5 Tract 22716 Tract 22716-1 Tract 22916 Tract 23100-1 Tract 23143 Tract 23143-4 Tract 23267-2 Tract 23267-3 Tract 23371-9 Tract 24131-1 Tract 24133 02/11/03 CC Mtg, Page 1 of 1 B02-1320 43460 Ridge Park T.I B02-0951 29854 Via Puesta Room add. Del Sol BO 1-2475 31135 S. General Keamey T.I B00-1932 41915 3eo St. Plumbing B02-2013 27452 Jefferson TI B02-1515 41670 Winchester TI B02-1001 30530 Rancho T.I California B02-1722 44853 Corte Sierra Room add. B01-2861 27499 Ynez TI B01-1477 42375 Remington TI B02-2649 27489 Ynez TI B02-1360 28322 Corte Ocaso Room add. B00-3440 30010 Corte Coehlo Storage room B01-0431 41397 Buecking TI B01-0781 43264 Business TI Park BO 1-2994 26480 Ynez t.i B02-2554 40664 Winchester TI B02-0681 26531 Ynez Air compressor B02-0436 29201 Ynez B01-1331 30241 Corte Coehlo B00-0456 43300 Business TI Park B02-1599 30981 Mashie Sunroom B01-0780 43264 Business TI Park BO 1-2697 26531 Ynez Rd. B02-1105 42400 Winchester B02-1380 31813 Highway 79 TI south B02-0106 41675 S. Enterprise TI Cr. B02-1749 40820 Winchester Racks suite 1940 B02-2669 43385 Business TI Park B02-1682 41622 Big Sage Ct. Room add. B97-0397 29851 Santiago Rd. B02-0359 31422 Jedediah Patio cover Smith B02-2432 32238 CalaTomnte Room add. B00-3018 27590 Jefferson ave. TI B02-0774 40780 Winchester Shelving B00-0045 43135 Blackdeer Wall Loop B00-1167 31725 Highway 79 T.I south B01-2287 40150 Winchester TI Rd. B01-0304 27555 Ynez Rd. TI B01-2326 40820 Winchester TI Rd. BOO- 1892 29645 Deal Ct. Room add. B98-1578 28900 Rancho Sign California Rd. B01-0800 41907 Carleton Wy. Room add. B98-1190 43490 Corte Rialto Storage area B02-0441 44031 Flores Dr. Room add. B02-2342 43264 Business TI Park Dr. B01-2359 41915 Motorcar TI Pkwy. B00-1668 41915 Business TI Park Dr. B98-1160 40555 La Colima Garage conv. B01-2314 42380 Rio Nedo TI B00-0302 43528 Calle de Ret wall Velardo B01-2325 41154 Via Cielito Wall B00-2010 27365 Jefferson TI Ave. B01-1993 30273 CorteCoehlo Asfr B02-2242 43379 Business TI Park Dr. B01-2316 41675 Enterprise Cr Ti B01-2479 27727 Jefferson TI Ave B00-1794 30011 Del Rey Room add B02-2877 41093 County Wall Center dr. B02-1023 43391 Business T.I Park B00-3233 40458 Winchester Trash enclosure B02-0406 30918 Crystalaire Patio cover 27906 Jefferson t.i Ave. 43460 Ridge Park TI 40820 Winchester Rd. suite K-7 B98-0251 26201 Ynez Rd. TI 40458 Winchester Sprinkler Rd. Tr: 28510 duplicates B00-2452 43003 Corte Fresca Patio cover B00-3005 29850 Gateview Ct. Room add. B00-2961 42555 Rio Nedo Wall B00-2311 40720 Winchester Sign Rd. B00-2338 41745 Brandeis Cr. Pool B00-3142 43218 Business TI Park DR. B94-2411 Country Glen Fountains B00-2843 BBQ B99-2473 30605 Feather Ct. B00-2863 27663 Commerce TI Center B00-0625 41769 Enterprise TI Gr. B00-2343 40935 Via Media Room add. Tr: 29286 Walls B00-2790 28134 Jefferson Trash enclosures Ave. B00-3053 Racks B00-2331 Chardonnay Hills Pool and spa B00-2743 42265 Winchester Electrical B00-2266 26755 Ynez Rd. Elevator B00-3236 27321 Nicolas Rd. Awnings 27195 Greenstone Sales trailer B98-2726 27464 Commerce TI Center B00-1651 40688 Winchester TI Rd. B00-1334 43280 Business TI Park Dr. B00-1231 31789 Highway 79 TI tarbell south B00-1526 41852 Motorcar Light standards Pkwy. B00-3717 27515 Jefferson Elec. Changeout Ave. B00-0481 43775 Calle De Room add. Velardo B00-2711 42265 Winchester Booth B00-0093 41820 Calle Cedral Garage conv. ITEM 6 APPROVAL CITY ATTORNEY DIR.OF FINANCE CITY MANAGER ~ TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City .~er/City Council Grah,~ates, Assistant to the City Manager February 11, 2003 ProPOsal to Continue Staffing Services PREPARED BY: Beth Gutierrez, Human Resources Specialist RECOMMENDATION: That the City Council approve the contract for staffing services through Employment Systems, Inc. (ESI). BACKGROUND: The City of Temecula has utilized Employment Systems Inc. (ESI) for the past six (6) years in providing temporary employment services. The last contract with Employment Systems, Inc. (ESl) was signed on March 3, 1998. The City has utilized ESI primarily for the staffing of professional positions related to Planning, Engineering, and Public Works. ESl is an operating division of Berryman & Hennigar and has specialized in providing technical and professional staffing to local government agencies since 1992. In addition, the City utilizes additional temporary staffing agencies including, but not limited to, AppleOne, Manpower, and Kelly Services on a rotating basis to fill the need for temporary support staffing issues. FISCAL IMPACT: Funds are available in the appropriate department budgets to fund these services. ATTACHMENTS: Proposal and Agreement to Continue Staffing Services through Employment Systems, Inc. (ESl) CITY OF TEMECULA AGREEMENT FOR CONTRACT STAFFING SERVICES THIS AGREEMENT, is made and effective as of March 1, 2003 between the City of Temecula, a Municipal Corporation ("City") and Employment Systems Inc. (ESl) ("Staffing Agency"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM. This Agreement shall commence on Mamh 1, 2003 and shall remain and continue in effect until tasks described herein are completed, but in no event later than December 31, 2006, unless sooner terminated pursuant to the provisions of this agreement. 2. SERVICES. Staffing Agency shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Staffing Agency shall complete the tasks according to the schedule of performance, which is also set forth in Exhibit A. 3. PERFORMANCE. Staffing Agency shall at all times faithfully, competently and to the best of their ability and experience, perform all tasks described herein. Staffing Agency shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Staffing Agency hereunder in meeting its obligations under this Agreement. 4. PAYMENT. a. The City agrees to pay Staffing Agency in accordance with the payment quotation and terms and the schedule of payment as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, for the work described in Exhibit A. This amount shall not be altered for the entire term of the Agreement unless additional payment is approved as provided in this Agreement. b. Staffing Agency shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Staffing Agency shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Staffing Agency at the time City's written authorization is given to Staffing Agency for the performance of said services. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Staffing Agency at least ten (10) days prior written notice. Upon receipt of said notice, the Staffing Agency shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of the Agreement. b. In the event this Agreement is terminated pureuant to this Section, the City shall pay to Staffing Agency the actual Value of the work performed up to the time of termination, previded that the work performed is of value to the City. Upon termination of the Agreement pureuant of this Section, the Staffing Agency will submit an invoice the City pureuant to Section 6. DEFAULT OF STAFFING AGENCY a. The Staffing Agency's failure to comply with the previsions of this Agreement shall constitute a default. In the event that Staffing Agency is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Staffing Agency for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Staffing Agency. If such failure by the Staffing Agency to make progress in the performance of work hereunder arises out causes beyond the Staffing Agency's contrel, and without fault or negligence of the Staffing Agency, it shall not be considered a default. b. If the City Manager or his delegate determines that the Staffing Agency is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Staffing Agency with written notice of the default. The Staffing Agency shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Staffing Agency fails to cure its default within such period of time, the City shall have the dght, not withstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Staffing Agency shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Staffing Agency shall maintain adequate records of services previded in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Staffing Agency shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there frem as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 8. INDEMNIFICATION. The Staffing Agency agrees to defend, indemnify, pretect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of person, or damage to property arising out of Staffing Agency's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 9. INSURANCE REQUIREMENTS. Consultant shall procure and maintain for the duration of the contract insurance against claims for injudes to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. (2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 coveting Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable. (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. (4) Professional Liability Insurance shall be wdtten on a policy form providing professional liability for the Consultant's profession. Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is , used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3) Worker's Compensation as required by the State of Califomia; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. (4) Professional Liability coverage ($1,000,000) per claim and in aggregate Deductibles and SeE-Insured Retentions. Any deductibles or seE-insured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (1) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability adsing out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. (2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR. a. Staffing Agency is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Staffing Agency shall at all times be under Staffing Agency's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Staffing Agency or any of Staffing Agency's officers, employees or agents, except as set forth in this Agreement. Staffing Agency shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Staffing Agency shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Staffing Agency in connection with the performance of this Agreement. Except for the fees paid to Staffing Agency as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Staffing Agency for performing services hereunder for City. City shall not be liable for compensation or indemnification to Staffing Agency for injury arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES. The Staffing Agency shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Staffing Agency shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity in occasioned by failure of the Staffing Agency to comply with this section. t2. RELEASE OF INFORMATION a. All information gained by Staffing Agency in performance of this Agreement shall be considered confidential and shall not be released by Staffing Agency without City's prior written authorization. Staffing Agency, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attomey, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpeona or court order shall not be considered "voluntary" provided Staffing Agency gives City notice of such court order or subpeona. b. Staffing Agency shall promptly notify City should Staffing Agency, its officers, employees, agents or subcontractors be served with any summons, complaint, or other discovery request, court order or subpeona from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Staffing Agency and/or be present at deposition, hearing or similar proceeding. Staffing Agency agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Staffing Agency. However, City's dght to review any such response does not imply or mean the right by City to control, direct, or rewdte said response. '13. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in wdting and may be given either this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice: To City: City of Temecula 43200 Business Park Ddve Temecula, California 92589 Attention: Human Resources To Staffing Agency: Employment Systems Inc. (ESI) 11590 West Bemardo Court Suite 211 San Diego, CA 92127-1624 Attn: Michelle Friery or Designated 14. Assignment. The Staffing Agency shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Because of the personal nature of the services to be rendered pursuant to this Agreement, only Staffing Agency shall perform the services described in this Agreement. Staffing Agency may use assistants, under their direct supervision, to perform some of the services under this Agreement. Upon termination of this Agreement, Staffing Agency's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Staffing Agency. 15. LICENSES. At all times during the term of this Agreement, Staffing Agency shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING LAW. The City and Staffing Agency understand and agree that the laws of the State of California shall govern the dghts, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City of Temecula. t7. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All pdor or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of not further force or effect. Each party is entedng into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. t8. AUTHORITY TO EXCECUTETHIS AGREEMENT. The person or persons executing this Agreement on behalf of Staffing Agency warrants and represents that he or she has the authority to execute this Agreement on behalf of the Staffing Agency and has the authority to bind Staffing Agency to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Jeffrey E. Stone, Mayor Attest: Susan W. Jones, CMC City Clerk Approved As to Form: Peter M. Thorson, City Attomey Staffing Agency By. Michelle Friery Employment Systems Inc. (ESI) 7 EXHIBIT "A" ATTACHED TASKS TO BE PERFORMED 1. Attached proposal outlines responsibilities and costs for the duration of this contract. EMPLOYMENT SYSTEMS, INC. PROPOSAL FOR STAFFING AND HUMAN RESOURCE SERVICES CITY OF TEMECULA JANUARY, 2003 II EMPLOYMENT SYSTEMS~ INC. Employment Systems, Inc. has been in business for ten years. Started in 1992, Employment Systems is an independently incorporated entity that is part of a group of affiliated companies which includes GovPartner (a provider of a suite of on-line systems for e-Government services), and Berryman & Henigar (an engineering firm focusing exclusively on public sector consultation and projects). Employment Systems provides temporary employment services to municipalities and special districts throughout California. Its normal business practice is to employ candidates who have been selected by its client, and to provide the employees with its core services of employment, payroll, benefits, worker compensation, and related administration. As an outsourced or adjunct human resources function, Employment Systems provides all of the processes needed to retain employees on a temporary basis or until projects are concluded. Employment Systems provides post-employment service as welt, such as unemployment insurance administration, employment verifications, and records retention. Employment Systems also operates the Ambulance Operator programs, on a contract basis, for various fire departments in Southern California. In this specialized service to municipal clients, Employment Systems sources, recruits and hires ambulance operators and provides all related human resource, payroll, benefits, and worker compensation administration that applies to them during their term of employment. The staff at Employment Systems is experienced and highly qualified for the work that they perform. The company President and Chief Operating Officer, Michelle Friery, has both MBA and MPH degrees, and is SPHR certified. She has worked in the staffing industry for over a decade. The human resources support staff at Employment Systems has nearly 20 years experience in public sector human resources management, and staff members are PHR and SPHR certified. The payroll staff has over twenty years experience in payroll, worker comp and benefits administration. Employment Systems provides bi-lingual support to employees who request it. Experience with the Ci,ty of Temecula Employment Systems, Inc. has hired fifty-nine employees to work at City of Temecula assignments in positions with thirty-two, different job titles during the past seven years. The jobs involved range from Office Aide, to Project Engineer, to Information Systems Technician. A list of job titles for those whom Employment Systems has hired to work at the City of Temecula follows. Through this employment services experience, Employment Systems is familiar with wage and hour issues that face such classifications. For example, it is critical to know which computer professional positions can be paid on an hourly basis and still be exempt from overtime rules in California, or why an "engineer" position may not be eligible for a professional exemption under the California Wage Order guidelines. It is also critical to 2 know the differences between Wage Order overtime and exemption standards and those embodied in the FLSA. Most importantly, Employment Systems has developed business processes that allow it to seamlessly and effectively administered private sector employment and payroll regulations for employees who are assigned to work in a municipal environment. Employment Systems is familiar with the public sector. It senior human resources staff has nearly twenty years experience as a human resources manager for a govemmental agency, and the company itself has a decade of experience working with various municipal clients. We believe that our administrative ability to work easily in both governmental and private sector environments is a core competency of our company. In addition to payroll and hiring services, Employment Systems has served as an adjunct human resources department by administering mandatory programs for its employees who have worked at Temecula, such as coordinating pregnancy disability leave or FMLA time off. Employment Systems has also provided Worker Compensation administration for its employees who may have had on-the-job injuries or illnesses. Moreover, ESI has managed post-employment processes such as unemployment insurance, COBRA and employment verifications. Employment Systems is more than just a temporary employment agency or only a payroll service company. Employment Systems is committed to maintaining a high quality of expertise regarding the complicated web of California employment regulation and wage and hour law. Both the human resources and the payroll staff attend frequent meetings, workshops and seminars to keep skills and knowledge current. Moreover, the company maintains many professional memberships (such as IPMA and SHRM) and has subscriptions to technical and business reference services, publications~ and communications media. In an era when employment-practices and class action overtime pay litigation is rampant, Employment Systems has had no pay or employment related complaints at Temecula. The employees who have held the thirty two job titles in the list that follows have been hired, paid, and separated in full compliance with state and federal regulations, and on the basis of sound human resoume practices and ethics. Moreover, this has occurred in the context of positive and reliable customer service, and at an extremely reasonable cost to the City when compared to other staffing, temporary, or employment service companies. I I I CURRENT JOB TITLES HIRED THROUGH EMPLOYMENT SYSTEMS, INC. AT THE CITY OF TEMECULA' JOB TITLE Building Inspector Engineering Aide GIS Technician Maintenance Assistance Minute Clerk Office Aide Office Technician Project Counter Technician Project Engineer Project Planner I OTHER JOB TITLES PREVIOUSLY HIRED THROUGH EMPLOYMENT SYSTEMS, INC. AT THE CITY OF TEMECULA JOB TITLE Accounting Aide Aquatic Manager Civil Engineer Code Enforcement Officer Computer Technician Construction Inspector Electrical Inspector Engineer Technician Facility Custodian Information Systems Technician Landscape Technician Lead Lifeguard Mail Room Assistant Management Assistant Office Assistant Plan Checker Planner Project Accountant Project Planner Public Works Inspector Signal Technician Webmaster 4 II I I I I I I I I I I Menu of Benefits Available to Full Time ES1 Employees Group Insurance Package: Employment Systems, Inc. has a group insurance benefits package that it can offer to employees if thc client adopts a service agreement that includes group benefits: Medical Insurance, with HMO option and PPO option, through Aetna Health Plans. Medical Insurance (HMO-only) through Kaiser Permanente. Dental Insurance with DMO (like a dental HMO) and PDO (like a dental PPO) options. Life Insurance (one-time the annual income up to $50,000). Long Term Disability Insurance (60% annual salary up to $120,000) If the client adopts the Employment Systems benefits package, it adopts the above group of insurance benefits. Employment Systems pays 100% of the employee-only HMO coverage for medical and dental insurance, and 100% of the premiums for life and LTD. Life and LTD are only for the employee, and are bundled with the other insurance plans so they cannot be waived. The employee can buy-up to the more expensive PPO medical and dental insurance, and can also purchase dependent coverage through a payroll deduction. All insurance premiums are taken out on a pre-tax basis as part of the Section 125 cafeteria plan. Group insurance benefits are available to full time (minimum of 32 hours a week) employees. An employee is eligible for coverage on the first of the month following thirty days of employment. Cafeteria Plan: The Section 125 Cafeteria Plan (called theflexplus Plan) offered by Employment Systems is available to all employees from their date of hire. Under theflexplus Plan, there are several pre-tax options: Medical spending account: th6 employee may set up a medical spending account of up to $1,500 for eligible, non-reimbursed health expenses during a calendar year. The amount selected for the year is apportioned over the pay periods in the calendar year, and deducted on a pre-tax basis. Child/Dependent Care account: An employee may set up an account for child or dependent care expenses, such as for day care, in the amount up to $5,000 per year. An option is available to set up a "continual reimbursement" process to minimize the impact of the recurring out-of-pocket expenses. Personally Paid Health Insurance Premium account: when the employee pays for their own, outside health insurance (not an ESI plan), a "continual reimbursement" process can be set up to minimize the impact of out-of-pocket expenses. There is no dollar limit for this account. All employee deductions for insurance premiums are taken out on a pre-tax basis. 5 I II I I II II I I I I ! I I I I I I I I A direct deposit arrangement is available through the cafeteria plan so that all reimbursements can be made through that procedure. As you may know, all deductions for Section 125 benefits are made on a pre-tax basis. The employee's taxable gross eamings are reduced by the deduction amount so that the employee has a lower base of earnings for calculating income taxes. IRA (Individual Retirement Account): Employment Systems, Inc. offers employees the opportunity to set up an IRA on a payroll deduction basis. An employee can contribute up to $3,000 a year to an IRA through deductions made directly from their paychecks. This is a unique method of establishing an IRA that ESI has arranged in consultation with Salomon Smith Bamey and MFS Investment Management. It is an excellent way for an employee to begin a retirement savings plan. Paid Time Off: Holidays A full time employee hired through Employment Systems, Inc. will receive ten (10) paid holidays per year. Those holidays are: New Year's Day Martin Luther King's Birthday President's Day Memorial Day 4th of July Labor Day Veteran's Day Thanksgiving Day Day after Thanksgiving Christmas Day Holidays for full time employees are paid at eight (8) hours, even if the employee's normal schedule is a 9/80 schedule or a 4/10 schedule. The employee may use other paid leave time to make up the difference if they request it. Paid Time Off: Vacation A full time employee will receive five days (40 hours) of paid vacation time for working a full year, accrued on the basis of 0.0192 of vacation time per hour worked. Accrual will begin from date of hire, but eligibility to use vacation time will not start until the employee has completed six months of service at the Temecula assignment. Any unused vacation time in the employee's account will be fully paid out at time of separation. Use of vacation time must be scheduled with the employee's on-site supervisor. I I I I II I I I I I II I I I I I I II Menu of Benefits Available to Part Time ESI Employees Insurance Options for Part Time Employees Employment Systems has two medical insurance plans that are available to part time employees on an individual, voluntary basis. These are a Kaiser Permanente HMO plan, and a Blue Cross insurance product. Part time employees who choose to purchase health insurance will be provided with a "benefits allowance" to supplement their regular eamings. The allowance is $100 per month, paid at the rate o f $46.16 per bi-weekly pay period. A part time employee is eligible for the benefits allowance after the first of the month following thirty days of employment. Cafeteria Plan: Employment Systems, Inc. has a Section 125 Cafeteria Plan (called theflexplus Plan) that is offered to part time employees from their date of hire. Under theflexplus Plan, there are several options for setting earnings aside on a pre-tax basis to cover various recurring dependent care or eligible medical expenses. Medical spending account: the employee may set up a medical spending account of up to $1,500 for eligible, non-reimbursed health expenses during a calendar year. The amount selected for the year is apportioned over the pay periods in the calendar year, and deducted on a pre-tax basis. Child/Dependent Care account: An employee may set up an account for child or dependent care expenses, such as for day care, in the amount up to $5,000 per year. An option is available to set up a "continual reimbursement" process to minimize the impact of the recurring out-of-pocket expenses. Personally Paid Health Insurance Premium account: when the employee pays for their own, outside health insurance (not an ESI plan), a "continual reimbursement" process can be set up to minimize the impact of out-of-pocket expenses. There is no dollar limit for this account. All employee deductions for insurance premiums are taken out on a pre-tax basis. A direct deposit arrangement is available through the cafeteria plan so that all reimbursements by the Plan Administrator can be made through that procedure. The employee's taxable gross earnings are reduced by the deduction amount so that the employee has a lower base of earnings for calculating income taxes. IRA (Individual Retirement Account): Employment Systems, Inc. offers employees the opportunity to set up an IRA on a payroll deduction basis. An employee can contribute up to $3,000 a year to an IRA through deductions made directly from their paychecks. This is a unique method of establishing an IRA that ESI has arranged in consultation with Salomon Smith Barney ! ! I i I II II I I I I I I and MFS Investment Management. It is an excellent way for an employee to begin a retirement savings plan. Paid Time Off: Holidays Part time employees at Temccula will receive ten (10) holidays per year. The holidays are thc same as those previously noted above. Part time employees will be paid for four hours for a holiday, Employment Systems Services Employment Systems, Inc. supports its employees and clients with a variety of basic services, as noted below: Payroll Administration: · Employee set-up · Payroll preparation · Check printing · Payroll distribution · Payroll check reconciliation · Local, state and federal payroll reports · Year end W-2 forms and reports · Quarterly 940 tax reports · Reimbursements · Deductions · Wage garnishments · Tracking of paid time off · Record maintenance Tax Administration: · Tax depositing · Federal payroll deposits and summary · State withholding deposits and reports · Social Security (FICA) tax filing and payment · Federal Unemployment (FUTA) tax filing and payment · State Unemployment (SUTA) tax filing and payment · State Unemployment (SUTA) claims filing · State Disability Insurance (SDI) filing and payment · Monthly, quarterly, and annual government reporting Workers Compensation: · Workers Compensation coverage · Workers injury reporting · Filing and tracking of claims · Workers occupational benefit deposits II I Benefits Administration: · Group medical plans · Group dental plans I · Life insurance · Long term disability insurance · Accidental death and dismemberment (AD&D) insurance · Paid vacation leave · Paid holidays I · Paid sick days · Special pre-tax savings plans (Section 125) · Individual Retirement Account (IRA) with payroll deductions. I ~ Credit union Medical benefit claims handling · Medical insurance payments I · Cafeteria Plan (Section 125), with multiple, pre-tax options. · Consolidated Omnibus Budget Reconciliation Act (COBRA) compliance Human Resource Administration: · Employee set-up · Application compliance · Employment documentation and I-9 form compliance · Employee record keeping · Employee orientation · Bi-lingual staff and forms · Wage or salary administration and research · Job description updating · Incentive pay plans · Vacation leave policies · Disciplinary procedures · Discharge notices · Exit interviews · Complaint procedures · Attitude surveys · Promotion, transfer or separation processing · Employee Handbook, frequently updated to keep current with ever-changing, California employment regulations. · Legal review of documentation, policy, procedure by in-house counsel. · ESI Administrative Manual provided to clients. In areas where expertise is in-house, informal consultation on a variety of employment, employee relations, payroll, compensation, and benefits related matters is available as part of the association with Employment Systems. Employment Systems designs, 9 implements, a~iministers other, fee-based'projects in combination with in-house staffand contracted specialists. EMPLOYMENT SYSTEMS, INC. RATE TABLES TEMECULA CLASSIFICATIONS Worker Comp Code CA8810 Classifications: Clerical~ Engineering, Planning Pay Rate Full Time Mark Up* Part Time Mark Up** $10.01 -- $15.00 1.39 1.37 $15.01 -- $25.00 1.36 1.34 $25.01 -- $35.00 1.33 1.31 $35.01 -- $45.00 1.30 1.28 $45.01 -- $55.00 1.27 1.25 $55.01 -- $65.00 1.24 1.22 II Worker Comp Code CA9410 Classifications: Buildin~ Insl~ectors Pay Rate Full Time Mark Up* Part Time Mark Up** $10.01 -- $15.00 1.42 1.40 $15.01 -- $25.00 1.39 1.37 $25.01 -- $35.00 1.36 1.34 $35.01 -- $45.00 1.33 1.31 II i Worker Comp Code CA9420 Classifications: Maintenance Pay Rate Full Time Mark Up* Part Time Mark Up** $ 6.75 -- $10.00 1.58 1.56 $10.01 -- $15.00 1.55 1.53 $15.01 -- $25.00 1.52 1.50 II The city is billed for all time paid to the employee (vacation and holiday hours billed as regular hours worked); overtime is billed at a rate of time and one-half the billing rate for any hours over eight (8) in a day (or nine if on an alternative workweek schedule), or over forty (40) in a workweek; overtime is billed at two times the billing rate for work over twelve (12) in a work day. Employee mileage reimbursement is billed at $0.44/mile. *Full Time employees receive all group insurance benefits. **Part Time employees receive pro-rated benefits allowance. 10 II II II I I I I I II New Hire Employment Process Our motto is "from red tape to green light" for staffing and other outsourced human resources assistance. From your perspective in Temecula, the new hire process embodies that motto. When Temecula wants Employment Systems, Inc. to hire someone and assign that individual to work at Temecula, you just provide some basic information, and we do the rest. The Employment Systems, Inc. "New Hire Form" (see attachment) serves as the notice that Temecula provides us with in order to start the new hire process. Simply fill out the information requested on the form and fax it to ESI at (858) 451-2502. We will begin our processing of the new hire upon receipt of the form. You can also call ESI and staffwill use the New Hire Form as an in-take form and get the necessary information over the phone. We will follow-up with a letter to Temecula which confirms the bill rate (based on the tables above). When signed by the City and returned to ESI, the confirmation letter serves as the formal authorization to hire the new employee(s). Employment can usually take place on the same day that we receive the New Hire Form. As you know, however, ESI must have the federal I-9 certification completed within the first three days of hire. Also, new hire processing can take longer if the employee will be driving for the city and, therefore, a DMV record check is required. Under state law and under the FCRA, a notification and authorization process is required in order to conduct a background check, such as a review of the new hire's driving record. In any event, ESI will provide the new employee with a customized offer letter based on the information received from Temecula and on the New Hire Form. In order to expedite hiring, ESI can put new hire packets together and leave them with the city to give to an individual who is to be hired for Temecula by ESI. This approach has helped speed up the hiring timetable at other municipal clients of ESI. Changes in Employment Circumstances and Status When the City of Temecula wants Employment Systems, Inc. to change an employee's status, rate of pay, or other employment condition, it uses the ESI Employee Status Change Form (see attachment). Temecula will record the employee name, the effective date of the change, and the nature of the change on the form. Someone authorized to make this change will then sign and date the form and fax it to ESI at (858)451-2502. The form can also be mailed to the ESI offices. Employment Systems will implement the change at the applicable time, or implement the change retroactively if necessary. If the employee has not been informed of the change, ESI will contact them and let them know what has happened. However, ESI requires that, if an employee has a reduction in pay or has a change in work assignment that would be considered to be a demotion, the employee should sign the Change of Status form as well as the Supervisor. This step helps reduce confusion or conflict between the employee and ESI (and the City) relating to subsequent paychecks 11 ! I II or other employment activity. Termination of Employment There will be many reasons for the City of Temecula to ask ESI to end the employment relationship with someone assigned by ESI to work there. As a private sector employer, ESI needs advance notification of the separation date because it must provide final compensation to the employee according to precise timetables given in the California Labor Code. With an involuntary separation, the final check must be provided at the time of separation. If the employee resigns or otherwise quits, the check must be provided at the time of separation if the employee has given 72 hours notice of leaving, or if the employee does not give proper notice, the check must be provided to the employee within 72 hours of the separation. Failure to meet these schedules can be significant so ESI is very careful about the administration of the separation process. What Temecula needs to do when they want an employee separated is to call ESI, preferably at least 3 days in advance, to discuss the separation. ESI will request that Temecula fill out an Employee Separation Form (see attachment) and fax it to ESI along with a final timesheet. ESI then administers the separation process. If sufficient prior notice is given to ESI, the company can send a separation packet (including final paycheck) to the City to give to the employee on their last day. Otherwise, ESI will mail or express the separation materials directly to the employee. When an employee has resigned, ESI requests that they provide ESI with a resignation letter, memo or other form of a signed, written statement. I I I II 12 ! I ATTACHMENTS: I I I · NEW HIRE FORM · EMPLOYEE CHANGE OF STATUS FORM I · EMPLOYEE TERMINATION FORM PART TIME EMPLOYEE BENEFIT SUMMARY II 13 II EMPLOYMENT SYSTEMS, INC. NEW HIRE FORM If you have any questions, call Michelle Friery at (858) 451-0040 ext. 103, then fax to (858) 451-2502. EMPLOYEE HIRE DATE: EMPLOYEE NAME: EMPLOYEE ADDRESS: HOME PHONE: NEW WORK PHONE: EMPLOYEE SSN#: EMPLOYEE TITLE & ATTACH JOB DESCRIPTION PAY RATE: OTHER COMPENSATION: YES NO YES NO YES NO # OF SICK DAYS: PERSONAL VEHICLE DATE OF BIRTH: CAR MILEAGE RATE:. PART TIME (under 32 hours per week) FULL TIME (over 32 hours per week) INSURANCE BENEFITS: # OF VACATION DAYS: # and names OF HOLIDAYS: EMPLOYEE DRIVING: YES NO IF YES, CITY/COMPANY VEHICLE __ CA DRIVERS LICENSE #: IF PERSONAL VEHICLE, PRE-EMPLOYMENT TESTS: ALTERNATE WORKWEEK: 9/80 SUPERVISOR'S NAME: SUPERVISOR'S TITLE: SUPERVISOR'S PHONE #: BILLING/INVOICE - COMPANY: CONTACT/PHONE #: ADDRESS: 4/10 other standard 14 II EMPLOYEE STATUS CHANGE FORM Employee Name: Workplace Employer: EFFECTIVE DATE: / / CHANGE FROM TO PAY RATE $ per $ ' per PAY STATUS Exempt Hourly Exempt Hourly STATUS CHANGE Full-Time Part-Time Full-Time Part-Time JOB TITLE CHANGE OTHER II II I! I I STREET NEW CITY/STATE/ZIP ADDRESS PHONE NUMBER REASON FOR CHANGE State Reason for Change: II I1 Supervisor Authorization: Date Employee Signature: Date For ESI Use Only WC Code Benefits PTO Bill Rate Other 15 Employee Name: Workplace Employer: Effective Date: EMPLOYEE SEPARATION FORM Last Day Worked: REASON FOR SEPARATION __ End of Project __ Unassigned Discharged __ Resigned (attach resignation letter) Retired Other II II II INSTRUCTIONS FOR DISPOSITION OF FINAL CHECK II Employee Signature Date: Workplace Employer Signature Date: ESI Authorized Signature Date: For ESI Use Only: II Due Sent Social Security Number Special Instructions: COBRA Y/N Sent PTO Y/N 16 I I I I I I I II II II II II I I I I II Inter-Office Memo To: Name Date: Date From: Human Resources SUBJECT: Full Time Employee Information--Benefits Summary Welcome to Employment Systems, Inc.! Our success depends on employees such as you. We hope that this is the beginning of a productive and satisfying opportunity for you in your assignment at the City of Temecula. Important Benfits Information Group Insurance Benefit: ESI offers employees medical, dental, life and LTD insurance. The employee can select from either an Aetna or a Kaiser Permanente HMO plan. Or the employee can buy up to Aetna's PPO coverage and/or dependent coverage under any plan. Dental insurance is available through Guardian Insurance. The basic coverage is an employee-only dental HMO, but there is an option to buy up to a dental-PPO and/or to purchase dependent coverage with either option. Life and LTD are available for the employee-only. Paid Vacation: A full time employee will receive five days (40 hours) of paid vacation for working a full year, accrued on the basis of 0.0192 hours of vacation time per hour worked. Accrual of vacation time begins at the date of hire, but eligibility to use vacation time starts only after six months of employment at the City of Temecula assignment. Paid Holidays: In addition to the above benefits you will be eligible for the following paid holidays: New Year's Day, Martin Luther King Day, President's Day, Memorial Day, 4th of July, Labor Day, Veteran's Day, Thanksgiving Day, Day After Thanksgiving and Christmas Day. Holidays are paid at eight (8) hours, even if the employee works a 9/80 or 4/10 schedule. The employee may use other paid time to make up the difference if they request it. Cafeteria Plan: This plan allows you to pay for certain expenses (insurance premiums, medical and dependent care costs) for yourself and your legal dependent with pre-tax dollars, rather than dollars that have already been taxed. This benefit is voluntary. All health insurance premium deductions made at ESI are automatically pre-tax as a benefit through the cafeteria plan, unless the employee tells ESI otherwise. Individual Retirement Account (IRA): ESI has teamed with Salomon Smith Barney and MFS Investment Management to provide you with access to a retirement opportunity that can be administered through an IRA automatic payroll deduction account. ESI will 17 I I' I I I II I I II II II II I I I I II automaticaily deduct an employee directed dollar amount fi.om your paycheck each pay period up to the maximum allowed by the IRS. Please contact Human Resources at 800-756-7747, ext. 104, for more information about benefits if you have questions. 18 Inter-Office Memo To: Name Date: Date From: . Human Resources SUBJECT. Part Time Employee Information--Benefits Summary Welcome to Employment Systems, Inc.! Our success depends on employees such as you. We hope that this is the beginning of a productive and satisfying opportunity for you in your assignment at the City of Temecula. Important Benefits Information " Paid Holidays: You will be eligible for the following paid holidays while working part time in your City of Temecula assignment: New Year's Day, Martin Luther King Day, President's Day, Memorial Day, 4th of July, Labor Day, Veteran's Day, Thanksgiving Day, Day After Thanksgiving and Christmas Day. Part time employees are paid for four hours for a holiday. Medical Insurance Options: ESI offers two, individual, voluntary insurance plans to part time employees. 0nc is a Kaiser Permanente HMO Plan and t.he other is a Blue Cross insurance product. Part time employees are eligible to receive a benefits allowance of $100 per month, paid at $46.16 per bi-weekly pay period, to use to offset your cost for medical insurance premiums. Cafeteria Plan~: Allows you to pay for certain expenses (insurance premiums, medical and dependent care costs) for yourself and your legal dependent with pre-tax dollars, rather than dollars that have already been taxed. This benefit is voluntary. All health insurance premium deductions made at ES, I are automatically pre-tax as a benefit through the cafeteria plan, unless the employee tells ESI otherwise. Individual Retirement Account (IRA): ESI has teamed with Salomon Smith Barney and MFS Investment Management to provide you with access to a retirement opportunity that can be administered through an IRA automatic payroll deduction account. ESI will automatically deduct an employee directed dollar amount from your paycheck each pay period up to the maximum allowed by the IRS. Please contact Human Resources for more information about any of these benefits options if you are interested. 19 ITEM 7 APPROVAL CITY ATTORNEY FINANCE DIRECTOR~ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Council Herman D. Parker, Director of Community Service~--~ February 11,2003 Amendment No. 1 to the License Agreement with S.A.F.E. RECOMMENDATION: That the City Council approve Amendment No. I to the License Agreement between the City of Temecula and S.A.F.E. for use of office space at the Temecula Community Center in the amount of $1. BACKGROUND: Safe Alternatives for Everyone (S.A.F.E.) was established in 1998 by concerned citizens and community leaders to help families suffering from abuse and violence. S.A.F.E.'s goals are to help all children and families in the Temecula Valley live in violence-free homes, schools and communities. S.A.F.E. works with local law enforcement agencies, domestic violence agencies, local hospitals, schools and community organizations to help families remove violence from their lives and deal with the effects that violence has had on each family member's well-being. Rather than deal with the individuals involvement in a violent act, S.A.F.E. works in a case management capacity with the entire family to ensure all family members utilize existing community services to "help families help themselves". The S.A.F.E. program provides family case management, referral and resoume support, public education and family assessment. This license agreement provides the S.A.F.E. program with office facilities at the Temecula Community Center located at 28816 Pujol Street, Temecula, California. This office space enables the S.A.F.E. program to conduct normal business, meet clients and provide public services. The term of this agreement is for two (2) years ending June 30, 2004. Currently, the Agreement calls for S.A.F.E. to pay rent for office space to the City in the amount of $50 per month. Amendment No. 1 to the Agreement will decrease the rental amount to $1 per year. The S.A.F.E. programs expand the human service components offered through the City and enhance our overall ability to meet the needs within the community. Staff is recommending this change in recognition of the in-kind human services provided by S.A.F.E. to the community. The rent that would otherwise be paid to the City may be used by S.A.F.E. to deliver needed services to their clients. FISCAL IMPACT: Reduction in the rent to the City from S.A.F.E. will result in an annual $599 decrease in revenues. S.A.F.E. will offer human service programs and resources to the community far in excess of this amount. R:'~RUSEP~AGENDAS\SAFE amendment No 1 .doc AMENDMENT NO. 1 LICENSE AGREEMENT BETWEEN THE CITY OF TEMECULA AND SAFE ALTERNATIVES FOR EVERYONE (S.A.F.E.) FOR USE OF REAL PROPERTY February 11,2003 The Agreement dated Auqust 27, 2002 between the City of Temecula and Safe Altematives for Everyone (S.A.F.E.) (hereinafter referred to as "Agreement") is hereby amended as follows: Section 1 Section 4 of the Agreement is hereby amended as follows: "4. Responsibilities of the Parties. Licensee shall pay rent for the use of the Office Space in the amount of One Dollar ($1) each year, beginning on March 1 st 2003 and due on March 1 st of each year thereafter. The rent has been reduced in consideration of the community and human services provided by the Licensee to the City. City shall obtain the roll-off storage container for the Licensee at its sole cost and expense. Licensee shall maintain the Office Space in a neat and clean condition." Section 2 All other terms and conditions of the Agreement shall remain the same. The parties hereto have executed this Amendment on the date and year above written. S.A.F.E., a California Non-Profit Corporation By: Name: Melissa Donaldson Title: Executive Director City of Temecula Jeffrey E. Stone, Mayor Attest: Susan W. Jones, CMC, City Clerk Approved as to Form: Peter M. Thorson, City Attorney R:\RUSEP\CONTRACT~SAFE Amendment No. 1 2-11-03.doc LICENSE AGREEMENT BETWEEN THE CITY OF TEMECULA AND SAFE ALTERNATIVES FOR EVERYONE (S.A.F.E.) FOR USE OF REAL PROPERTY THIS LICENSE AGREEMENT is entered into by and between the City of Temecula, a municipal corporation ("City") and S.A.F.E., a California non-profit corporation ("Licensee") and is made as of August 27, 2002 In consideration of the mutual agreements contained herein, the parties hereto agree as follows: 1. Reeital~ This Agreement is made with respect to the following facts and for the following purposes which the parties hereto acknowledge as true and correct: a. City is the owner of certain real property in the City of Temecula generally known as the Temecula Community Center located at 28816 Pujol Street, Temecula, and described on Exhibit A, attached hereto and incorporated by this reference (hereafter "Community Center"); b. The Licensee is a non-profit corporation which provides community services for the Temecula area; c. The Licensee desires to use a portion of the Community Center for its offices on a temporary basis and the City is willing to allow this temporary use in recognition of the community services provided to the community by the Licensee. 2. Right to 1 l~e Portinn of C. nmm,,ni~ Center. City hereby grants a license to Licensee to use that portion'of the Community Center described on Exhibit A, attached hereto and incorporated herein, for the Licensee's offices ("Office Space"), subject to the terms and conditions of this Agreement. The City shall have the Office Space keyed separately from the remainder of the Community Center. The City shall have the fight to use the conference room which is a part of the Office Space so long as its use does not interfere with the use of the Office Space by the Licensee. 3. Term of I .ieense tn I lse Office Space.. Licensee shall have the right to use the Office Space pursuant to this Agreement from the date of this Agreement until June 30, 2004. Either party may terminate this Agreement for any reason by providing a sixty (60) day written notice of termination to the other party. 4. re~?n~ibilitie~ of the Partie.n Licensee shall pay rent for the use of the Office Space in the amount of fixty dollars ($50.00) payable on the fifth day of every month, or the first business day thereafter. The rent has been reduced in consideration of the community services provided by Licensee to the City. City shall obtain the roll-off storage container for the Licensee at its sole cost and expense. Licensee shall maintain the Office Space in a neat and clean condition. R:\ZIGLERG\XAGREEMN\SAFE LICENSE AGREEMeNT.DOC 8/6/2002 5. lnclemnificatlnn Each party shall defend, indemnify, assume all responsibility for and hold the other party, and its elected or appointed officers and employees and volunteers, harmless from all costs (including attorneys fees and costs), claims, demands or liabilities judgments for injury or damage to property and injuries to persons, including death, which may be caused by any of the actions or inactions of the indemnifying party at the Community Center, whether such actions or inactions activities be by indemnifying party or anyone directly or indirectly employed or contracted with by indemnifying party and whether such damage shall accrue or be discovered before or after termination of this Agreement. 6. Entire_~gr~ae~ This Agreement and any documents attached hereto or referred to herein integrate all terms and conditions mentioned herein or incidental hereto and supersede all oral or written negotiations and prior writing in respect to the subject matter hereof of this Agreement, except for that certain funding agreement for community services between the parties dated July 9, 2002. 7. TaxeR, Licensee shall pay all real property taxes, including possessory interest taxes, and general and special assessments, if any, which may levied against the Office Space as a result of Licensee's use of the area. 8. lnte?retatlcm. Each party had the full opportunity to participate in the drafting of this Agreement and, therefore, the Agreement shall not be interpreted against any party on the ground that the party drafted the Agreement or caused it to be prepared. R:\ZIGLERG\XAGREEMN\SAFE LICENSE AGREE~NT.DOC 8/6/2002 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. S.A.F.E., a California Non-Profit Corporation By: Name: Title: CITY OF TEMECULA Ron Roberts Mayor ATTEST: APPROVED AS TO FORM: City Attorney R:\ZIGLERG\XAGREEMN\SAFE LICENSE AGREE~NT.DOC 8/6/2002 EXHIB1T A DESCRIPTION OF AREA SUBJECT TO LICENSE The "Office Space" which is the subject of this License and referenced in Paragraph 2 of this Agreement consists of the special events office and the conference room on the south end of the Community Center, which are depicted on the floor plan of the Community Center, attached hereto as Exhibit A-1. R:\ZIGLERG\XAGREEMN\SAFE LICENSE AGREEMeNT.DOC 8/6/2002 ITEM 8 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE ,,~ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Council/City Manager Gary Thornhill, Deputy City Manager February 11, 2003 Amendment to the Contract to Update the City General Plan Prepared by: David Hogan, Principal Planner RECOMMENDATION: That the City Council: ¢) Approve Contract Amendment No. 2 in the amount of $15,000 and authorize the City Manager to sign the amendment to the contract with Cotton Bridges Associates. (2) Approve an appropriation in the amount of $15,000 from the General Fund undesignated reserve. BACKGROUND: The City Council initially approved the contract for the General Plan Update in 2001. This is first major update of the Plan since it was adopted at the end of 1993. The original contract was approved in the amount of $340,285 plus a $25,000 contingency for a total contract amount of $365,285. The original scope of work for the project anticipated that the County would have completed its general plan traffic modeling so that the City could use the information as the foundation for its traffic modeling efforts. However, this is not the case and this work will not be completed in a timely fashion for this update. In addition, it appears that the level of detail in the County's traffic modeling may not be sufficient for the City to evaluate the impacts associate with the projected levels of development that are expected in southwestern Riverside County. As a result, there is a need to expand the contract so that the City can perform a detailed traffic analysis and extend the contract performance period to allow for the expected completion of the process. The cost of this additional work is $15,000. After the approval of this amendment, staff will work with the consultant to develop a revised schedule to get the project the public hearing phase. FISCALIMPACT: An appropriation in the amount of $15,000 is necessary to fund this amendment. Attachments: 1. Proposed Contract Amendment ATTACHMENT NO. 1 PROPOSED CONTRACT AMENDMENT THIRD AMENDMENT TO CONTRACT NO. 01-43 The Agreement dated March 6, 2001 between the City of Temecula and Cotton/Bridges/Associates (herein referred to as "Agreement") is hereby amended as follows: Section 1. The Term of this Agreement is extended to January 31, 2004. Section 2. Modify the contract scope of work as described in the attached Exhibit and increase the cost of the work contained in the contract to $380,285. Section 3. All other Terms and conditions of the Agreement shall remain in full force and effect, without diminishment, alteration or modification, except as set forth in Sections 1 and 2 herein. The parties hereto have executed this Agreement on the Date and Year shown below: CONSULTANT CITY OF TEMECULA By: By: John Bridges, AICP Shawn Nelson, City Manager APPROVED AS TO FORM: Peter M. Thorson City Attorney ATTEST: Susan W. Jones, CMC City Clerk R:\GENPLAN'xComp Plan Update\Contmct\CBA Contract Amendment CC.doc 2020 NORTH TUSTIN AVENUE - SANTA ANA. CALIFORNIA 92705-7827 TELEPHONE [714) 6E7-0498 FAX (714) 667-7952 E-mall: mall~,aus§nfouat.~m November 25, 2002 · Cotton/Bridges Associates 8954 Rio San Diego Drive, Suite 610 San Diego. CA 92108 ATTENTION: Mr. ;oh~ Bridges SUBJECT: CITY OF TEMECULA - TRAFFIC MODEL ENHANCEMENT 'Ibc attached scope of work summarizes thc model update and reiha~ent work effort discussed la.st week. We will need help from you in Task 2 which oreatas a reasonably credible ]and use database adjacent to thc City. At this time, 1 have ~ot budgeted for carrying out sensitivity analyses with respect to County ]and usc. Just getting the basics a~. outlined here is a substantial work effort, and if the City wants to try different scenarios, we can estimate the cost at that time. I hope this will provide what we need, and please call if you have any questions. Terenee./W,/Austin ./ Cc 3e~-/~Henderson CBA 02'rcrn~:ulatM dl P..~ h~n cc L~,doc CITY OF TEMECULA TRAFFIC MODEL ENEIANCEMENT This proposal outlines a scope of se,'v/ces to update and refine the City of Ternecula Traffic Model (TTM). Thc purpose is to provide a modeling tool that can depict cxisting and future land use/circulatien in the area surrounding the City. BACKGROUND AND APPROACH The 'rrm was developed several years ago to provide a forecaSting tool for analyzing land uses i~ the City of Tcmecula. The area surroundh~g thc City is included in the traffic model and while oo documentation exists as to data sources for that area, it was assumed to have been derived from Countywidc modeling work. In addition, it w~s assumed that any changcs in that area would be available from thc regional studies currently being carded out by the County of Riverside in this area. An assessment &the traffic model data for the area outside the City has raised serious questions az to the validity of that information. Furthermore, data from the County study is not forthcoming in a manner that pan be used by the City for evaluating its circulation system. Henec, it is necessary to update and refine the model in a manner that can include land use and circulation information outSide the City. The basic intreat &the update is to ensure that we have a traffic modeling capability that can address land uses within and outside the City. The impact of outside land uses on roadway capacity needs inside the City can then be fully understood. To accomplish this work, it is proposed that two areas outside the City be defined. Strategic Area of Influence (SAD Remainder of Western Riverside County The first area will encompass south Murrietta and other adjacent areas that effect traffic on city streets. This area will be the primary focus of the land usc/demographic dam update. Information currently available from entities such as $CAG and the County of Riverside w/II first be obtained. At2er summarizing and evaluating this, verification and reftnementa will be made to provide a Baseline 02Tern~ u latM dlY~l~npm.d o: (existing) set of data, and a future set of projections. The latter will be prepared for 2025 and for huildeut. The remainder area will rely on data from existing sources with interpolation carried out as neoessary to provide the existing Baseline information. WORK TASKS To undertake this refinement and update, the following work rusks will be undertaken: Regional/Count3,w~de Data. This will involve obtaining the traffic model databases from sources such as SCAG (the RIVSAlq model) and the traffic model used for the Riverside County Integrated Project (RCIP). The traffic model networks from these studies will also be obtained to check assumptions, coding, etc. A preliminary depiction of existing conditions will be derived fi.om this information, using int_--rpolation where existing data is not available but where historical and fulure data is provided.' 2. Area Definition and Land Use Data Refinement. In this task, the $IA will be defined, and land use data in this area prepared (existing and future). Baseline and Future Base Case TTM. Using data obtained in Tasks I and 2, a Baseline (2002) version of the model will be prepared to replicate existing conditions and provide model validation. A year 2025 Base Case version will then be prepared which will include the County land use and infrasm~eturc assumptions for the surrounding County area as defined for the RC~. The intent wi. Il be to recreate the u'affic forecasts ~odueed by the RCIP, but in this ease with more detailed information on land use and circulation relationships. Traffic Model Refinements. Other refinements to thc TIM arc needed to ensure adequacy for using the traffic model in the General Plan study. Examples are: 1. Trip Generation Ratcs- Thcse need to be updated to ensure well-documented ratcs for use in cdt/wide traffic analyscs. 2 02Tern~ulatMdlEnhanee.floc 2. Special Gonerators - Special generators such as the Pechanga resort and casino south of the City need to be incorporated specilScally into the model to ensure that their impacts are included in any traffic forccasts. 3. San Diego Cotmty Line VolumeS. Control points at thc Riverside/San Diego County line need to be updated to be consistent with regional projections. Such refinements will be added to the Baseline and Futur~ Base Case verdict, s of the TTM to provide the necessary model enhancemenks. 5. Testing and Documentation. The 2002 Baseline and 202'i Base Case models will be tested against existing eount data. Detailed documentation will be prepared which will summarize all the mode! assumptions and data inputS. One workshop will be held with City Staff to discuss the results. COST ESTIVIATE Estimated costs for this work ar~ summarized in Table 1. TIME SCHEDULE Efforts will be made to accomplish the work outlined here in a 10-12 wcek time period. Assistance may be needed fi'om City Stidf with respect to oontac~cing agencies such a~ Riverside County and SCA.(L 02Ternc~ul~M dIRi~h~ec,doc Table COST ESTIMATE COST SCHEDULE RATE HOURS COST Principal $14~ · 40 $ S~800 Transportatio~t planncr $90 140 12~600 Tmnspamtlon AnalFst $90 100 9,000 T¢chn[c~l/Cl~'i~al Dircot Costs I00 TOTAL · COST BREAKDOWN BY TASK 1, Regional/CountTwid~ Dam. $ TASK 2. Ar~ Definition and Land Use Data R~¢'~.~,~,~ 4,000 TASK. 3. Baseline and Future Sase Case TT~ 13,000 TASK 4. Tl:affic Model Reffn,'~,-~t~ 3~000 TASK 5. Te~tin~ and Documentation 5,500 · , 02TcmcculatM~ll~hancc.d oc ITEM 9 TO: FROM: DATE: SUBJECT: APPROVAL ]~,.,. ~ CITY'ATTORNEY ~ II DIRECTOR OF FINANCE_./~;~.__ II CITY MANAGER ._~.~ ] CITY OF TEMECULA AGENDA REPORT City Manager/City Council ~',VVilliam G. Hughes, Director of Public Works/City Engineer February 11, 2003 Parcel Map 30177, Located South West Of State Route 79 South and Mahlon Vail Road PREPARED BY: ~/ Ronald J. Parks, Deputy Director of Public Works Gerald L, Alegria, Senior Engineer- Land Development RECOMMENDATION: That the City Council approve 1) Parcel Map No. 30177 in conformance with the Conditions of Approval. BACKGROUND: Parcel Map No. 30177 is an eight (8) parcel subdivision located south west of State Route 79 South and Mahlon Vail Road. The map contains 8 commercial parcels. State Route 79 South is improved and Mahlon Vail Road and Wolf Store Road are private roads. The survey monuments are required to be set. On June 26, 2001, the Riverside County Board of Supervisors approved Tentative Parcel Map 30177, with the appropriate Conditions of Approval. Tentative Parcel Map 30177 was annexed into the City under Vail Ranch Annexation on July 1, 2001. This final map is in conformance with the approved tentative map. The approval of a final subdivision map, which substantially complies with the previously approved tentative map is a mandatory ministerial act under State law. It should be noted the Development Impact Fees (DIF) will be due and payable at the time of issuance of the Building Permits. FISCAL IMPACT: None ATTACHMENTS: 2. 3. 4. Development Fee Checklist Fees & Securities Report Project Vicinity Map Parcel Map 30177 I r:\agdrpt~2003\0211~m30177.map CITY OF TEMECULA DEVELOPMENT FEE CHECKLIST CASE NO. PM 30177 Staff reviewed the following fees relative to their applicability to this project. FEE Flood Control (ADP) Development Impact Fee CONDITIONS OF APPROVAL Not Required Not Paid 2 r:~agdrpt~.003\0211\pm30177,map CITY OF TEMECULA ENGINEERING DEPARTMENT FEES AND SECURITIES REPORT PARCEL MAP 30177 DATE: February 11, 2003 IMPROVEMENTS FAITHFUL PERFORMANCE MATERIAL & LABOR SECURITY SECURITY Street and Drainage $ 0 $ 0 Water $ 0 $ 0 Sewer $ 0 $ 0 TOTAL $ 0 $ 0 Monument $ 5,491.20 DEVELOPMENT FEES City Traffic Signing and Striping Costs RCFCD (ADP) Fee Development Impact Fee SERVICE FEES Planning Fee Comprehensive Transportation Plan Plan Check Fee Monument Inspection Fee Fees Paid to Date Balance of Fees Due $ 0.00 SNot Required $ Not Paid $ 62.00 $ 4.00 $ 1,910.00 $. 275.00 $ 2,251.00 $ o.oo 3 r:~agdrpt~2003\0211~pm30177.map ROAD F_'-_ £_--.F ITEM 10 TO: FROM: DATE: SUBJECT: ClTY OFTEMECULA AGENDA REPORT City ManagedCity Council APPROVAL .,~.¢/'.//~ CITY ATTORNEY ~'~-- I DIRECTOR OF FINANCE _~Y~I CITYMANAGER ~ [ ¢/~William G. Hughes, Director of Public Works/City Engineer February 11, 2003 Pamel Map 30107, Located East of Ynez Road, South of Overland Drive, West of Margarita Road and North of Solana Way PREPARED BY: Ronald J. Parks, Deputy Director of Public Works Gerald L. Alegria, Senior Engineer- Land Development RECOMMENDATION: That the City Council approve 1) Parcel Map No. 30107 in conformance with the Conditions of Approval. BACKGROUND: Parcel Map No. 30107 is a five (5) parcel commercial subdivision located east of Ynez Road, south of Overland Drive, west of Margarita Road and north of Solana Way. Ynez Road, Overland Drive, Margarita Road and Solana Way are improved however, as part of the development of Parcel Map 30107, the following improvements are required: Installation of the sidewalk, street lights and landscape median on Overland Drive along the properly frontage. Installation of sidewalk, street lights, deceleration lane and landscape median on Margarita Road along the property frontage Modification of the existing traffic signal on Overland Drive between Ynez Road and Margarita Road Installation of sidewalk, street lights and landscape median on Solana Way along the property frontage On November 8, 2001, the City of Temecula Planning Commission approved Tentative Parcel Map 30107, with the appropriate conditions of Approval. This final map is in conformance with the approved tentative map. The approval of a final subdivision map, which substantially complies with the previously approved tentative map is a mandatory ministerial act under State law. it should be noted the Development Impact Fees (DIF) will be due and payable at the time of issuance of the Building Permits FISCAL IMPACT: None ATTACHMENTS: 2. 3. 4. Development Fee Checklist Fees & Securities Report Project Vicinity Map Parcel Map 30107 1 r:~agdrpt~2003\0211~m30107.map CITY OF TEMECULA ENGINEERING DEPARTMENT FEES AND SECURITIES REPORT PARCEL MAP 30107 DATE: February 11, 2003 IMPROVEMENTS FAITHFUL PERFORMANCE MATERIAL & LABOR SECURITY SECURITY Street and Drainage $ 510,808.80 $ 255,404.40 Water $ 32,040.00 $ 16,020.00 Sewer $ 35,280.00 $ 17,640.00 0 TOTAL $ 578,128.80 $ 289,064.40 0 Monument $ 5,000.00 DEVELOPMENT FEES City Traffic Signing and Striping Costs RCFCD (ADP) Fee Development Impact Fee SERVICE FEES Planning Fee Comprehensive Transportation Plan Plan Check Fee Monument Inspection Fee Fees Paid to Date Balance of Fees Due $ 0.00 $ Paid $ TBP $ 59.00 $ 4.00 $ 1450.00 $ 250.00 $ 1,763.00 $ o.oo 3 r:~agdrpt~003\021 l~m30107.map CITY OF TEMECULA DEVELOPMENT FEE CHECKLIST CASE NO. PM 30107 Staff reviewed the following fees relative to their applicability to this project. FEE Flood Control (ADP) Development Impact Fee CONDITIONS OF APPROVAL Not Required Not Paid 2 r:~agdrpt~2003~0211 ~om30107.map VICINI 7-Y I~IA ? !il ITEM 11 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE C,TY MANAGER __~l~.)__ CITY OF TEMECULA AGENDA REPORT City ManagedCity Council ,-~William G. Hughes, Director of Public Works/City Engineer February 11,2003 Acceptance of an Irrevocable Offer of Dedication of Grant of Storm Drain Easement within Lots 133 and 134 of Tract Map No. 23143-9 in the Crowne Hill Subdivision PREPARED BY: ~ Ronald J. Parks, Deputy Director of Public Works (~lement M. Jimenez, Associate Engineer RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 2003- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING AN IRREVOCABLE OFFER OF DEDICATION OF GRANT OF STORM DRAIN EASEMENT WITHIN LOTS 133 AND 134 OF TRACT MAP NO. 23143-9 BACKGROUND: On August 14, 2001, Tract Map No. 23143-9 was approved by the City Council. Since then, the site has been graded and storm drain facilities have been constructed. In particular, a 42-inch storm drain was constructed to convey flow from a proposed water quality mitigation basin that is located in the northern part of the tract along Royal Crest Place. The basin serves as a first flush system. This storm drain traverses through Lot 133, a park area, and Lot 134, an open space reserved for monuments, and connects to an existing 42-inch storm drain. A storm drain easement is required for the portion of storm drain outside of the public right of way. FISCAL IMPACT: None ATTACHMENTS: 1. Resolution No. 2003- 2. Irrevocable Offer of Dedication of Grant of Storm Drain Easement with Exhibit "A" and "B" made parts thereof. R:~agdrpt\03~0211\tm 23143-9 storm drain easement dsdication 1 RESOLUTION NO. 2003- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING AN IRREVOCABLE OFFER OF DEDICATION OF GRANT OF STORM DRAIN EASEMENT WITHIN LOTS 133 AND 134 OF TRACT MAP NO. 23143-9 THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, The City Council of the City of Temecula does hereby find, determine and declare that: Tract Map No. 23143-9 was graded to include a water quality mitigation basin from which a storm drain conveys flows to an existing storm drain system; The owners of Tract Map No. 23143-9, KB Home Coastal, Inc., are herby submitting an irrevocable offer of dedication of grant of storm drain easement; C. Acceptance of the easement serves both the public and private interests of the community. WHEREAS, The City Council of the City of Temecula hereby desires to accept the irrevocable offer of dedication of grant of storm drain easement by KB Home Coastal, Inc. as described in Exhibit "A" and shown in Exhibit "B" attached hereto. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Temecula hereby accepts the irrevocable offer of dedication of grant of storm drain easement by KB Home Coastal, Inc. PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula at a regular meeting held on the 11th day of February 2003. Jeffrey E. Stone, Mayor ATTEST: Susan W. Jones, CMC, City Clerk R:\agdrpt\03\0211\tm 23143-9 storm drain easement dedication 2 (SEAL) STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF TEMECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 2003- was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 11th day of February, 2003 by the following vote: AYES: 0 COUNCILMEMBERS: NOES: 0 COUNCILMEMBERS: ABSENT: 0 COUNCILMEMBERS: Susan W. Jones, CMC, City Clerk R:\agdrpt\03\0211\tm 23143-9 storm drain easement dedication 3 RECORDING REQUESTED BY: C~ty of Temecula, California AFTER RECORDING MAIL TO: City Cler~ C~y of Temecula P.O. BOX 9033 Temecula, CA 92589-9033 STORM DRAIN EASEMENT THIS DOCUMENT IS RECORDED AS A BENEFIT TO THE CITY OF TEMECULA AND IS EXEMPT FROM RECORDING FEE PURSUANT TO SECTION 6103 OF CALIFORNIA GOVERNMENT CODE. ASSESSOR'S PARCEL NO. q~?_~Rn_n.~9. -n4(~ PROJECT NO. ~,[ 23143-9 KB Home Coastal, Inc. , hereinafterdesignatedGRANTORS, representthattheyare the owners of the hereinafter described real property, and for a valuable consideration, receipt of which is hereby acknowledged, do hereby grant, bargain, convey and release unto the City of Temecula, a municipal corporation, in the County of Riverside, State of California, hereinafter designated GRANTEE, its successors and assigns, a perpetual STORM DRAIN EASEMENT and right-of-way upon, through, under, over and across the hereinafter described real property for the installation, construction, maintenance, repair, replacement, reconstruction, and inspection of an enclosed and/or open storm drain system including any and all structures and appurtances incidental thereto designed to convey stormwater runoff through the property ef the GRANTORS, together with the right to have and hold said easement and right-of-way unto itself and unto its successors and assigns forever and to convey said easement, or any portion thereof, to other public agencies. The real property referred to hereinabove and made subject to said easement by this grant is situated in the City of Temecula, State of California, and is more particularly described as follows: LEGAL DESCRIPTION (See Exhibits - "A" & "B" attached and incorporated herein by this reference as set forth in full) The GRANTORS shall not construct buildings or structures, install trees or bushes, or otherwise obstruct in any fashion whatsoever the use of said easement and right-of-way by the GRANTEE, its successors or assigns without the express written consent of the GRANTEE as demonstrated by issuance of an Encroachment Permit issued by the GRANTEE. The GRANTEE shall have the right but not the obligation to remove any buildings, structures, trees bushes or other obstruction that interfere with the right of the GRANTEE to use said easement and right-of-way. The GRANTEE, its successors and assigns, shall be responsible for maintaining and keeping in good repair the above described works and shall have a right-of-entry upon the property of the GRANTORS for the purposes of inspecting, operating, maintaining, and keeping in good repair the above described works of improvement. There is reserved to the GRANTORS, their successors and assigns, the right and privilege to use the above described land of the GRANTORS at any time, in any manner and for any purpose not inconsistent with the full use and enjoyment by the GRANTEE, its successors and assigns, of the rights and privileges herein granted. The GRANTORS for themselves, their successors and assigns, hereby waives any claim for any and all damages to GRANTOR'S remaining property contiguous to the easement hereby conveyed by reason of the location, design, construction or maintenance of said drainage facilities or said easement. WITNESS WHEREOF, the GRANTORS have executed this instrument this ,20 . day of GRANTORS: By: ~\/A ~-L..~ By: / ~ig~ h'ere) (print name here) / (titl~ of signatory) ('g here) (print name here) (title of signatory) (All OWNERS must sign.) (Proper notarial acknowledgment of execution by OWNER must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) (Attach appropriate Subordination Agreements as applicable) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ~',~ / On ///'//..,~/,~o .t~..,~ . before me. personally appeared SS, /.. [~--p'e~sonally known to me [] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed - ~IN~2L.~A;E-- -- ~ the same in his/her/their authorized Commission # ]280815 'z capacity(les), and that by his/her/their Notory Public: - Colifomio [ signature(s) on the instrument the person(s), or Son Diego County ~' the entity upon behalf of which the person(s) -..~!~' MyCom~.E:~pire$Octlg, 2004,~ acted, executed the instrument. WITNESS my hand and official seal. OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Documen...t.-/ Title or Type of Document: ..~ .~z:~/",~'/ /f~.~/~ ~_--/-2~ Document Date: Number of Pages: '-~ Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: [] Individual [] Corporate Officer ~- Title(s): [3 Partner--[] Limited [] General [] Attorney in Fact [] Trustee [] Guardian or Conservator [] Other: Signer Is Representing: Top of thumb here CITY OF TEMECULA CERTIFICATE OF ACCEPTANCE FOR DEDICATION OF REAL PROPERTY This is to certify the easement dedication dated for a STORM DRAIN EASEMENT granted by , the City of Temecula, a municipal corporation, has been accepted by the Temecula City Council pursuant to Government Code Section 27281. Said easement was accepted on . The GRANTEE consents to the recordation thereof by its duly authorized officer. CITY CLERK'S OFFICE: Date: Attest: Susan W. Jones, CMC, City Clerk RBF CONSULTING 27555 Ynez Road, Suite 400 Temecula, CA 92591 September 18, 2002 JN 15100418-M8 Page 1 of 1 EXHIBIT "A" TRACT NO. 23143-9 STORM DRAIN EASEMENT That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being those portions of Lots 133 and 134 of Tract No. 23143-9 filed in Book 313, Pages 92 through 104 of Maps in the Office of the County Recorder of said Riverside County, lying within a strip of land 25.00 feet wide, the centerline of which is described as follows: Commencing at the northerly terminus of that certain course shown as "N04°26'08"W 47.12'" for the westerly line of said Lot 133; thence along said westerly line South 04°25'08" East 4.72 feet to the POINT OF BEGINNING; thence North 85°34'04" East 100.64 feet to the POINT OF TERMINATION of said centerline. Said stdp of land shall be lengthened or shortened so as to terminate westerly in said westedy line. CONTAINING: 2485 square feet. SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of Record. EXHIBIT "B" attached hereto and by this reference made a part hereof. This description was prepared b me or under y irection. H:\PDATA\15100418~ADMIN~legais~4181g1008.doc 100 100 200 300 GRAPHIC SCALE DATA TABLE BRNG/DELTA RADIUS LENGTH 1 NO4'26'O8"W -- 47.12' 2 N40'43'26"E -- 32.44' 3 N85'34'O4"E -- 100.64' TRACT NO. 23143-9 M.B. 313/92-104 PArk SITE 134 EXHIBIT 'B' TRACT NO. 23143-9 STORM DRAIN EASEMENT DDNSULTINB SHEET I OF i SHEET 27555 YNEZ ROAD, SUITE 400 TEMECULA, CALIFORNIA 92591-4679 909.676.8042 · FAX 909.676.7240 · www. RBF.com SCALE JOB NO. SEPTEMBER 18, 2002 1"=100' 15100418-M8 ITEM 12 APPROVAL ,,/~/~.--- CITY ATTORNEY ~ DIRECTOR OFFINANCE_..,~:~ ClTY MANAGER ~ TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council WilliamG. Hughes, Director of Public Works/City Engineer February 11, 2003 Crowne Hill Storm Drain Infrastructure, Tract No. 23143, Cooperative Agreement PREPARED BY: I~'~ Ronald J. Parks, Deputy Director of Public Works Gerald L. Alegria, Senior Engineer RECOMMENDATION: That the City Council: Approve the Crowne Hill Tract No. 23143 - Royal Crest Place Storm Drain Infrastructure Cooperative Agreement with the Riverside County Flood Control and Water Conservation District, the City of Temecula, and Temecula Valley LLC, a Delaware corporation. Authorize the execution of such agreement in its final form by the Mayor, City Attorney, and City Cterk. BACKGROUND: Tract Map No. 23143 is bounded by Pauba Road to the north, Buttedield Stage Road to the west and Tract 26941 to the east. As a condition of approval, the developer must construct certain flood control storm drain facilities in order to provide flood protection for this planned development. The required facilities to be constructed include approximately 650 lineal feet of underground concrete pipe as shown on Exhibit "A". Pursuant to the Cooperative Agreement, the developer will construct said facilities, and the County Flood Control District will assume ownership and maintenance responsibility of mainline storm drain improvements. Furthermore, in accordance with the cooperative agreement, County Flood Control District will review and approve all construction plans associated with the storm drain improvements, inspect the construction of the project (County and City Inspectors will have indirect contact with the contractor via District Inspectors), and accepts ownership and responsibility for the operation and maintenance of the Royal Crest Place Storm Drain Infrastructure, after construction. Participation by the City includes the review and approval of plans and specifications prepared by the Developer, granting permission to the County Flood Control District to inspect, operate and maintain the Royal Crest Storm Drain Infrastructure within City rights of way, and acceptance of the operation and maintenance of all inlets and connector pipes located within City rights of way. 1 R:',AGEN DA REPORTS~2003/02 ~ 103\TR23143 Coop Agree doc The Citywill accept and hold Faithful Performance and Labor and Material Bonds for the storm drain improvements. Following City Council adoption of the Cooperative Agreement, it will De sent to the County Flood Control District and Countyof Riverside Board of Supervisors for their approval. FISCAL IMPACT: None Attachments: 1. Location Map (Exhibit "A") 2. Cooperative Agreement (6 copies) 2 R:~,GENDA REPORTS~2003\021103\TR23143 Coop Agree doc Exhibit "A" Cooperative Agreement Tract No. 23143 1/1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 AGREEMENT (Tract Nos. 23143-1 and 23143-9 in the city of Temecula) (Assessment District 159-Butterfield Stage Road Calle Las Mariposas Storm Drain) (aka Royal Crest Place Storm Drain) (Project No. 7-0-0409) The RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, hereinafter called "DISTRICT", the CITY OF TEMECULA, hereinafter called "CITY", and Temecula Valley, LLC, a Delaware limited liability company by Greystone Homes Inc., a Delaware corporation, its manager, hereinafter called "DEVELOPER", hereby agree as follows: RECITALS A. CITY has approved Tract Nos. 23143-1 and 23143-9 located in the city of Temecula and, as a condition of approval, DEVELOPER must construct certain storm drain facilities associated with said Tracts; and B. The required facilities include approximately 650 lineal feet of underground concrete pipe, hereinafter called "STORM DRAIN", as shown in concept in red on Exhibit "A" attached hereto and made a part hereof. Said STORM DRAIN is to be constructed within the existing road right of way of Royal Crest Place and Butterfield Stage Road; and C. STORM DRAIN connects to an underground storm drain system consisting of approximately 375 lineal feet of concrete pipe and a riprap outlet structure, hereinafter called "OUTLET PIPE", as shown in blue on Exhibit "A". Said OUTLET PIPE was constructed by Assessment District 159 (AD 159) but has not accepted by DISTRICT for operation and maintenance. Further, DISTRICT did not inspect construction of OUTLET PIPE to ensure its construction was in conformance with DISTRICT standards; and D. DEVELOPER and CITY desire DISTRICT to accept OUTLET PIPE for ownership, operation and maintenance. DISTRICT is willing to accept OUTLET PIPE provided that it can be shown that OUTLET PIPE was constructed in conformance with DISTRICT standards and it is further established that OUTLET PIPE is in satisfactory condition as determined by DISTRICT'S inspection thereof. DEVELOPER is willing to utilize its best efforts to locate and furnish to DISTRICT 78496.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 appropriate documentation necessary to demonstrate that OUTLET PIPE was constructed in accordance with DISTRICT standards and bear all costs reasonably related thereto; and E. DISTRICT previously approved plans for STORM DRAIN and OUTLET, hereinafter altogether called "PROJECT", however, the approved plans identify the County of Riverside Transportation Department as being responsible for maintaining OUTLET and the County's "as-built" construction drawings for OUTLET show that the vertical alignment differs from the DISTRICT'S approved plans. F. DEVELOPER and CITY desire DISTRICT to accept ownership and responsibility for the operation and maintenance of PROJECT; therefore, DEVELOPER must provide revised plans and DISTRICT must review and approve the plan revisions and subsequently inspect the construction of PROJECT; and G. DEVELOPER and DISTRICT desire CITY to accept ownership and responsibiliiy for the operation and maintenance of PROJECTS associated catch basins, connector pipes and laterals located within CITY held easements or rights of way, hereinafter called "APPURTENANCES". Therefore, CITY must review and approve the revised plans and subsequently inspect the construction of APPURTENANCES; and H. DISTRICT is willing to (i) review and approve the revised plans furnished by DEVELOPER for PROJECT and APPURTENANCES, (ii) inspect the construction of PROJECT and (iii) accept ownership and sole responsibility for the operation and maintenance of PROJECT provided DEVELOPER (i) complies with this Agreement, (ii) pays DISTRICT the mounts specified herein to cover DISTRICT'S plan review, agreement preparation and construction inspection costs for PROJECT, (iii) pays DISTRICT the amount specified herein to cover DISTRICTS estimated cost to operate and maintain PROJECT for a period of ten (10) years commencing upon DISTRICTS acceptance of PROJECT as complete for ownership, operation and maintenance, (iv) constructs PROJECT and APPURTENANCES in accordance with plans and specifications approved by DISTRICT and CITY, (v) furnishes DISTRICT with appropriate documentation demonstrating that OUTLET PIPE was conslracted in accordance with DISTRICT standards, (vi) accepts ownemhip and sole responsibility for the operation -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 and maintenance of PROJECT and APPURTENANCES following completion of PROJECT construction until such time as DISTRICT accepts ownership and responsibility for the operation and maintenance of PROJECT and CITY accepts ownership and responsibility for the operation and maintenance of APPURTENANCES, and (vii) obtains all necessary regulatory permits; and 1. CITY is willing to (i) review and approve plans and specifications prepared by DEVELOPER for PROJECT and APPURTENANCES, (ii) accept and hold faithful performance and payment bonds submitted by DEVELOPER for PROJECT, (iii) grant DISTRICT the right to inspect, operate and maintain PROJECT within CITY rights of way, and (iv) accept ownership and sole responsibility for the operation and maintenance of APPURTENANCES provided PROJECT and APPURTENANCES are constructed in accordance with plans and specifications approved by DISTRICT and CITY. NOW, THEREFORE, the parties hereto mutually agree as follows: SECTION I DEVELOPER shall: 1. Prepare plans and specifications for PROJECT and APPURTENANCES, hereinafter called "IMPROVEMENT PLANS", in accordance with DISTRICT and CITY standards and submit the plans and specifications to DISTRICT and CITY for their review and approval. 2. Pay DISTRICT, within thirty (30) days after receipt of periodic billings from DISTRICT, any and all such amounts as are deemed reasonably necessary by DISTRICT to cover DISTRICT'S costs associated with the review of IMPROVEMENT PLANS, the review and approval of all right of way and conveyance documents and with the processing and administration of this Agreement. 3. Deposit with DISTRICT (ARm Finance Department - Accounts Receivable), at the time of providing written notice to DISTRICT of the start of PROJECT construction as set forth in Section 1.11. herein, the estimated cost of providing construction inspection for PROJECT, in an amount as determined and approved by DISTRICT in accordance with Ordinance Nos. 671 and 749 of the County of Riverside, including any amendments thereto, based upon the bonded value of PROJECT facilities to be inspected, operated and maintained by DISTRICT. -3- 1 2 3 4 5 6 7 8 9 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 4. Pay DISTRICT (Attn: Finance Department - Accounts Receivable), at the time of providing written notice to DISTRICT of the start of PROJECT construction as set forth in Section I. 11. herein, the one time cash sum of $4,374.00 (four thousand three hundred seventy-four dollars), the amount agreed upon to cover DISTRICT'S estimated cost to operate and maintain PROJECT for a period of ten (10) years (Zone 7 Maintenance Trust Fund) commencing upon DISTRICT'S acceptance of PROJECT as complete for ownership, operation and maintenance. 5. Secure, at its sole cost and expense, all necessary licenses, agreements, permits and rights of entry as may be needed for the construction, inspection, operation and maintenance of PROJECT. DEVELOPER shall furnish DISTRICT, at the time of providing written notice to DISTRICT of the start of construction as set forth in Section I. 11. herein, with sufficient evidence of DEVELOPER having secured such necessary licenses, agreements, permits and rights of entry, as determined and approved by DISTRICT. 6. Furnish DISTRICT and CITY with copies of all permits, approvals or agreements required by any Federal or State resource and/or regulatory agency for the construction, operation and maintenance of PROJECT. Such documents include but are not limited to those issued by the U.S. Army Corps of Engineers, California Regional Water Quality Control Board, California State Department of Fish and Game and State Water Resources Control Board. 7. Provide CITY, at the time of providing written notice to DISTRICT of the start of construction as set forth in Section 1.11. herein, with faithful performance and payment bonds, each in the O amount of 100 ¼ of the estimated cost for construction of PROJECT as determined by DIsTRIcT. The surety, amount and form of the bonds shall be subject to the approval of DISTRICT and CITY. The bonds shall remain in full rome and effect until PROJECT is accepted by DISTRICT as complete; at which time the bond amount may be reduced to 10% for a period of one year to guarantee against any defective work, labor or materials. 8. Grant DISTRICT, by execution of this Agreement, the right to enter upon DEVELOPER'S property where necessary and convenient for the purpose of gaining access to, and performing inspection service for, the construction of PROJECT, as set forth herein. -4- 78496.1 1 2 3 4 5 6 7 8 9 I0 11 12 13~ 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 9. Obtain and provide DISTRICT, at the time of providing written notice to DlSTRICT of the start of construction of PROJECT as set forth in Section 1.11. herein, ~vith duly executed Irrevocable Offer(s) of Dedication to the public for flood control and drainage purposes, including ingress and egress, for the rights of way deemed necessary by DISTKICT for the construction, inspection, operation and maintenance of PROJECT, cross-hatched in red on Exhibit "B" attached hereto and made a part hereof. The Irrevocable Offer(s) of Dedication shall be in a form approved by DISTRICT and shall be executed by all legal and equitable owners of the property described in the offer(s). 10. Furnish DISTRICT, when submitting the Irrevocable Offer(s) of Dedication as set forth in Section 1.9. herein, with Preliminary Reports on Title, dated not more than thirty (30) days prior to date of submission for all the property described in the Irrevocable Offer(s) of Dedication. 11. Notify DISTRICT in writing (Attention - Mark H. Wills), at least twenty (20) days prior to the start of construction of PROJECT. Construction shall not begin on PROJECT, for any reason whatsoever, until after DISTRICT has issued to DEVELOPER a written Notice to Proceed authorizing DEVELOPER to initiate construction. 12. Furnish DISTRICT, at the time of providing written notice to DISTRICT of the start of construction as set forth in Section 1.11. herein, with a complete list of all contractors and subcontractors to be performing work on PROJECT, including the corresponding license number and license classification of each. At such time, DEVELOPER shall further identi~ in writing its designated superintendent for PROJECT construction. 13. Furnish DISTRICT, at the time of providing written notice to DISTRICT at the start of construction as set forth in Section 1.11. herein, a construction schedule which shall show the order and dates in which DEVELOPER or DEVELOPER'S contractor proposes to carry on the various parts of work, including estimated start and completion dates. As the construction progresses, upon request, DEVELOPER shall update said construction schedule. -5- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496. I 14. Comply with all Cal/OSHA safety regulations, including regulations concerning confined space, and maintain a safe working environment for DEVELOPER and DISTRICT employees on the site. 15. Furnish DISTRICT, at the time of providing written notice to DISTRICT of the start of construction as set forth in Section I. 11. herein, a confined space procedure specific to PROJECT. The procedure shall comply with requirements contained in California Code of Regulations, Title 8, Section 5158, Other Confined Space Operations, Section 5157, Permit Required Confined Space and DISTRICT confined Space Procedures, SOM-18. The procedure shall be reviewed and approved by DISTRICT prior to the issuance of a Notice to Proceed. 16. Provide DISTRICT with the final mylar IMPROVEMENT PLANS and assign their ownership to DISTRICT prior to the start of PROJECT construction. 17. Not permit any change to or modification of the plans and specifications for PROJECT without the prior written permission and consent of DISTRICT. 18. During the construction period of PROJECT, provide Workers' Compensation Insurance in an amount required by law. A certificate of said insurance policy shall be provided to DISTRICT and CITY at the time of providing written notice to DISTRICT of the start of construction as set forth in Section I. 11. 19. Commencing on the date notice is given pursuant to Section I. 11. and continuing until DISTRICT accepts PROJECT as complete for ownership, operation and maintenance: (a) Provide and maintain or cause its contractor(s) to provide and maintain comprehensive liability insurance coverage which shall protect DEVELOPER from claim from damages for personal injury, including accidental and wrongful death, as well as from claims for prope~3~ damage which may arise from DEVELOPER'S construction of PROJECT or the performance of its obligations hereunder, whether such construction or performance be by DEVELOPER, by any of its contractors, subcontractors, or by anyone employed directly or indirectly by any of -6- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 them. Such insurance shall name DISTRICT, CITY and the County of Riverside as additional insureds with respect to this Agreement and the obligations of DEVELOPER hereunder. Such insurance shall provide for limits of not less than two million dollars ($2,000,000) per occurrence. (b) Cause its insurance carrier(s) or its contractor's insurance carrier(s), who shall be authorized by the California Department of Insurance to transact the business of insurance in the State of California, to furnish DISTRICT and CITY at the time of providing written notice to DISTRICT of the start of construction as set forth in Section 1.11. herein, with certificate(s) of insurance and applicable policy endorsements showing that such insurance is in full force and effect and that DISTRICT, CITY and the County of Riverside are named as additional insureds with respect to this Agreement and the obligations of DEVELOPER hereunder. Further, said certificate(s) shall state that the issuing company shall give DISTRICT and CITY sixty (60) days written notice in the event of any cancellation, termination, non-renewal or reduction in coverage of the policies evidenced by the certificate(s). In the event of any such cancellation, termination, non-renewal or reduction in coverage, DEVELOPER shall, forthwith, secure replacement insurance meeting the provisions of this paragraph. Failure to maintain the insurance required by this paragraph shall be deemed a material breach of this Agreement and shall authorize and constitute authority for DISTRICT, at its sole discretion, to proceed to perform the remaining work pursuant to Section IV.3. herein. 20. Construct, or cause to be constructed, PROJECT and APPURTENANCES at DEVELOPER'S sole cost and expense in accordance with DISTRICT and CITY approved IMPROVEMENT PLANS. -7- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 21. Upon completion of construction of PROJECT, but prior to DISTRICT acceptance of PROJECT for ownership, operation and maintenance, convey, or cause to be conveyed to DISTRICT flood control easement(s), including ingress and egress, in a form approved by DISTRICT, to the rights of way as shown in concept cross-hatched in red on Exhibit "B". 22. At the time of recordation of the conveyancing document(s) set forth in Section 1.21. furnish DISTRICT with policies of title insurance, each in the amount of not less than fifty percent (50%) of the estimated fee value, as determined by DISTRICT, for each parcel to be conveyed to DISTRICT, guaranteeing DISTRICT'S interest in said property as being free and clear of all liens, encumbrances, assessments, easements, taxes and leases (recorded and unrecorded), and except those which, in the sole discretion of DISTRICT, are acceptable. 23. Prior to DISTRICT'S acceptance of OUTLET PIPE, furnish at its sole cost and expense appropriate construction documentation, in the form of certified "as-built" drawings and certified construction inspection reports, demonstrating to DISTRICT'S satisfaction that OUTLET PIPE was constructed in accordance with DISTRICT standards. 24. Accept sole ownership and responsibility for the operation and maintenance of PROJECT and APPURTENANCES until such time as DISTRICT accepts ownership and responsibility for operation and maintenance of PROJECT and CITY accepts ownership and responsibility for operation and maintenance of APPURTENANCES. Further, it is mutually understood by the parties hereto that prior to DISTRICT acceptance of ownership and responsibility for the operation and maintenance of PROJECT as set forth herein, PROJECT shall be in a satisfactorily maintained condition as solely determined by DISTRICT. 25. Pay, if suit is brought upon this Agreement or any bond guaranteeing the completion of PROJECT, all costs and reasonable expenses and fees, including reasonable attorneys' fees, and acknowledge that, upon entry of judgment, all such costs, expenses and fees shall be computed as costs and included in any judgment rendered. 26. Upon completion of construction of PROJECT, but prior to DISTRICT acceptance of PROJECT for ownership, operation and maintenance, DEVELOPER'S civil engineer of record or ~8- 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 construction civil engineer of record, duly registered in the State of California, shall provide to DISTRICT a redlined "as-built" copy of IMPROVEMENT PLANS. After DISTRICT approval of the redlined as-built drawings, DEVELOPER'S engineer shall schedule with DISTRICT a time to transfer the redlines onto DISTRICT'S original mylars at DISTRICT'S office, after which the engineer shall review, stamp and sign PROJECT plans "as-built". SECTION II DISTRICT shall: 1. Review and approve IMPROVEMENT PLANS prepared by DEVELOPER prior to the start of construction. 2. Provide CITY an opportunity to review and approve IMPROVEMENT PLANS prior to DISTRICT'S final approval thereof. 3. Upon execution of this Agreement, record or cause to be recorded, a copy of this Agreement in the Official Records of the Riverside County Recorder. 4. Record, or cause to be recorded, the Irrevocable Offer(s) of Dedication provided by DEVELOPER pumuant to Section 1.9. herein. 5. Inspect the construction of PROJECT. 6. Keep an accurate accounting of all DISTRICT costs associated with the review and approval of IMPROVEMENT PLANS and in processing and administration of this Agreement. 7. Keep an accurate accounting of all DISTRICT construction inspection costs, and within forty-ftve (45) days after DISTRICT acceptance of PROJECT as being complete, submit a final cost statement to DEVELOPER. If the deposit, as set forth in Section 1.3. exceeds such costs, DISTRICT shall reimburse DEVELOPER the excess amount within sixty (60) days after DISTRICT acceptance of PROJECT as being complete. If at any time the costs exceed the deposit or are anticipated by DISTRICT to exceed the deposit, DEVELOPER shall pay such additional amount, as deemed reasonably necessary by DISTRICT to complete PROJECT, within thirty (30) days after receipt of billing from DISTRICT. 8. Accept ownership and sole responsibility for the operation and maintenance of PROJECT upon (i) DISTRICT acceptance of STORM DRAIN construction as being complete, (ii) -9- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 recordation of all conveyancing documents described in Section 1.21., (iii) acceptance of OUTLET PIPE as being constructed in accordance with DISTRICT standards, and (iv) acceptance by CITY of all necessary rights of way as deemed necessary by DISTRICT and CITY for the operation and maintenance of PROJECT and APPURTENANCES. 9. Provide CITY a reproducible duplicate copy of the "as-built" IMPROVEMENT PLANS, upon DISTRICT acceptance of PROJECT as being complete. SECTION III CITY shall: 1. Review and approve IMPROVEMENT PLANS prepared by DEVELOPER prior to the start of construction of PROJECT. 2. Accept the CITY and DISTRICT approved faithful performance and payment bonds submitted by DEVELOPER as set forth in Section 1.7. and hold said bonds as provided herein. 3. Consent, by execution of this Agreement, to the recording of any Irrevocable Offer(s) of Dedication furnished by DEVELOPER pursuant to this Agreement. 4. As requested by DISTRICT, accept the Irrevocable Offer(s) of Dedication as set forth herein, and any other outstanding offers of dedication necessary for the construction, inspection, operation and maintenance of PROJECT, and convey sufficient rights of way to DISTRICT to allow DISTRICT to construct, inspect, operate and maintain PROJECT. 5. Grant DISTRICT, by execution of this Agreement, the right to construct, reconstruct, inspect, operate and maintain PROJECT within CITY rights of way as set forth herein. 6. Upon DISTRICT acceptance of PROJECT as being complete, accept ownership and sole responsibility for the operation and maintenance of APPURTENANCES. SECTION IV It is further mutually agreed: 1. All work involved with PROJECT shall be inspected by DISTRICT and shall not be deemed complete until approved and accepted in writing as complete by DISTRICT. -10- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 2. CITY and DEVELOPER personnel may observe and inspect all work being done on PROJECT, but shall provide any comments to DISTRICT personnel who shall be responsible for all quality control communications with the contractor during the construction of PROJECT. 3. DEVELOPER shall complete construction of PROJECT within twelve (12) consecutive months after execution of this Agreement and within thirty (30) consecutive calendar days after commencing work on PROJECT. It is expressly understood that since time is of the essence in this Agreement, failure of DEVELOPER to perform the work within the agreed upon time shall constitute authority for DISTRICT to perform the remaining work and require DEVELOPER'S surety to pay to CITY the penal sum of any and all bonds. In which case, CITY shall subsequently reimburse DISTRICT for DISTRICT costs incurred. 4. In the event DEVELOPER, after exhausting its best efforts to locate and furnish the appropriate construction documents, is unable to provide DISTRICT with satisfactory documentation establishing that OUTLET PIPE was constructed in accordance with DISTRICT standards, DEVELOPER may request that DISTRICT accept OUTLET PiPE by submitting a written request to DISTRICT'S General Manager-Chief Engineer. As part of said request, DEVELOPER shall fully describe the efforts taken to locate the subject documentation. DISTRICT approval of DEVELOPER'S request to accept OUTLET PIPE for ownership, operation and maintenance shall not be unreasonably withheld. 5. DEVELOPER and DISTRICT, knowingly and voluntarily, waive the provisions of Government Code Section 65913.8, relating to fees and charges. Such waiver is accomplished with the understanding that DISTRICT is voluntarily undertaking the obligation to accept ownership and responsibility for the operation and maintenance of PROJECT, and DEVELOPER is not required by DISTRICT to enter into this Agreement. 6. PROJECT construction work shall be on a five (5) day, futty (40) hour work week with no work on Saturdays, Sundays or DISTRICT designated legal holidays, unless otherwise approved in writing by DISTRICT. If DEVELOPER feels it is necessary to work more than the normal forty (40) hour work week or on holidays, DEVELOPER shall make a written request for permission from -11 - 1 2 3 4 5 6 7 8' 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 DISTRICT to work the additional hours. The request shall be submitted to DISTRICT at least 72 hours prior to the requested additional work hours and state the reasons for the overtime and the specific time frames required. The decision of granting permission for overtime work shall be made by DlSTRICT at its sole discretion and shall be final. If permission is granted by DISTRICT, DEVELOPER will be charged the cost incurred at the overtime rates for additional inspection time required in connection with the overtime work in accordance with Ordinance Nos. 671 and 749, including any amendments thereto, of the County of Riverside. 7. DEVELOPER shall not request DISTRICT or CITY to accept any portion of PROJECT or APPURTENANCES for operation and maintenance until PROJECT is complete in accordance with Section II.8. herein. 8. In the event that any claim or legal action is brought against DISTRICT or CITY in connection with this Agreement because of the actual or alleged acts or omissions by DEVELOPER, DEVELOPER shall defend, indemnify and hold DISTRICT and CITY harmless therefrom, without cost to DISTRICT or CITY. Upon DEVELOPER'S failure to do so, DISTRICT and CITY shall be entitled to recover from DEVELOPER all of their cost and expenses, including, but not limited to, reasonable attorneys' fees. 9. DEVELOPER shall defend, indemnify and hold DISTRICT and CITY, their respective officem, agents, employees and independent contractors free and harmless from any claim or legal action whatsoever, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Filth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage whatsoever, for the design, construction or failure of PROJECT or from the diversion of the waters from the natural drainage patterns, save and except claims and litigation arising through the sole negligence or sole willful misconduct of DISTRICT or CITY. DEVELOPER shall defend DISTRICT and CITY without cost to DISTRICT or CITY, and upon DEVELOPER'S failure to do so, DISTRICT and CITY shall be entitled to recover from DEVELOPER all of their cost and expenditures, including, but not limited to, reasonable attorneys' fees. -12- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 10. DEVELOPER for itself, its successors and assigns, hereby releases DISTRICT and CITY, their respective officers, agents, and employees from any and all claims, demands, actions, or suits of any kind arising out of any liability, known or unknown, present or future, including, but not limited to any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, for the design, construction or failure of PROJECT, or the discharge of drainage within or from PROJECT. Nothing contained herein shall constitute a release by DEVELOPER of DISTRICT or CITY, their officers, agents and employees from any and all claims, demands, actions or suits of any kind arising out of any liability, known or unknown, present or future, for the negligent maintenance of PROJECT, after DISTRICT acceptance of PROJECT construction as complete in accordance with Section I[8. 11. Any waiver by DISTRICT or by CITY of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term hereof. Failure on the part of DISTRICT or CITY to require exact, full and complete compliance with any terms of this Agreement shall not be construed as in any manner changing the terms hereof, or estopping DISTRICT or CITY from enforcement hereof. 12. If any provision in this Agreement (with the exception of Section IV.5.) is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Should it be held by a court of competent jurisdiction that any portion of Section IV.5. is invalid, void, or unenforceable, the provisions of Government Code 65913.8(b) shall apply. It shall, therefore, be determined that this fee is extended through the year 2012. 13. This Agreement is to be construed in accordance with the laws of the State of California. 14. Any and all notices sent or required to be sent to the parties of this Agreement will be mailed by first class mail, postage prepaid, to the following addresses: -13- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT 1995 Market Street Riverside, CA 92501 GREYSTONE HOMES, INC. 40925 County Center Drive, Suite 110 Temecula, CA 92591 Attn: Robert Diehl 78496.l CITY OF TEMECULA Post Office Box 9033 Temecula, CA 92589-9033 Attn: William G. Hughes 15. Any action at law or in equity brought by any of the parties hereto for the purpose of enforcing a right or rights provided for by the Agreement, shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the parties hereto waive all provisions of law providing for a change of venue in such proceedings to any other county. 16. This Agreement is the result of negotiations between the parties hereto, and the advice and assistance of their respective counsel. The fact that this Agreement was prepared as a matter of convenience by DISTRICT shall have no import or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against DISTRICT because DISTRICT prepared this Agreement in its final form. 17. The fights and obligations of DEVELOPER shall inure to and be binding upon all heirs, successors and assignees. 18. DEVELOPER shall not assign or otherwise transfer any of its rights, duties or obligations hereunder to any person or entity without the written consent of the other parties hereto being first obtained. In the event of any such transfer or assignment, DEVELOPER expressly understands and agrees that it shall remain liable with respect to any and all of the obligations and duties contained in this Agreement. 19. The individuals executing this Agreement on behalf of DEVELOPER hereby certify that they have the authority within their respective companies to enter into and execute this Agreement, and have been authorized to do so by any and all boards of directors, legal counsel, and or any other board, committee or other entity within their respective companies which have the authority to authorize or deny entering into this Agreement. -14- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 78496.1 20. This Agreement is intended by the parties hereto as a final expression of their understanding wi~h respect to the subject matter hereof and as a complete and exclusive statement of the terms and conditions thereof and supersedes any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. This Agreement may be changed or modified only upon the written consent of the parties hereto. // // -15- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on 78496.1 (to be filled in by Clerk to the Board) RECOMMENDED FOR APPROVAL: By. WARREN D. WILLIAMS General Manager-Chief Engineer APPROVED AS TO FORM: WILLIAM C. KATZENSTEIN County Counsel By ~-~. OX. LEE A. VINOCOUR Deputy County Counsel Dated RECOMMENDED FOR APPROVAL: By_ WILLIAM G. HUGHES Director of Public Works RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT By_ JAMES A. VENABLE, Chairman Riverside County Flood Control and Water Conservation District Board of Supervisors ATTEST: NANCY ROMERO Clerk to the Board By_ Deputy (SEAL) CITY OF TEMECULA By JEFF STONE Mayor APPROVED AS TO FORM: By_ PETER M. THORSON City Attorney ATTEST: By SUSAN W. JONES, CMC/AAE City Clerk (SEAL) MHW:bjp 1/14/2003 -16- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TEMECULA VALLEY, LLC a Delaware limited liability company by GREY,~ONE HOMES, INC. a Delaw e~oration, its manager . John Baaty~ Secretar~ (NOTARY) -17- 78496.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of SS. On ~~Z~_, before me, Date personally appeared ~'l~rsonally known to me [] proved to me on the basis of satisfactory evidence to be the person(e)-whose name(~) is/~,:e subscribed to the within instrument and acknowledged to me that he/-h~/they executed the same in h is/b.~.Ahei r authorized capacity(ia.r.), and that by his/h,e~g~.~ signature(e)-on the instrument the person(e), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary SealAbove WITNESS my hand and official seal. OPTIONAL Though the information below ia not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document, Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: [] Individual [] Corporate Officer-- ~tle(s): [] Partner-- [] Limited [] General [] Attorney in Fact [] Trustee [] Guardian or Conservator [] Other: Signer is Representing: Top of thumb here Exhibit "A" Cooperative Agreement Tract No. 23143 1/1 Exhibit "B" I04 OPEN SPACE H.O.A. M/qI'NTAINED / / 2 I I I H.O.A. H.O.A TAINED BUTTERFIELD STAGE ROAD Cooperative Agreement Tract No. 23143 1/1 ITEM 13 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY DIRECTOROF FINANCE~___ CITY MANAGER CITY OFTEMECULA AGENDA REPORT City Manager/City Council ,/~/~William G. Hughes, Director of Public Works/City Engineer February 11, 2003 Amendment No. 1 to Annual Citywide Routine Maintenance Contract PREPARED BY: ~)~ Bradley A. Buron, Maintenance Superintendent RECOMMENDATION: That the City Council approve Amendment Number 1 to the Annual Citywide Routine Maintenance Contract with Walter K. Becker (dba, Becker Engineering) for an amount of $100,000.00 and authorize the Mayor to execute the amendment. BACKGROUND: On June 25, 2002 the City Council approved the Annual Citywide Routine Maintenance Contract with Walter K. Becker (Becker Engineering) to provide citywide routine maintenance and construction work throughout the City in the amount of $100,000.00. This work generally ranges in costs from over $1,000 to under $25,000 and involves miscellaneous repairs to drainage areas, sidewalks, curbs, gutters, and storm drains to include excavation. Amendment No. 1 is necessary for the upcoming winter months to provide for additional storm clean-up for streets and public drainage facilities. Although we also have other contractors available under contract, some of the types of services provided by others are limited and Becker Engineering has been the most consistently available and responsive. The additional contractors on contract are specialized in different area's of construction and do not perform the same job tasks as Becker Engineering. This has resulted in their contract being exhausted sooner. The requested Amendment No. 1 to Becket Engineering and the original contract for a total amount of $200,000.00. FISCAL IMPACT: Adequate funds have been budgeted in the FY2002-03 Public Works Maintenance Division, Routine Street Maintenance and Drainage Facility Maintenance for the original contract amount of $100,000.00 plus Amendment No. 1 in the amount of $100,000.00 for a total contract amount of $200,000.00. ATTACHMENT: 1. Amendment No. 1 2. Agenda Report June 25, 2002 I R:~Agenda Repor~s~003\021 l\Becker Amend 1 FIRST AMENDMENT TO ANNUAL MAINTENANCE CONTRACT BETVVEEN CITY OF TEMECULA AND BECKER ENGINEERING THIS FIRST AMENDMENT is made and entered into as of February 11, 2003 by and between the City of Temecula, a municipal corporation ("City") and BECKER ENGINEERING ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with respect to the following facts and purposes: A. On June 25, 2002 the City and Contractor entereed into that certain agreement entitled "City of Temecula Agreement in the amount of $100,000.00 for Citywide Routine Maintenance" ("Contract"). B. The parties now desire to amend the Agreement as set forth in this Amendment. 2. Section 3 of the Agreement is hereby amended to read as follows: a. Contractor shall be compensated for actual work performed on the basis of the labor and equipment rates set forth in Exhibit "B", Labor and Equipment Rates, attached hereto and incorporated herein as though set forth in full, the cost of materials approved by the Director pursuant to the procedures set fodh in Exhibit "A". The First Amendment amount shall not exceed One Hundred Thousand Dollars and No Cents ($100,000.00). The maximum amount of payment under this Agreement shall not exceed the total contract amount of Two Hundred Thousand Dollars and No Cents ($200,000.00) unless a higher amount is approved by the City Council by amendment to this Agreement. 3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. R:LlvIAINTAIN1WKORDERSICONTRACTMASTER332002-2003[BECKER 02-03 AMEND I.DOC IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OFTEMECULA BY: Jeffrey E. Stone, Mayor ATTEST: BY: Susan W. Jones, CMC, City Clerk Approved As to Form: BY: Peter M. Thorson, City Attorney CONTRACTOR BECKER ENGINEERING P.O. Box 890365 Temecula, CA 92589-0365 (909) 731-3991 BY: Walter K. Becker, Owner 2 R:L~dAINTAINIWKORDERSICONTRACT MASTERSI2OO2-2OO31BECKER 02-03 AMEND I.DOC TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER City Manager/City Council ,'~.~illiam G. Hughes, Director of Public Works June 25, 2002 Public Works Fiscal Year 2002-2003 Annual Maintenance Agreements PREPARED BY: Bradley A. BurOn, Maintenance Superintendent RECOMMENDATION: That the City Council approve the minor annual maintenance and construction contracts for Fiscal Year 2002-2003 with: 2. 3. 4. 5. 6. 7. 8. 9. Becker Engineering in an amount not to exceed $100,000.00 Imperial Paving Company, Inc., in an amount not to exceed $100,000.00 Minnesang Pest Specialists, in an amount not to exceed $100,000.00 Monteleone Contractors, Inc., in an amount not to exceed $100,000.00 Murrieta Development Co., in an amount not to exceed $100,000.00 NPG, Inc. (Nelson Paving & Sealing), in an amount not to exceed $100,000.00 Pacific West Construction, in an amount not to exceed $100,000.00 Rene's Commercial Management, in an amount not to exceed $100,000.00 Torah Development & Construction in an amount not to exceed $100,000.00 BACKGROUND: Each year the City enters into numerous maintenance and construction agreements with various contractors that perform minor (small job) maintenance and construction jobs. These jobs usually range in cost from over $1,000 to under $25,000 and involve miscellaneous repairs to .drainage areas, sidewalks, curbs, cutters, and storm drains to include excavation. Nevertheless, each 'job requires an agreement between the City and the contractor. In an effort to streamline these contractual requirements, staff has taken measures to place under agreement nine (9) contractors that are very capable of performing these rcurine jobs with little notice. Essentially, these agreements will give staff administrative tools needed to efficiently execute minor maintenance and construction work by having executed agreements which satisfy insurance, prevailing wage requirements, terms and conditions as well as a general scope of work. This contracting technique is widely used by cities to employ a higher more responsive maintenance capability. Also, in the event of harsh weather that can impinge the safety of the City roadways, and other City maintained areas, these agreements can facilitate an expedient reaction and resolution to advise conditions without jeopardizing administrative requirements. It is important to understand that the not to exceed $100,000.00 amount does not necessarily mean.it will be Spent but rather is a ceiling to operate below on an as needed basis. 1 r:~agd~t~2002~0625V~nua102-03 Maint A. greements.AGN/ajp Although some jobs may be better accomplished by one contractor because of equipment availability, timing issues and job location, every effort will be made by staff to distribute the work load evenly between the three contractors. The contractor will be responsible for providing a work proposal for each job, which must be approved by staff before any work is started. Staff mailed letters to eleven (11) contractors in the local area that could meet the described minor maintenance and construction needs. The letters requested time and matedal pdcing for both labor and equipment rates. It also included holiday and ovemight rates. Nine (9) out of the eleven (11) contractors responded and provided competitive labor and equipment rates as seen in Exhibit "B" of each agreement. Review of these rates has determined they ara consistent with current prevailing wages and current houdy equipment rates previously paid by the City. The contractors listed below responded to the request for time and matedal rates and are recommended for not to exceed $100,000.00 agreements for a one (1) year term. Company Amount not to Exceed Term Walter K. Becker (dba Becker Engineering) $100 Impedal Paving Company, Inc. $100 Minnesang Pest Specialists $100 Monteleone Contractors, Inc. $100 Murdeta Development Company $100 NPG, Inc. (Nelson Paving & Sealing) $100 Pacific West Construction $100 Rene's Commercial Management $100 Torah Development & Construction $100 000.00 1 year 000.00 1 Year 000.00 1 Year 000.00 1 year 000.00 I year 000.00 1 Year 000.00 1 year 000.00 1 year 000.00 1 year FISCAL iMPACT: Adequate funds are available in the Fiscal Year 2002-2003 Public Work's, Maintenance Division Operating Budget for; Drainage Facility Maintenance Account No. 001-164-601- 5401; Routine Street Maintenance Account No. 001-164-601-5402; Old Town Repair & Maintenance Account No. 001-164-603-5212; and Other Outside Services Account No. 001-164-603-5250. ATTACHMENT: 1. Contractor Mailing List 2. Contracts 2 r:.~agd rpt~2002\0625~An n ual 02-03 Malnt Agreements.~GNlajp Contractor Mailing List 10. 11. Becker Engineering P.O. Box 890365 Temecula, CA 92589-0365 Del Rio Enterprise 42181 Avenida Alvarado Temecula, CA 92590 Cajer Equipment Rental P.O. Box 585 Temecula, CA 92593 Imperial Paving Co., Inc. 13555 E. Imperial Highway Whittier, CA 90605 Minnesang Pest Specialists 27636 Ynez Rd., L-7, #101 Temecula, CA 92591 Monteleone Contractors, Inc. 39054 Camino Hermosa Murdeta, CA 92563 Murdeta Development 42540 Rio Nedo Temecula, CA 92590-3727 N P G Corporation (Nelson Paving & Sealing) P.O. Box 1515 Perris, CA 92575 Pacific West Construction 637 N. Emerald Dr. Vista, CA 92803 Rene's Commercial Management 1002 Luna Way San Jacinto, CA 92583 Toran Development & Construction 37110 Mesa Rd Temecula, CA 92592-8633 3 r:~agdrpt~2.002~0625~Annua102-03 Maint Agreements.AGN/ajp ITEM 14 TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City ManagedCity Council APPROVAL /~. ~ C,TYA ORNEY II DIRECTOROF FINANCE /D~.~ II CITY MANAGER ~' II ~'~J/~/lWilliam G. Hughes, Director of Public Works/City Engineer February 11, 2003 Amendment No. 1 to Annual Citywide Routine Maintenance Contract PREPARED BY: ~]~ Bradley A. Buron, Maintenance Superintendent RECOMMENDATION: That the City Council approve Amendment Number 1 to the Annual Citywide Routine Maintenance Contract with Imperial Paving Company, Inc. for an amount of $100,000.00 and authorize the Mayor to execute the amendment. BACKGROUND: On June 25, 2002 the City Council approved the Annual Citywide Routine Maintenance Contract with Imperial Paving Company, Inc. to provide citywide routine maintenance and construction work throughout the City in the amount of $100,000.00. This work generally ranges in costs from over $1,000 to under $25,000 and involves miscellaneous repairs to asphalt roads and A.C. berm projects that are too large for in-house crews. Amendment No. 1 is necessary for the upcoming winter months to provide for additional emergency A.C. street surface repairs. Although we also have other contractors available under contract, some of the types of services provided by others are limited and Imperial Paving Company, Inc. has been the most consistently available and responsive. The additional contractors on contract are specialized in different area's of construction and do not perform the same job tasks as Imperial Paving Company, Inc. This has resulted in their contract being exhausted sooner. The requested Amendment No. 1 to Imperial Paving Company, Inc. and the original contract for a total amount of $200,000.00. FISCAL IMPACT: Adequate funds have been budgeted in the FY2002-03 Public Works Maintenance Division, Routine Street Maintenance and Drainage Facility Maintenance for the original contract amount of $100,000.00 plus Amendment No. 1 in the amount of $100,000.00 for a total contract amount of $200,000.00. ATrACHMENT: 1. Amendment No. 1 2. Agenda Report June 25, 2002 1 R:~,genda Reports~2003\0211\Imperial Pave Amend I FIRST AMENDMENT TO ANNUAL MAINTENANCE CONTRACT BETVVEEN CITY OF TEMECULA AND IMPERIAL PAVING COMPANY, INC. THIS FIRST AMENDMENT is made and entered into as of February 11, 2003 by and between the City of Temecula, a municipal corporation ("City") and Imperial Paving Company, Inc. ("Contracto¢'). In consideration ofthe mutual covenants and conditions set forth herein, the parties agree as follows: '1. This Amendment is made with respect to the following facts and purposes: A. On June 25, 2002 the City and Contractor entered into that certain agreement entitled "City of Temecula Agreement in the amount of $100,000.00 for Citywide Routine Maintenance" ("Contract"). B. The parties now desire to amend the Agreement as set forth in this Amendment. 2. Section 3 of the Agreement is hereby amended to read as follows: a. Contractor shall be compensated for actual work performed on the basis of the labor and equipment rates set forth in Exhibit "B", Labor and Equipment Rates, attached hereto and incorporated herein as though set forth in full, the cost of materials approved by the Director pursuant to the procedures set forth in Exhibit "A". The First Amendment amount shall not exceed One Hundred Thousand Dollars and No Cents ($100,000.00). The maximum amount of payment under this Agreement shall not exceed the total contract amount of Two Hundred Thousand Dollars and No Cents ($200,000.00) unless a higher amount is approved by the City Council by amendment to this Agreement. 3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 R:L¥tAINTAIN~WKORDERStCONTRACTMASTERS~2OO2-2OO3klMPEP~AL 02-03 AMEND I.DOC IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OFTEMECULA JeffmyE. Stone, Mayor ATTEST: Susan W. Jones, CMC, City Clerk Approved As to Form: Peter M. Thorson, City Attorney CONTRACTOR Imperial Paving Company, Inc. 13555 E. Imperial Highway Whittier, CA 90605 (562) 523-0975 Fritz Coy, Secretary Treasure 2 R:LMAINTAINiWKORDERSICONTRACT MASTERSI2OO2-2OO3~IMPERIAL 02-03 AMEND I.DOC TO: CITY OF TEMECULA AGENDA REPORT APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE '~ CITY MANAGER FROM: DATE: SUBJECT: City Manager/City Council ,~l~.~illiam g. Hughes, Director of Public Works June 25, 2002 Public Works Fiscal Year 2002-2003 Annual Maintenance Agreements PREPARED BY: Bradley A. Buron, Maintenance Superintendent RECOMMENDATION: That the City Council approve the minor annual maintenance and construction contracts for Fiscal Year 2002-2003 with: 2. 3. 4. 5. 6. 7. 8. 9. Becker Engineering in an amount not to exceed $100,000.00 Imperial Paving Company, Inc., in an amount not to exceed $100,000.00 Minnesang Pest Specialists, in an amount not to exceed $100,000.00 Monteleone Contractors, Inc., in an amount not to exceed $100,000.00 Murrieta Development Co., in an amount not to exceed $100,000.00 NPG, Inc. (Nelson Paving & Sealing), in an amount not to exceed $100,000.00 Pacific West Construction, in an amount not to exceed $100,000.00 Rene's Commemial Management, in an amount not to exceed $100,000.00 Toran Development & Construction in an amount not to exceed $100,000.00 BACKGROUND: Each year the City enters into numerous maintenance and construction agreements with various contractors that perform minor (small job) maintenance and construction jobs. These jobs usually range in cost from over $1,000 to under $25,000 and involve miscellaneous repairs to drainage areas, sidewalks, curbs, cutters, and storm drains to include excavation. Nevertheless, each job requires an agreement between the City and the contractor. In an effort to streamline these contractual requirements, staff has taken measures to place under agreement nine (9) contractors that are very capable of performing these routine jobs with little notice. Essentially, these agreements will give staff administrative tools needed to efficiently execute minor maintenance and construction work by having executed agreements which satisfy insurance, prevailing wage requirements, terms and conditions as well as a general scope of work. This contracting technique is widely used by cities to employ a higher more responsive maintenance capability. Also, in the event of harsh weather that can impinge the safety of the City roadways, and other City maintained areas, these agreements can facilitate an expedient reaction and resolution to advise conditions without jeopardizing administrative requirements. It is important to understand that the not to exceed $100,000.00 amount does not necessarily mean.it will be spent but rather is a ceiling to operate below on an as needed basis. 1 r:~agdrpt~2002~0625~Annua102-03 Malr~t Agreements~,GN/ajp Although some jobs may be better accomplished by one contractor because of equipment availability, timing issues and job location, every effort will be made by staff to distribute the work load evenly between the three contractors. The contractor will be responsible for providing a work proposal for each job, which must be approved by staff before any work is started. Staff mailed letters to eleven (11) contractors in the local area that could meet the described minor maintenance and construction needs. The letters requested time and material pdcing for both labor and equipment rates. It also included holiday and overnight rates. Nine (9) out of the eleven (11) contractors responded and provided competitive labor and equipment rates as seen in Exhibit "B" of each agreement. Review of these rates has determined they are consistent with current prevailing wages and current hourly equipment rates previously paid bythe City. The contractors listed below responded to the request for time and material rates and are recommended for not to exceed $100,000.00 agreements for a one (1) year term. Company Amount not to Exceed Term Walter K. Becker (dba Becker Engineering) Imperial Paving Company, Inc. Minnesang Pest Specialists Monteleone Contractors, Inc. Murrieta Development Company NPG, Inc. (Nelson Paving & Sealing) Pacific West Construction Rene's Commercial Management Toran Development & Construction $100,000.00 1 year $100,000.00 1 Year $100,000.00 1 Year $100,000.00 1 year $100,000.00 1 year $100,000.00 1 Year $100,000.00 I year $100,000.00 I year $100,000.00 I year FISCAL IMPACT: Adequate funds are available in the Fiscal Year 2002-2003 Public Work's, Maintenance Division Operating Budget for; Drainage Facility Maintenance Account No. 001-164-601- 5401; Routine Street Maintenance Account No. 001-164-601-5402; Old Town Repair & Maintenance Account No. 001-164-603-5212; and Other Outside Services Account No. 001-164-603-5250. ATTACHMENT: 1. Contractor Mailing List 2. Contracts 2 ~agd q3~2.002\0625V~nnua102-03 Malnt Agreements. AGN/ajp Contractor Mailing List 10. 11. Becker Engineering P.O. Box 890365 Temecula, CA 92589-0365 Del Rio Enterprise 42181 Avenida Alvarado Temecula, CA 92590 Cajer Equipment Rental P.O. Box 585 Temecula, CA 92593 Imperial Paving Co., Inc. 13555 E. Imperial Highway Whittier, CA 90605 Minnesang Pest Specialists 27636 Ynez Rd., L-7, #101 Temecula, CA 92591 Monteleone Contractors, Inc. 39054 Camino Hermosa Murdeta, CA 92563 Murrieta Development 42540 Rio Nedo Temecula, CA 92590-3727 N P G Corporation (Nelson Paving & Sealing) P.O. Box 1515 Perris, CA 92575 Pacific West Construction 637 N. Emerald Dr. Vista, CA 92803 Rene's Commercial Management 1002 Luna Way San Jacinto, CA 92583 Toran Development & Construction 37110 Mesa Rd Temecula, CA 92592-8633 3 r.~agdrpt~2002~0625~Annua102-03 Maint Agreernents.AGN/aJp ITEM 15 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER '..~L J CITY OFTEMECULA AGENDA REPORT City Manager/City Council ~'[)~.William G. Hughes, Director of Public Works/City Engineer February 11, 2003 Quitclaim of Drainage Easement located on Calle Fuente PREPARED BY: Beryl Yasinosky, Management Analyst RECOMMENDATION: That the City Council: 1. Adopt a resolution entitled: RESOLUTION NO. 2003- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING THE QUITCLAIM OF A PUBLIC DRAINAGE EASEMENT TO THE UNDERLYING FEE OWNERS OF RESIDENTIAL LOT 2, LOCATED WITHIN TRACT MAP NO. 21821 (30980 CALLE FUENTE) 2. Authorize the City Clerk to record the quitclaim deed. BACKGROUND: Tract Map No. 21821 was recorded on July 12, 1991 and dedicated cedain storm drain easements to public use that were accepted by the City of Temecula. The subdivision consists of five residential lots and is located in the Meadowview area at Calle Fuente. Pursuant to the development of this subdivision, the public drainage easement shown on the attached map was constructed to contain drainage flows from Calle Fuente into a concrete drain and V-ditch that extends approximately 100' from the roadway, dissipating into rock rip rap located in the center of the front yard area of Lot 2 (30980 Calle Fuente). The rock rip rap has been in need of repair, causing erosion on Lot 2. The City's repair work would not have been acceptable to the owners of Lot 2 and they would rather remove the rip rap and install a private 24" underground pipe to contain the water from the end of the V-ditch to a private drainage easement at the rear of their property. Staff has agreed to allow the installation of the private pipe, and offset the property owner's cost by the amount the City would have spent ($4,487) to repair the rip rap, if the property owners agreed to accept the maintenance of the private pipe. This would allow the property owners more useable front yard area and the ability to install more aesthetic landscaping improvements. R:\agdrpt~2003\0211\Block.quitclaim In order for the City to allow the property owners to modify the existing public drainage facilities, the property owners have agreed to accept a quitclaim of the drainage easement located on their property and the resulting maintenance of the drainage facilities in a manner that provides for the continued acceptance of the drainage flows from Calle Fuente. The City would continue to maintain the drainage structure located within the public right-of-way of Calle Fuente. The attached quitclaim deed has been prepared by the Public Works Department and reviewed by the City Attorney. It is staff's recommendation that the quitclaim deed be approved by the City Council for the quitclaim of the storm drain easement to the underlying property owners. FISCAL IMPACT: The easement has no market value and no revenue will be expended or generated by the approval and execution of the quitclaim deed. ATTACHMENTS: 1. Resolution No. 2003- 2. Vicinity Map 3. Quitclaim Deed R:~agdrpt~2003\0211\Block.quitclaim RESOLUTION NO. 2003- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING THE QUITCLAIM OF A PUBLIC DRAINAGE EASEMENT TO THE UNDERLYING FEE OWNER OF RESIDENTIAL LOT 2, LOCATED WITHIN TRACT MAP NO. 21821 (30980 CALLE FUENTE) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. determine and declare that: The City Council of the City of Temecula does hereby find, a. Tract Map No. 21821 was recorded on July 12, 1991 and dedicated certain public drainage easements that were accepted by the City of Temecula. b. Pursuant to development of the subdivision, one of the public drainage easements was constructed to direct drainage from Calle Fuente, and extends approximately 100' to a rip rap located in the center yard area of Lot 2 of Tract Map No. 21821. c. Mr. & Mrs. Dan Block are identified as the fee owners ("property owners") of real property located at 30980 Calle Fuente, Temecula, California and further identified as Lot 2 of Tract Map No. 21821. d. Properly owners desire to modify the existing drainage structure to accommodate a more useable front yard area for their private residence. e. The property owners have agreed to accept a quitclaim of the public drainage easement and the ongoing maintenance of said drainage facilities in a manner that provides for the continued acceptance of the drainage flows from Calle Fuente. f. The City would continue to maintain the drainage structure located within the public right-of-way of Calle Fuente. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Temecula hereby approves a quitclaim of the public drainage easement across Lot 2 of Tract Map No. 21821 (30980 Calle Fuente) to the underlying fee owners of said property. PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula at a regular meeting held on the 11th day of February 2003. ATTEST: Jeffrey E. Stone, Mayor Susan W. Jones, CMC, City Clerk R:\agdrpt~2003\0211\Block.quitclaim (SEAL) STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF TErvlECULA ) I, Susan W. Jones, CMC, City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 2003-__ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 11th day of February 2003 by the following vote: AYES: 0 COUNCILMEMBERS: NOES: 0 COUNCILMEMBERS: ABSENT: 0 COUNCILMEMBERS: Susan W. Jones, CMC, City Clerk R:\agdrpt~003\0211\Block.quitclaim .~07 Escrow No. Loan No. WHEN RECORDED MAIL TO: City Clerks Department City of Temecula P.O. Box 9033 43200 Business Park Drive Temecula, CA 92589-9033 SPACE ABOVE THIS LINE FOR KECORDER'S USE MAIL TAX STATEMENTS TO: DOCUMENTARY TRANSFER TAX $ .......................................... QUITCLAIM DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF TEMECULA does hereby remise, release and forever quitclaim to Daniel P. Block and Karen E. Block ("Owners") the easement described on Exhibit A, subject to the obligation of the Owners to accept all surface waters from the adjacent City street on to the following described real property owned by them: Lot 2 of Tract No. 21821 filed in Map Book 233, pages 58 through 61 in the office of the County Recorder, Riverside, California. Dated STATE OF CALIFORNIA } SS. COUNTY OF } Jeffrey E. Stone, Mayor Susan W. Jones, CMC, City Clerk On beforeme, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/ their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Approved As To Form Peter M. Thorson, City Attorney (This area for official notarial seal.) Signature MAIL TAX STATEMENTS AS DIRECTED ABOVE EXHIBIT A DRAINAGE EASEMENT A portion of Lot 2 of Tract No. 21821 filed in Book 233, pages 58 through 61 in the office of the County Recorder, Riverside, California described as follows: Beginning at the northwest comer of said Lot 2, said point being on a tangent curve, concave westerly and having a radius of 47.00 feet being the fight-of-way line of Calle Fuente, thence southerly along said curve through a central angle of 16°23'16", a distance of 13.44 feet to the True Point of Beginning; Thence South 83°11'00" East a distance of 100.00 feet. A 10.00 foot wide storm drain easement being centered 5.00 fee each side of the above described line. CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property (drainage easement) conveyed by the attached quitclaim deed from the City of Temecula, a municipal corporation, to Daniel P. Block and Karen E. Block, owners of Lot 2 of Tract Map No. 21821, is hereby accepted: GRANTEES: By Daniel P. Block By Karen E. Block Dated STATE OF CALIFORNIA } SS. COUNTY OF On before me, __.personally appeared _personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (This area for notarial seal) ITEM 16 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY DIRECTOR OF FINAN, CITY MANAGER CITY OF TEMECULA AGENDA REPORT City Manager/City Council William G. Hughes, Director of Public Works/City Engineer February 11,2003 Cabrillo Avenue/John Warner Storm Drain Contribution PREPARED BY: Beryl Yasinosky, Management Analyst RECOMMENDATION: That the City Council: Approve a City contribution of $65,000, contingent upon the formation of an Assessment District, towards the construction of necessary storm drain improvements at the intersection Cabdllo Avenue and John Warner Road. BACKGROUND: Flooding and siltation issues at the intersection of Cabrillo Avenue and John Warner Road have created ongoing maintenance problems for the Public Works Maintenance Division as well as the surrounding property owners within the Los Ranchitos Development since incorporation. As a result, the City has completed the design of future storm drain improvements for this intersection. The cost for the storm drain improvements is estimated to be approximately $125,000. With the design phase completed, staff is moving forward with the formation of the John Warner Road Assessment District to provide the necessary funding to construct the improvements. However, staff has determined that the storm drain improvements will also benefit the City and that the full cost to construct the improvements would create an excessive burden on the propedies that witl directly benefit from these improvements. Staff is recommending that the City contribute $65,000 towards the costs of the storm drain improvements. The remaining costs would be provided through the Assessment District consisting of three properties benefited by the improvements. The construction of the storm drain facilities will significantly improve the drainage and correct the siltation problems at this intersection, reduce the City's ongoing maintenance costs due to flooding and erosion problems, and protect the surrounding properties. It has become necessary for the City to make a commitment on the part of the City to ensure property owner support for the formation of the Assessment District and construction of the future storm drain project. FISCAL IMPACT: Funds will be recommended in the Fiscal Year 2003-2004 Capital Improvement Budget to provide for the City's contribution of $65,000 towards the total cost of the storm drain improvements at Cabril[o Avenue and John Warner Road with the formation of R:\agdrpt~003\021 l\CabdlloDrainage. CCcontdbution 1 the John Warner Road Assessment District. The remaining amount would be funded through the bond proceeds from the proposed Assessment District. If this Assessment District is not formed, then the City's financial contribution will no longer be in effect. ATTACHMENTS: 1. 2. SiteNicinity Map Pictures of Cabrillo Avenue/John Warner Road Intersection R:\agdrpt\2003\021 l\CabdlloDrainage.CCcontribution 2 CABRILLO AVENUE/JOHN WARNER ROAD INTERSECTION 1. Flooded Intersection (2/28/01) - Looking northeast on John Warner Road at Cabrillo Avenue 2. Flooded Intersection (2/28/01) - Looking south on Cabrillo Avenue at John Warner Road R:\agdrpt\2003\021 l\CabdlloDrainage. CCcontribution 3 CABRILLO AVENUE/JOHN WARNER ROAD INTERSECTION 3. Public Works Cleanup - Looking nodheast on John Warner Road at Cabrillo Avenue 4. Public Works Cleanup - On John Warner Road looking north at Cabrillo Avenue R:~agdrpt~2003\021 l\CabrilloDrainage.CCcontribution 4 ITEM 17 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCe. CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council John Meyer, Director of Housing and Redevelopment February 11,2003 Allocation of additional funds for Mercantile Seismic Retrofit, Project No. PW01-20 PREPARED BY: William Hughes, Director of Public Works/City Engineer Greg Butler, Principal Engineer Ward B. Maxwell, Associate Engineer RECOMMENDATION: That the City Council: 1. Approve the transfer and appropriation of $158,600.00 from the RDA Old Town District Parking Lot to the Mercantile Seismic Retrofit Project. 2. Authorize the City Manager to approve contract change orders with 2H Construction for an amount of $80,400.00 above the previously approved 15% contingency for the Mercantile Seismic Retrofit, Project No. PW01-20. BACKGROUND: On August 13, 2002 City Council awarded the construction contract for the Mercantile Building Seismic Retrofit Project, Project No., PW01-20 for the amount of $332,467.00 plus a 15% contingency amount of $49,870.05, for a total contract amount of $ 382,337.05. During the course of the construction contract change orders were approved to cover unforeseen extra work relating to: stabilizing the building foundation and upgrading the existing sub floor system to meet current UBC assembly loading. These changes total $ 44,139.00, leaving approximately $5,731.00 remaining in the contingency fund. The installation of the structural braced frames required the contractor to remove a portion of the roof structure. While monitoring the removal operation, it was apparent that the mortar in the existing parapet walls had deteriorated to a point that they were unstable. Therefore, in the interest of safety, staff is recommending that the parapet walls be repaired. In addition to the parapet wall repairs, staff is recommending the additional repairs as listed below. The estimated cost for these repairs is $ 80,400.00. The contract administration appropriation for this project at the time of award totaled $57,500. This appropriation has been utilized to cover consultant contracts for the structural design engineer's construction support, special inspection, materials testing as well as cover the cost of City construction management staff including the project manager and public works inspector. The complexities associated with the retrofit of this historical building and the extremely deteriorated condition of the brick building discovered after the retrofit work began have led to design revisions and additional special inspections which have necessitated amendments to the structural engineer's 1 R:t~,GEN DA REPORTS~003\O21103\PWO1-20,addfunds. DOC contract as well as the special inspection contract. Staff has also expended much more time than originally budgeted responding to contractor inquiries, coordinating needed inspections and insuring that all identified deficiencies are either addressed by the structural engineer or corrected with a contract change order. All these factors have more than exhausted the contract administration appropriation. An additional $80,000 appropriation is needed to cover the present expenses and provide enough funding to complete the project. The following is a cost breakdown for the additional costs. Minor welding revisions ................................................. $ 370.00 Masonry coring for future electrical ............................... $ 877.00 Repair damaged brick at interior ................................... $ 4,834.00 Repair of noah side masonry parapet wall ................... $ 9,601.00 Repair of south side masonry parapet wall .................. $ 25,404.00 Repair on east and west side parapets ...................... $ 45,045.00 Project Administration ................................................... $ 80,000.00 Subtotal ......................................................................... $166,131.00 Less remaining contingency ........................................ ($ 5,731.00) Less remaining Admin Appropriation ........................... ($ 1,800.00) Total additional funds required ............................... $ 158,600.00 FISCAL IMPACT: The Mercantile Building Seismic Retrofit Project is a Capital Improvement Project funded through the Redevelopment Agency with RDA Bond Proceeds. $158,600.00 will be transferred from the RDA Old Town District Parking Lot to the Mercantile Seismic Retrofit Project, Account No.'s 210-190-183-5804 and 210-190-183-5801. 210-190-183-5804 Construction $ 385,000 $ 80,400 $ 465,400 210-190-183-5801 Administration $ 57,500 $ 78,200 $135,700 Total $ 442,500 $ 158,600 $ 601,100 ATFACHMENT: 1. Project Location 2. Project Description 2 R:\AGENDA REPORTS~2003\021103\PW01-20.add funds. DOC TEMECULA COMMUNITY SERVICES DISTRICT ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA COMMUNITY SERVICES DISTRICT JANUARY 28, 2003 A regular meeting of the City of Temecula Community Services District was called to order at 7:53 P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, California. President Comerchero presiding. ROLL CALL PRESENT: 5 DIRECTORS: ABSENT: 0 DIRECTORS: Naggar, Roberts, Pratt, Stone, Comerchero None Also present were General Manager Nelson, City Attorney Thorson, and City Clerk Jones. PUBLIC COMMENTS No comments. CONSENT CALENDAR CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of January 14, 2003. 2 Children's Museum Proiect NO. PW02-01CSD RECOMMENDATION: 2.1 Approve an increase to the contingency in the amount of $30,600 R.E. Fleming Construction, Inc., for additional tenant improvements and authorize the General Manager to approve change orders not to exceed the contingency amount of $82,782; 2.2 Approve a contract with 2H construction for $137,423 plus a 10% contingency in the amount of $13,742 for emergency building repairs and adopt a resolution entitled: RESOLUTION NO. CSD 03- A RESOLUTIO OF THE BOARD OF DIRECTORS OF THE CITY OF TEMECULA COMMUNITY SERVICES DISTRICT APPROVING A CONSTRUCTION AGREEMENT WITH 2H CONSTRUCTION FOR THE STRUCTURAL RENOVATION OF THE CHILDREN'S MUSEUM BUILDING Minutes.csd\012803 1 2.3 Transfer $170,000 to the Children's Museum Project from the RDA Old Town Parking Lot Project. (Pulled for separate discussion; see pages 3 and 4) 3 North/South Ball Field Nettinq Installation Construction Contract RECOMMENDATION: 3.1 Award a contract to Judge Netting for the North/South Ball Field Netting Installation Project in the amount of $84,444; 3.2 Approve a 10% contingency of $8,445 for the project; 3.3 Appropriate $26,889 from Capital Reserve funds remaining in the Chaparral Pool Project Account No. 210-190-170-5804 to the North/South Ball Field Netting Installation Project Account No. 210-190-146-5804. MOTION: Director Naggar moved to approve Consent Calendar Item Nos. 1, and 3. motion was seconded by Director Stone and voice vote reflected unanimous approval. CONSENT CALENDAR ITEM NO. 2 CONSIDERED UNDER SEPARATE DISCUSSION The Children's Museum Proiect No. PW02-01CSD RECOMMENDATION: 2.1 Approve an increase to the contingency in the amount of $30,600 for R.E. Fleming Construction, Inc., for additional tenant improvements and authorize the General Manager to approve change orders not to exceed the contingency amount of $82,782; 2.2 Approve a contract with 2H Construction for $137,423 plus a 10% contingency in the amount of $13,742 for emergency building repairs and adopt a resolution entitled: RESOLUTION NO. CSD 03-03 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF TEMECULA COMMUNITY SERVICES DISTRICT APPROVING A CONSTRUCTION AGREEMENT WITH 2H CONSTRUCTION FOR THE STRUCTURAL RENOVATION OF THE CHILDREN'S MUSEUM BUILDING 2.3 Transfer $170,000 to the Children's Museum Project from the RDA Old Town Parking Lot Project. Minutes.csd\012803 2 Director Pratt expressed concern regarding the rising costs of this project. Although sharing his concerns regarding costs, President Comerchero stated he understands there were unique problems with the building necessitating these increases. He further commented that when the project is complete, these expenditures would be well justified. MOTION: Director Naggar moved to approve Consent Calendar Item No, 2. The motion was seconded by Director Stone and voice vote reflected unanimous approval. DIRECTOR OF COMMUNITY SERVICES REPORT None given. GENERAL MANAGER'S REPORT City Manager Nelson reported that the City has an excellent track record with controlling costs on CIP Projects, but occasionally circumstances beyond our control occur, and this is the situation with the Children's Museum. He further commented that once the Children's Museum opens, it would be something of which the City is very proud. BOARD OF DIRECTORS' REPORTS None given. ADJOURNMENT At 7:55 P.M., the Temecula Community Services District meeting was formally adjourned to Tuesday, December 17, 2002, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. ATTEST: Jeff Comerchero, President Susan W. Jones, CMC City Clerk/District Secretary [SEAL] Minutes.csd\012803 3 ITEM 2 APP ROVA,,~,,~ CITY ATTORNEY FINANCE D I R E C TO i.__'_'_'_'_'_'_'_'_'~4'''''' CiTY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Board of Directors Herman D. Parker, Director of Community Services(,~, February 11, 2003 Naming Policy for Parks and Recreation Facilities RECOMMENDATION: That the Board of Directors: 1. Approve the recommendation of the Community Services Commission to maintain the naming policy for parks and recreation facilities as currently written. 2. Direct the Community Services Department to initiate a community-wide campaign requesting park names for future park sites in the City. BACKGROUND: On April 23, 1991 the Board of Directors adopted a policy for naming parks and recreation facilities. This policy was developed to establish a uniform policy and procedure that identifies criteria for the naming of public parks and recreation facilities. At the July 23, 2002 Board of Director's meeting, the Board requested that staffwork with the Community Services Commission to review the existing naming policy and recommend appropriate changes or modifications. The Community Services Commission appointed Commissioners Tom Edwards and Jim Meyler to serve as a sub-committee and meet with staff to discuss and review the existing park naming policy. On November 18, 2002 the sub-committee and staff met to review our existing policy and how it has been utilized in the past years. The committee also reviewed and discussed the naming policy from other cities including the City of Corona, the City of Moorpark and the City of Rancho Cucamonga. After review of the policy and information, the sub-committee felt that our current naming policy is adequate and appropriate. It enables the City to name sites based on geographical location, historical significance or geological features. It also suggests that parks can be named for persons who have made a significant contribution towards the acquisition or development of parks or facilities and that have been an outstanding long-term community leader who has supported recreation and open space. In reviewing names of our current park sites it appeared to the sub-committee that the policy has been implemented appropriately and accurately. Sam Hicks Monument Park, Rotary Park, The Thomas H. Langley Amphitheater, Pala Community Park, Vail Ranch Park, Pablo ApEs Park, Paloma Del Sol Park and Long Canyon Creek Park are all named based on information received from the community for their geographical location, historical significance, geological feature or community contribution to parks. The sub-committee did suggest that the Community Services Department conduct a community campaign to gather a new list of proposed names for future park sites. They also suggested that future R:~ZIGLERG\?d~2PORT~021103 CC park naming policy.doc park names that are recommended to the Board of Directors be submitted along with a brief statement to explain how the Commission selected the name. At the January 13, 2003 Community Services Commission meeting, the Commissioners all supported and agreed with the position of the sub-committee that reviewed this issue. The Commission approved the sub-committee's recommendation and felt that the policy as currently written provides the City Council with ultimate flexibility when naming park and recreation facilities. The establishment of a new list of names from the community was also recommended. FISCAL IMPACT: None at this time. ATTACHMENTS: Current Naming Ordinance City of Corona Naming Ordinance City of Moorpark Naming Policy City of Rancho Cucamonga Naming Ordinance R:~ZIGLERG\REPORT~021103 CC park naming policy.doc RESOLUTION NO. CSD 92-08 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ADOPTING A POLICY FOR NAMING PARKS AND RECREATION FACILITIES WItEREAS, on April 23, 1991, the Board of Directors (the "Board") adopted a policy for naming parks and recreation facilities; and WItEREAS, the Community Services District and the Parks and Recreation Commission requests that the aforementioned policy be adopted by resolution; NOW, THEREFORE, THE BOARD OF DH1.ECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT DOES HEREBY, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the policy for naming parks and recreation facilities as set forth on Exhibit "A" is adopted establishing a uniform policy and procedure that identifies criteria for the naming of parks and recreation facilities. PASSED, APPROVED AND ADOPTED this 8th day of September, 1992. Ronald J. Parks, President ATTEST: Re,os CSD 92-08 STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) SS CITY OF TEMECULA ) I, June S. Greek, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. CSD 92-08 was duly adopted at a regular meeting of the City Council of the City of Temecula on the 8th day of September 1992 by the following roll call vote. AYES: 5 DIRECTORS: Birdsall, Moore, Lindemans, Mufioz Parks, NOES: 0 DIRECTORS: None ABSENT: 0 DIRECTORS: None ~--~)FClerk Exhibit "A" TENtECULA COIVh UNITY SERVICES DISTR/CT Naming Parks and Recreation Facilities PURPOSE TO establish a uniform policy criteria for the naming of parks and procedure that identifies and recreation facilities. POLICY The Park and Recreation Commission will be responsible for the selection of names for parks and recreation facilities. Once a name is selected, it will be forwarded to the Board of Directors for ratification. Staff will be responsible for encouraging citizens and come, unity organizations to suggest possible names that will then be forwarded to the Commission for consideration. At a minimum, each park and community building will be designated a name. Naming of specific areas within a park (garden, swimming pool, lake, ballfield, etc.) is acceptable but should be kept to a minimum to avoid confusion. No park shall be given a name which might be perceived as controversial by the community. All names selected shall be acceptable and meaningful to a majority of the neighborhood/community where the park or recreation facility is located. Priority in naming sites shall be given to geographical locations, historic significance or geologic features. No park shall.'be named for a person, except where an individual has made a significant financial contribution toward the acquisition and/or development of the park or facility, or has been an outstanding long-time community leader who has supported open space and recreational activities. Ail park and recreation facilities will be designated a formal name within six months of acquisition or construction. All parks shall have an entrance sign. Buildings will have an entrance sign and a plaque inside the facility for name identification. The name of a park or recreation facility may be changed only after a hearing is held by the Commission to receive community input and direction. No name shall be changed unless there is significant justification and support by the community. RESPONSIBILITY A TION Department Acquires a new park or recreation facility. Solicits possible names from community. Forwards suggested names to the Parks and Recreation Commission for consideration. Parks and Recreation Commission Receives any additional community input. Selects a name for the new park or recreation facility. Forwards name to City Council for ratification. Department 7. Installs the appropriate naming sign or plaque. B9/19/2002 02:37 909-279-3683 CORONA PARKS & REC R.~OLIfrlON NO.~ 98- 2/~ PAGE 81/82 RESOLUTION O1~ TI:IE CITY COUNCIL OF TI~ CITY OF CORONA, CALIFORNIA, ADOPTING A POLICY TO F3TABLISH FORMAL CRITERIA FOR NAMING CITY PAP, KS AND/OR CITY RECREATIONAL FACIIulTI~S ~AS, a formal policy to guide and dkect thc ln2m{~g of City park3 and/or other City facilities has not been adopted by the City Council; and WgII~REAS, in 1972, the City Council returned a park n~mlug policy procedure to the Parks and Recreation Con, mission without action, statin§ that the City Council "t~usted" the Parks ,,a Recreation Comrr~$sion to recommend park names consistent with the following criteria; 1. Street n~unes on which the parks are located; 2. Spanish surnames; 3. Names of early Corona settlers; 4. Names of deceased wax veterans of Corona WI~REAS, all City parks, with the exception of Jameson park and Contreras Park, have been named after the street they ara located on; and WI-IEREAS, The Parl~ and Recreation Commission recommends adding "n~mes that reflect Co~ona's heritage" as the fifth park naming criteria. · NOW, Ttt~REFORE, Big IT RESOLVED by the City Council of the Cit~ of Corona, that it hereby establishes a formal policy to guide and direct the naming of City parks and/or other recreational facilities u~g the following criteria: 1. Street names on which the parks md/or other recreational facilities are located; 2. Spanish surnames; -3.- 09/19/2002 02:37 S09-279-3683 CORONA PARKS & REC PAGE 82/82 Names of early Corona settlers; Names of deceased war vcteraus of Corona: Names that reflect Corona's heritage, BE IT FUR ..TH~_ ,R RF, SOLVF~ that thc Parks and Recreation Commission shall use this policy in considering and recommending names for City parks and/or other recreational facilitiei to Corona, C~l the City Council. ADOPTED this 1st day of April, 199~ ATTEST: City Clerk of the City of Cor~ld~la, ~al~omia -2- Proposed City Park Naming Policy 1. The City Council will direct thc Parks and Recreation Commission to make recommendations on names for all new park.projects during or bet'ore park construction~ 2. City parks may ~h/~ll be named in a manner which id~tifies the geographic location of each park. Whenever possible, the name of a street,-m'-the-st~eVlXm on which the park is located, ~,r,y~hall be part of the park name. In special circ,m~tances, park names ' ' ay · recognize a national or historical event, a Moorpark citizen who has ma.d~.~ignificant ~.~tributions to the city. or aurolpinent state or national tigure with close..tie~ to the city. 3. The City Council will consider the Parks and Recreation Commission's recommendations and will adopt the chosen park name by resolution. 5/30/2002 City Park Naming Policy (Adopted on August 10, 1994) .¸ The City Council will direct the Parks and Recreation Commission to make recommendations on names for all new park projects during or before park construction. city parks may be named in a manner which identifies the geographic location 'of each park. Whenever possible the name of a street, or the street upon which the park is located, may be part of the park name. In special' circumstances, park names could be designated to recognize a national or historical event. The City Council will consider the Parks and Recreation Commission's recommendations and will adopt the chosen'park name by resolution. REDEVELOPMENT AGENCY ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA REDEVELOPMENT AGENCY JANUARY 28, 2003 A regular meeting of the City of Temecula Redevelopment Agency was called to order at 7:55 P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula. ROLLCALL PRESENT: 5 AGENCY MEMBERS: Comerchero, Naggar, Pratt, Stone, and Roberts ABSENT: 0 AGENCY MEMBER: None Also present were Executive Director Nelson, City Attorney Thorson, and City Clerk Jones. PUBLIC COMMENTS No input. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of January 14, 2003. 2 Amendment to the Professional Services Af:treement with Keyser Marston Associates to provide Fiscal Analysis of Aqency Projects RECOMMENDATION: 2.1 Approve Amendment No. 1 to the Professional Services Agreement with Keyser Marston Associates (KMA) to provide fiscal analysis for the not to exceed amount of $25,500 and authorize the Executive Director of the Agency to execute the amendment. MOTION: Agency Member Naggar moved to approve Consent Calendar Item Nos. 1 and The motion was seconded by Agency Member Stone and voice vote reflected unanimous approval. AGENCY BUSINESS 3 Consideration of Cost Sharing for upgrade of Auto Mall Si,qn RECOMMENDATION: 3.1 Approve in concept an agreement for sharing costs with the Temecula Auto Dealers' Association for upgrades to the freeway Auto Mall sign and direct the City Attorney to prepare an agreement for format consideration by the Redevelopment Agency. R:~t4inutes.rd a\012803 1 Assistant City Manager O'Grady provided an overview of the staff repod (of record). Agency Member Pratt expressed opposition to this cost sharing agreement, stating he does not feel it is fair to other businesses in town. Assistant City Manager ©'Grady clarified that the Auto Dealers provide approximately 2 to 3 millions dollars in sales tax to the City as well as employing approximately 800 people. He further explained that the sign itself is a combination of existing sign potential, thus creating a single sign. This single sign not only cuts down visual pollution, but also provides come community benefit. City Manager Nelson further clarified this funding comes from RDA, and not General Fund monies. Dick Kennedy, representing the Temecula Auto Dealers Association, spoke in support of the cost sharing agreement for the Auto Mall Sign, stating he feels the agreement benefits not only the auto dealers, but the community as well. Agency Member Comerchero explained that the City has always looked at RDA expenditures, not as grants, but investment in local businesses, to ultimately become investments into the community. Agency Member Stone asked if the publicizing of community events would be made a part of the proposed cost sharing agreement. Assistant City Manager O'Grady reported that the agreement had not been drafted, however, it will be included in the agreement. Agency Member Stone voiced his support of this agreement for the following reasons: A. Sales tax revenue received from sources such as the Auto Dealers and the Regional Mall, are largely responsible for the sound economic base the City has developed. With these funds, the City is able to withstand State budget cuts, without compromising services or raising taxes. B. The sign is antiquated, and upgrades are needed. With these upgrades, sales will hopefully be boosted and community events can be publicized. Chairperson Rober[s voiced his support of the cost agreement, stating upgrades are badly needed to this sign. He further emphasized the point that if RDA funds are not utilized locally, they will be returned to the State. MOTION: Agency Member Comerchero moved to approve staff recommendation. The motion was seconded by Agency Member Stone and voice vote reflected approval with the exception of Agency Member Pratt who voted no. EXECUTIVE DIRECTOR'S REPORT Executive Director Nelson reported that a report will be given on the City Council Agenda, providing an update on the Governor's Proposal and how it will not only effect the City's General Fund, but also the Redevelopment Agency Fund. R:'~lin utes. rda\O 12803 2 AGENCY MEMBERS' REPORTS None given. ADJOURNMENT At 8:08 P.M., the Temecula Redevelopment Agency meeting was formally adjourned to Tuesday, February 11, 2003, in the City Council Chambers, 43200 Bus[ness Park Drive, Temecula, California. Ron Roberts, Chairman ATTEST: Susan W. Jones, CMC City Clerk/Agency Secretary [SEAL] R:~vlinutes.rda\012803 3 ITEM 2 APPROVAL CITY A'I-I'O RN EY DIRECTOR OF FINAN(~E CITY MANAGER CITY OF TEMECULA/TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Executive Director/City Manager Agency Members/City Councilmembers John Meyer, Redevelopment Director February 11, 2003 Loan Agreement for the Rehabilitation of Rancho Meadows Condominiums RECOMMENDATION: That the City Council: Adopt a Resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A HOUSING REHABILITATION LOAN FOR THE RANCHO MEADOWS HOUSING PROJECT AND RELATED DOCUMENTS 2. That the Temecula Redevelopment Agency adopt a Resolution entitled: RESOLUTION NO. RDA 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY APPROVING A HOUSING REHABILITATION LOAN FOR THE RANCHO MEADOWS HOUSING PROJECT AND RELATED DOCUMENTS BACKGROUND: Per the direction of the Agency Board, staff has been negotiating a Loan Agreement (Agreement) with the Rancho Meadows Homeowners Association Board (Association) for the rehabilitation of the Rancho Meadow Condominiums. Rancho Meadows is generally located at the northwest corner of La Paz and Hwy 79S. R:~owersj\Rancho Meadows\Staff report loan agreement 2-11-03. doc Affordable Housing Goals The Temecula Redevelopment Agency has been engaged in the development, rehabilitation and preservation of affordable housing since 1995. The Agency's Housing goals include: · Increasing, improving and preserving the supply of affordable housing · Upgrading the physical appearance of Project Area neighborhoods · Establishing new standards for the private development within Project Area neighborhoods Project Description Rancho Meadows is a 146-unit condominium project composed of two, three and four bedroom units. Rancho Meadows is over twenty years old and is showing signs of it age. The proposed rehabilitation work includes roofing, siding, painting, fencing, paving, garage doors and related items. Agency Assistance Last spring, the Association received a cost estimate of over $1.5 million to adequately rehabilitate the project. This amount of funding exceeds an amount the Board would otherwise be able to fund through a commercial loan. As a result, the Agency has agreed to provide 50% of the project costs up to $730,000 ($5,000 per unit). The Association has received a $1 million commercial loan through Mission Oaks Bank Loan Agreement Deal Points In order to facilitate the proposed project, the Agency and the Association will enter into a Loan Agreement to establish the terms and conditions surrounding the rehabilitation of the project. The following is a breakdown of the key deal points within the Agreement: The Agency will loan the Homeowners Association (Association) up to $730,000 ($5,000/unit) or 50% of the construction costs, whichever is less. The Association is expected to raise the balance of the construction costs through a commercial loan and reserves. The Association has secured a $1 million dollar loan through Mission Oaks Bank. Because the project is using affordable housing set-aside funds, the Agency will require 40% of the homeowners to accept a covenant that they meet the state affordability guidelines. Per State law, the resale restrictions established by the covenants, must remain on the units for a 45-year period. Equity shadng will be permitted after 15 years. The equity sharing formula is as follows: Years 16-35: 50% Homeowner, 50% RDA; Years 36-45: 75% Homeowner 25% RDA. A lien due and payable at sale or refinance of the property will be placed on all units. The homeowners accepting the affordability covenant will have a $2,800 lien and the remaining 80% of the homeowners will have a $6,500 lien. In order to simplify the agreement and make the covenant more attractive, repayment of the loan would occur only through the repayment of the liens. R:~Powersj\Rancho Meadows\Staff report loan agreement 2-11-0~doc The Agency reserves the right to have contract authority to monitor the management of the complex and obtain financial information concerning maintenance of the complex. The Agency reserves the right to approve both the selection and termination of the services of the property manager. CONCLUSION: This Agreement fulfills the requirements for the use of affordable housing funds and preserves affordable housing in the community. FISCAL IMPACT: The $730,000 is included in the ClP budget (Account 165-813-5804 as part of the Residential Improvement Program. Attachments: Site Plan Resolutions Loan Documents R:',Powersj~Rancho Meadows\Staff report loan agreement 2-11-0~doc City of Temecula /\/Streets I I Parcets I~ Parks Schools ~ Public Safety Facilities ~ Public Facil~es r--I c~ February 4, 2003 8,0 .__0 80 1 ~60 F~et RESOLUTION NO. RDA 03- A RESOLUTION OF THE CITY COUNCIL OF THE crfY OF TEMECULA APPROVING A HOUSING REHABILITATION LOAN FOR THE RANCHO MEADOWS HOUSING PROJECT AND RELATED DOCUMENTS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Temecula finds, determines and declares that: A. The Temecula Redevelopment Agency ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law ("CRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a · redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11,91-14, and 91-15 establishing the Temecula Redevelopment Agency and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Temecula Redevelopment Agency assumed jurisdiction over the Plan as of July 1, 1991. C. The Construction Loan Agreement and related documents ('Agreement") approved by this Resolution is intended to effectuate the Redevelopment Plan for the Agency's Redevelopment Project Area No. 1988-1, as amended, by (collectively the "Project"), to be sold exclusively to persons and families of Iow income as defined in Section 5009,3 of the California Health and Safety Code. D. The Agreement is also intended to effectuate the objectives of the Agency and the City of Temecula (the "City") in complying with their obligation to provide Iow and moderate income housing pursuant to the Health and Safety Code of California and the goals of the City's Housing Element to the Temecula General Plan, .The Developer's development of the Project and the fulfillment generally of this Agreement are in the best interest of the City and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements. R:~.ancho Meadows~CITY Res Rancho Meadows. DOC E. The purpose of this Loan Agreement is to further the Agency's affordable housing goals in the City of Temecula (the "City") by facilitating the rehabilitation of the common areas of the Property and increasing and improving the supply of affordable housing in the City (the 'Project'). F. The Property is comprised of 146 units (each, a "Unit" and collectively, the 'Units'). Many of the Units are inhabited by persons or families of moderate income as such term is defined by California Health and Safety Code Section 50093, as amended. G. The Agency desires to lend and the Borrower has agreed to borrow from the Agency the sum of (i) up to $730,000 ($5,000 per Unit), or (ii) 50% of the construction costs, whichever is less, for construction of the 'lmprovements'(as defined in the Agreement) that will be part of the Project described herein. F. The development of the Project as required by the Agreement will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area in that development of Project on the Site will: (1) Establish development standards and the rehabilitation and improvement of obsolete, deteriorating, and inappropriate buildings and housing stock; (2); and (3) preserve, improve, and expand housing opportunities for Iow income residents. G. The Agreement is consistent with the Redevelopment Plan and the Implementation Plan adopted by the Agency for the Project Area adopted by the Agency. H. The redevelopment of the Project site as provided in the Agreement and is consistent with the City's General Plan. I. The Agency Board has duly considered all terms and conditions of the proposed Agreement and believes that such agreement is in the best interests of the Agency and City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. J. This Agreement pertains to and affects the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 53511. Section 2. The City Council of the City of Temecula hereby further finds, determines and declares that: A. Section 33334.2, et seq. of the CRL authorizes and directs the Agency to expend a certain pementage of all taxes which are allocated to the .Agency pursuant to the CRL Section 33670 for the purposes of increasing, ~mprovlng and preserving the community's supply of housing available at afford- able housing costs to persons and families of Iow to moderate income, including lower income and very Iow income households. R:~Rancho Meadows~Crl'Y Res Rancho Meadows. DOC B. Pursuant to the CRL, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"). C. Pursuant to the CRL Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very Iow and lower income households, or persons and families of Iow or moderate income to the extent those households cannot obtain housing at affordable costs on the open market. D. Borrower proposes, with the assistance of the Agency, to develop the Project and upon completion to make available for the longest feasible period of time all of the housing units in the Project at affordable rents to Iow to moderate income households. E. Pursuant to Sections 33132, 33133, and 33600 of the CRL, the Agency may accept financial or other assistance from any public or private source, for the Agency's activities, powers, and duties, and expend any funds so received for any of the purposes of the CRL. F. The expenditures from the Housing Fund as contemplated by the Agreement approved by this Resolution will directly and specifically increase, improve, and preserve the community's supply of Iow and moderate income housing within the meaning of Health and Safety Code Section 33334.2 and will be of benefit to the Project Area by providing new housing which restricted so as to be affordable for occupancy by very Iow income, lower income and median income households. G. The California Legislature declares in Health and Safety Code Section 37000, et seq., that new forms of cooperation with the private sector, such as leased housing, disposition of real property acquired through redevelopment, development approvals, and other forms of housing assistance may involve close participation with the private sector in meeting housing needs, without amounting to development, construction or acquisition of Iow rent housing projects as contemplated under Article XXXIV of the State Constitution and that the Agreement approved hereby is not subject to the provisions of said Article Section 3. The City hereby finds and determines that the lien of the covenants required pursuant to the Agreement may be subordinated to financing for the Project because an economically feasible alternative method of financing the Project on substantially comparable terms and conditions, but without subordination, is not reasonably available. Section 4. While the City determines that participation in the feasibility analysis, financing, and development of the Project does not constitute development, construction or acquisition of a Iow-rent housing project within the meaning of Article XXXIV of the State Constitution, this Resolution is hereby deemed to constitute approval within the meaning of Health and Safety Code Section 37001.5 of a proposal which may result in housing assistance benefiting persons of Iow income. Section 5. The approval of this Agreement by the City constitutes an action by the City to implement an adopted Housing Assistance Plan by acquiring interests in housing units to assure they are affordable to persons of Iow and moderate income. R:~.ancho Meadows\CITY Rcs Rancho Meadows. DOC Therefore, the Project is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15326 of the CEQA Guidelines (Title 14 of the California Code of Regulations). The City Manager is directed to file a Notice of Exemption of this action as required by CEQA and the CEQA Guidelines. Section 6. The City Council of the City of Temecula hereby approves that certain agreement entitled "Construction Loan Agreement" between the City Council of the City of Temecula and Rancho Meadows Homeowner's Association as well as the "Restrictive Covenant and Regulatory Agreement" and the "Security Agreement" referred to therein, along with such changes in each such document as may be mutually agreed upon by the Developer and the City of Temecula as are in substantial conformance with the form of such Agreement which on file in the Office of the Agency Secretary. The Mayor of the City of Temecula is hereby authorized to execute the Construction Loan Agreement, Restrictive Covenant and Regulatory Agreement, and Security Agreement, including related exhibits and attachments on behalf of the Agency. A copy of said Agreements when executed by the Agency Chairperson shall be placed on file in the Office of the City Clerk. Section 7. The City Manager (or his designee), is hereby authorized, on behalf of the City, to take all actions necessary and appropriate to carry out and implement the Agreement and to administer the City's obligations, responsibilities and duties to be performed under the Agreement and related documents, including but not limited to the Promissory Note, Deed of Trust, Regulatory Agreement, acceptances, escrow instructions, certificates of completion and such other implementing agreements and documents as contemplated or described in the Agreement. Section 8. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED by the City Council of the City of Temecula at a regular meeting held on the 11th day of February 2003. ATTEST: Jeff Stone, Mayor Susan W. Jones, CMC City Clerk/Agency Secretary [SEAL] R:W~mcho Mea~ows~CITY Res Rancho Meadows. DOC STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan Jones, CMC, Secretary of the Temecula Redevelopment Agency, do hereby certi~ that Resolution No. RDA 03- was duly and regularly adopted by the Board of Directors of the Temecula Redevelopment Agency at a regular meeting thereof, held on the 11t~ day of February, 2003, by the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNClLMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk/Agency Secretary R:~Rancho Meadows~CITY Rcs Rancho Meadows.DOC RESOLUTION NO. RDA 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY APPROVING A HOUSING REHABILITATION LOAN FOR THE RANCHO MEADOWS HOUSING PROJECT AND RELATED DOCUMENTS THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors of the Temecula Redevelopment Agency hereby finds, determines and declares that: A. The Temecula Redevelopment Agency ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law ("CRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated, The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Temecula Redevelopment Agency and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Temecula Redevelopment Agency assumed jurisdiction over the Plan asofJuly 1, 1991. C. The Construction Loan Agreement and related documents ("Agreement") approved by this Resolution is intended to effectuate the Redevelopment Plan for the Agency's Redevelopment Project Area No. 1988-1, as amended, by (collectively the "Project"), to be sold exclusively to persons and families of Iow income as defined in Section 50093 of the California Health and Safety Code. D. The Agreement is also intended to effectuate the objectives of the Agency and the City of Temecula (the "City") in complying with their obligation to provide Iow and moderate income housing pursuant to the Health and Safety Code of California and the goals of the City's Housing Element to the Temecula General Plan. The Developer's development of the Project and the fulfillment generally of this Agreement are in the best interest of the City and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements. R:~Rancho Meadows\TRDA Rcs Rancho Meadows. DOC E. The purpose of this Loan Agreement is to further the Agency's affordable housing goals in the City of Temecula (the "City") by facilitating the rehabilitation of the common areas of the Property and increasing and improving the supply of affordable housing in the City (the "Project"). F. The Property is comprised of 146 units (each, a "Unit" and collectively, the "Units"). Many of the Units are inhabited by persons or families of moderate income as such term is defined by California Health and Safety Code Section 50093, as amended. G. The Agency desires to lend and the Borrower has agreed to borrow from the Agency the sum of (i) up to $730,000 ($5,000 per Unit), or (ii) 50% of the construction costs, whichever is less, for construction of the "lmprovements"(as defined in the Agreement) that will be part of the Project described herein. F. The development of the Project as required by the Agreement will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area in that development of Project on the Site will: (1) Establish development standards and the rehabilitation and improvement of obsolete, deteriorating, and inappropriate buildings and housing stock; (2); and (3) preserve, improve, and expand housing opportunities for Iow income residents. G. The Agreement is consistent with the Redevelopment Plan and the Implementation Plan adopted by the Agency for the Project Area adopted by the Agency. H. The redevelopment of the Project site as provided in the Agreement and is consistent with the City's General Plan. I. The Agency Board has duly considered all terms and conditions of the proposed Agreement and believes that such agreement is in the best interests of the Agency and City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. J. This Agreement pertains to and affects the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 53511. Section 2. The Board of Directors of the Temecula Redevelopment Agency hereby further finds, determines and declares that: A. Section 33334.2, et seq. of the CRL authorizes and directs the Agency to expend a certain percentage of all taxes which are allocated to the Agency pursuant to the CRL Section 33670 for the purposes of increasing, improving and preserving the community's supply of housing available at afford- able housing costs to persons and families of Iow to moderate income, including lower income and very Iow income households. R:LRancho Meadows\TRDA Res Rancho Meadows. DOC B. Pursuant to the CRL, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"). C. Pursuant to the CRL Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very Iow and lower income households, or persons and families of Iow or moderate income to the extent those households cannot obtain housing at affordable costs on the open market. D. Borrower proposes, with the assistance of the Agency, to develop the Project and upon completion to make available for the longest feasible period of time all of the housing units in the Project at affordable rents to Iow to moderate income households. E. Pursuant to Sections 33132, 33133, and 33600 of the CRL, the Agency may accept financial or other assistance from any public or private source, for the Agency's activities, powers, and duties, and expend any funds so received for any of the purposes of the CRL. F. The expenditures from the Housing Fund as contemplated by the Agreement approved by this Resolution will directly and specifically increase, improve, and preserve the community's supply of Iow and moderate income housing within the meaning of Health and Safety Code Section 33334.2 and will be of benefit to the Project Area by providing new housing which restricted so as to be affordable for occupancy by very Iow income, lower income and median income households. G. The California Legislature declares in Health and Safety Code Section 37000, et seq., that new forms of cooperation with the private sector, such as leased housing, disposition of real property acquired through redevelopment, development approvals, and other forms of housing assistance may involve close participation with 'the private sector in meeting housing needs, without amounting to development, construction or acquisition of Iow rent housing projects as contemplated under Article XXXIV of the State Constitution and that the Agreement approved hereby is not subject to the provisions of said Article Section 3. The Agency hereby finds and determines that the lien of the covenants required pursuant to the Agreement may be subordinated to financing for the Project because an economically feasible alternative method of financing the Project on substantially comparable terms and conditions, but without subordination, is not reasonably available. Section 4. While the Agency determines that participation in the feasibility analysis, financing, and development of the Project does not constitute development, construction or acquisition of a Iow-rent housing project within the meaning of Article XXXIV of the State Constitution, this Resolution is hereby deemed to constitute approval within the meaning of Health and Safety Code Section 37001.5 of a proposal which may result in housing assistance benefiting persons of Iow income. Section 5. The approval of this Agreement by the Agency constitutes an action by the Agency to implement an adopted Housing Assistance Plan by acquiring interests in housing units to assure they are affordable to persons of Iow and moderate R:LRancho Meadows\TRDA Res Rancho Meadows. DOC income. Therefore, the Project is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15326 of the CEQA Guidelines (Title 14 of the California Code of Regulations). The Executive Director of the Agency is directed to file a Notice of Exemption of this action as required by CEQA and the CEQA Guidelines. Section 6. The Board of Directors of the Temecula Redevelopment Agency hereby approves that certain agreement entitled "Construction Loan Agreement" between the Temecula Redevelopment Agency and Rancho Meadows Homeowner's Association as well as the "Restrictive Covenant and Regulatory Agreement" and the "Security Agreement" referred to therein, along with such changes in each such document as may be mutually agreed upon by the Developer and the Agency Executive Director as are in substantial conformance with the form of such Agreement which on file in the Office of the Agency Secretary. The Chairperson of the Agency is hereby authorized to execute the Construction Loan Agreement, Restrictive Covenant and Regulatory Agreement, and Security Agreement, including related exhibits and attachments on behalf of the Agency. A copy of said Agreements when executed by the Agency Chairperson shall be placed on file in the Office of the Secretary of the Agency. Section 7. The Executive Director of the Agency (or his designee), is hereby authorized, on behalf of the Agency, to take all actions necessary and appropriate to carry out and implement the Agreement and to administer the Agency's obligations, responsibilities and duties to be performed under the Agreement and related documents, including but not limited to the Promissory Note, Deed of Trust, Regulatory Agreement, acceptances, escrow instructions, certificates of completion and such other implementing agreements and documents as contemplated or described in the Agreement. Section 8. Resolution. The Secretary of the Agency shall certify the adoption of this PASSED, APPROVED AND ADOPTED by the Board of Directors of the Temecula Redevelopment Agency at a regular meeting held on the 11th day of February 2003. ATTEST: Ron Roberts, Chairperson Susan W. Jones, CMC City Clerk/Agency Secretary [SEAL] R:W~ancho Mcadows\TRDA Res Rancho Meadows. DOC STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan Jones, CMC, Secretary of the Temecula Redevelopment Agency, do hereby certify that Resolution No. RDA 03- was duly and regularly adopted by the Board of Directors of the Temecula Redevelopment Agency at a regular meeting thereof, held on the __ day of February, 2003, by the following vote, to wit: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: ABSTAIN: BOARDMEMBERS: Susan W. Jones, CMC City Clerk/Agency Secretary R:'~R. ancho Meadows\TRDA Res Rancho Meadows. DOC CONSTRUCTION LOAN AGREEMENT THIS CONSTRUCTION LOAN AGREEMENT (this "Agreement") is made and entered into effective as of the day of January, 2003 (the "Effective Date"), by and between the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), and RANCHO MEADOWS HOMEOWNERS ASSOCIATION, a California nonprofit mutual benefit corporation ("Association"). RECITALS: A. Association is a nonprofit corporation created for the purpose of maintaining, preserving and exercising architectural control of a condominium project commonly known as the Rancho Meadows Condominium Complex (the "Complex"), a common interest development located in the Temecula Redevelopment Project Area (the "Project Area") immediately south of the intersection of State Highway 79 and La Paz Road in the City of Temecula, County of Riverside, State of California, and is mom particularly described in Exhibit A attached hereto. B. The purpose of this Agreement is to (1) further Agency's affordable housing goals in the City of Temecula, California (the "City"), by increasing and improving the supply of affordable housing in the City, and (2) eliminate blight by facilitating the Association's reconstruction and rehabilitation of the Complex (collectively, the "Project"). C. The Complex is comprised of one hundred forty-six (146) condominium units (each, a "Unit" and collectively, the "Units"). Many of the Units are inhabited by persons or families of"Moderate Income" (as such term is defined by California Health and Safety Code Section 50093). D. Agency has agreed to lend, and Association has agreed to borrow, fifty percent (50%) of the construction costs of the Project or Seven Hundred Thirty Thousand Dollars ($730,000), whichever is less (the "Loan"). E. The Project is in the best and vital interests of Agency and the City, and the health, safety and welfare of the residents and taxpayers in the City, and is in accord with the public purposes and provisions of applicable state and local laws. Completion of the Project will eliminate significant blight in the community and improve housing conditions for the low to Moderate Income persons and families as required by the Housing Element of the General Plan and the Redevelopment Implementation Plan for the Project Area. AGREEMENT: NOW, THEREFORE, AGENCY AND ASSOCIATION AGREE AS FOLLOWS: 1. Amount. The Loan shall be in an amount equal to fifty percent (50%) of the construction costs of the Project up to a maximum of Seven Hundred Thirty Thousand Dollars ($730,000) (the "Loan Amount"). The Loan shall also include any advances by Agency to Association in excess of the Loan Amount. 11087~0014\666173.9 1 2. Terms. 2.1 Agency agrees to lend the Loan Amount to Association, and Association agrees to borrow the Loan Amount from Agency. The Loan shall be evidenced by and conditioned upon Association's execution of (i) this Agreement, (ii) an Assignment of Assessment Rights (in a form reasonably acceptable to Agency), (iii) a Promissory Note (in a form reasonably acceptable to Agency), and (iv) such other documents (in a form reasonably acceptable to Agency) as Agency may require in Agency's sole and absolute discretion (collectively, the "Loan Documents"). 2.2 Except in connection with an "Event of Default" (as defined below), the Loan shall not accrue interest. The outstanding principal balance of the Loan shall be due and payable on the forty-fifth (45th) anniversary of the Effective Date (the "Maturity Date"); provided, however, that if an Event of Default has not occurred, then Agency shall forgive the outstanding principal balance of the Loan on the Maturity Date. In the event of any inconsistency between the terms of this Agreement and the terms of the Note, the terms of the Note shall control. 2.3 The Loan may be prepaid at any time and from time to time, in whole or in part, without penalty; provided, however, that Association shall have no right to re-borrow any such prepaid mounts. 2.4 Notwithstanding anything to the contrary in this Section 2, the loan shall be repaid as follows: 2.4.1 In the event that the ownership of a Unit is transferred or a Unit is refinanced for a purpose other than constructing improvements to such Unit, then the lien of the "Deed of Trust" (as defined below) affecting such Unit shall be reconveyed provided that the transferor/owner of such Unit repays to Agency the amount of the Loan secured thereby, which payment shall reduce the outstanding principal balance of the Loan. 2.4.2 Absent a transfer or refinancing (for a purpose other than constructing improvements) of a Unit, no owner of a Unit shall have several or individual liability for the repayment of the Loan, except to the extent that each such owner is individually obligated to pay regular and/or special assessments to Association. 3. Use of Proceeds. Association shall use the Loan Amount for the sole purpose of paying for costs of the Project, including, but not necessarily limited to, the repair and rehabilitation of roofs, exterior walls, landscaping and deteriorated private streets and drives that are part of the Complex. The Project shall be completed in compliance with all applicable federal, state and local codes and regulations, including the American's with Disabilities Act. 4. Cost Breakdown; Plans and Specifications. Association shall prepare and deliver to Agency a cost breakdown for the Project itemizing the work to be completed (including soft costs such as the fees of architects or building permits) and the costs thereof (collectively, the "Cost Breakdown"). Association shall also deliver to Agency copies of any plans and specifications for the Project in sufficient detail to allow Agency to confirm that the Project Costs are reasonable (collectively, the "Plans and Specifications"). 11087\0014\666173.9 2 5. Conditions to Closing. As a condition precedent to Agency's obligation to disburse proceeds of the Loan, Association shall: 5.1 Provide evidence satisfactory to Agency (in its reasonable discretion) that the Loan Amount, together with the amount(s) of the other (commercial) construction loan(s) to be obtained by Association (the "Commercial Loan"), will be sufficient to cover the Project Costs in order to complete the Project; 5.2 Execute the Loan Documents; 5.3 Facilitate the execution of a Reslxictive Covenant and Regulatory Agreement (in a form reasonably acceptable to Agency) by each of the owners of not less than fifty-nine (59) of the Units insuring that (i) such owners meet the affordable housing income limitations for persons or families of Moderate Income, and (ii) such Units will remain available as affordable housing for a period of not less than forty-five (45) years (the "Restrictive Covenant"); 5.4 Facilitate the execution of a Deed of Trust by each owner of a Unit to secure a portion of the Loan Amount as follows (the "Deed of Trusf'): 5.4.1 Two Thousand Eight Hundred Dollars ($2,800) for those Units against which the Restrictive Covenant is recorded; and 5.4.2 Six Thousand Five Hundred Dollars ($6,500) for those Units against which the Restrictive Covenant is recorded. The lien of each Deed of Trust shall be reconveyed as provided in Section 2.4 or upon the Maturity Date, whichever occurs first. 5.5 The Cost Breakdown and the Plans and Specifications have been delivered to, and reviewed and approved (in its reasonable discretion) by, Agency; 5.6 Provide evidence satisfactory to Agency (in its reasonable discretion) that Association has obtained the insurance required pursuant to Section 21; and 5.7 Facilitate the execution of an opinion from Association's counsel (in a form reasonably acceptable to Agency's counsel), that Association's obligations under the Loan Documents are binding obligations of Association and are enforceable in accordance with their terms. 6. Disbursement Procedure. 6.1 In the event Agency and the lender of the Commercial Loan (the "Commercial Lender") agree (in their sole and absolute discretion) upon the terms and conditions of an escrow and fund control agreement (the "Fund Control Agreement"), then Agency shall disburse the Loan Amount to the Commercial Lender for disbursement to, or on behalf of, Association in accordance with the Fund Control Agreement. 11087~0014\666173.9 3 6.2 In the event Agency and the Commemial Lender do not enter into the Fund Control Agreement, Agency shall disburse proceeds of the Loan to, or on behalf of, Association for fifty percent (50%) of the costs of the Project actually incurred by Association in accordance with the Cost Breakdown. 6.2.1 Amounts to be disbursed pursuant to this Section 6.2 shall be paid from time to time as construction work progresses, upon presentation to Agency, or Agency's designee, of a disbursement request signed by one or more persons authorized by Association, subject to the terms and conditions set forth herein. Association shall deliver to Agency disbursement requests no more frequently than twice per month, and all disbursement requests shall be accompanied by a current summary of the Project in accordance with Section 7. At Agency's option, payments may be made by joint checks to Association and Association's contractor or subcontractors. Agency reserves the right to retain a disbursement or construction contractor to administer the Loan, at Association's sole cost and expense. The proceeds of the Loan to be disbursed for each item shall not exceed fifty percent (50%) of the amount specified therefor in the Cost Breakdown; provided, however, that Association may, with Agency's prior consent, deviate from the amount of a particular line item if, and only to the extent that, Association can demonstrate to Agency's reasonable satisfaction that any increase in such item will be offset by an equivalent decrease in one or more other line item amounts, or that Association shall obtain funds from a different source to pay for the additional amounts. Association shall not change or consent to any change of the Plans and Specifications without the prior consent of Agency. Association may utilize funds allocated to the "contingency" or "miscellaneous" line items only for the payment of customary and reasonable costs and expenses of labor and material incorporated into the Project. Each request for a disbursement of proceeds of the Loan shall be accompanied by original paid invoices plus any other contracts or other data that support the payment requested as Agency may request. Notwithstanding any provision herein to the contrary, Agency may require prior to disbursement of any proceeds of the Loan: (i) the submission of proof of the delivery to the Complex and/or incorporation into the Complex of all labor and/or materials, and the submission of labor and/or material releases on appropriate statutory mechanics lien release forms, as well as such other supporting affidavits, invoices and/or statements as Agency may reasonably specify; (ii) inspection, at Association's sole cost and expense, of the labor and/or materials for which payment is sought, by a qualified professional designated by Agency, to assure the quality and completion or incorporation thereof into the Complex; (iii) the submission by Association to Agency of the names and addresses of all persons who have or will perform or furnish any work, labor or materials in connection with the Project for which the disbursement of proceeds of the Loan is requested; and (iv) the submission of proof that a period of twenty (20) days has expired after the furnishing of the labor, services and/or materials for which the disbursement request is presented and that no preliminary notice describing such labor, services and/or materials has been served upon Agency except by the person named in the disbursement request. Agency will disburse proceeds of the Loan to Association from time to time in amounts necessary to reimburse Association for fifty percent (50%) of sums actually expended by Association in connection with the Project. Agency reserves the right to withhold payments (and to receive a refund if the disbursement of proceeds of the Loan has already been made) to the extent Agency has evidence that the party to whom the disbursement of proceeds of the Loan would be made (or has been made) is a party other than the party that provided the labor or material for which the payment would be made (or has been made); provided, however, that Association shall have the right and oppommity to cure any 11087\0014\666173.9 4 alleged misallocation by presenting other evidence to Agency. Association shall not be entitled to receive any funds for materials or labor not actually incorporated into or used for the Complex. Agency reserves the fight to modify the disbursement method described herein. Agency may make such disbursement in Agency's sole and absolute discretion notwithstanding the fact that the Loan is not "in balance" or that an Event of Default has occurred and is continuing. 6.2.2 Prior to each disbursement of proceeds of the Loan under this Section 6.2, Association shall furnish Agency with (i) a certificate from Association certifying completion of the work for which payment is requested, (ii) the actual cost to complete any item in progress (or if the actual cost to complete any item is unavailable, Association's best estimate of the actual cost to complete each item), and (iii) the amount currently requested for each item and the balance to be paid for each item. 6.2.3 Agency shall retain ten percent (10%) of the Loan Amount until the final payment and such final payment shall not be until the occurrence of: 6.2.3.1 The expiration of sixty-five (65) days from the recordation date of a Notice of Completion for the Project (which Association agrees to record promptly within the times specified by law for the recording of such Notice of Completion), and the settlement and discharge of all liens and charges claimed by persons who supplied either labor or materials for the construction of the Project; or 6.2.3.2 The expiration of thirty-five (35) days from the date that all of the following items are satisfied: (i) all relevant unconditional labor and material releases are submitted; (ii) the Project is complete and all contract requirements have been fulfilled; (iii) the invoice for the contract retention has been submitted and approved by Agency; (iv) evidence that the Project has been inspected and approved by the appropriate govemmental agencies; (v) no liens have been filed on the job by or against the particular contractor requesting payment of retention; and An unconditional release upon final payment has been signed and delivered by the general contractor. 7. Construction Reports. Association agrees to deliver, or cause to be delivered, to Agency and any party designated by the Agency, on a monthly basis, a summary report detailing the status of the Project, including percentage of completion by budget category, percentage of funds expended to date (including sums for which reimbursement is being sought), description of third party defaults and any deviations in budget or time schedules. 8. Completion of Construction. Association agrees to commence and complete construction of the Project on or before ___, __ (the "Completion Date"). Any prevention, delay or stoppage in the Project resulting from acts of God, war, inclement weather or other matters or causes beyond the control of Association (but not acts requiring the payment of money or the obtaining of financing) shall, provided that Association provides Agency with notice describing the force majeure event causing a delay, extend the Completion Date for a period or periods equal to any such prevention, delay or stoppage, but in no event shall the amount of all such extensions exceed one hundred twenty (120) days in the aggregate. 11087\0014\666173.9 5 9. Management of Complex. Association agrees that the Complex shall be preserved and maintained at al times prior to the Maturity Date in good condition and repair so as to provide safe and sanitary housing, and in conformance with all applicable ordinances, statutes and regulations promulgated by any governmental entity having jurisdiction over the Complex. 9.1 The Complex shall at all times prior to the Maturity Date be managed by a professional managing agent consistent with the provisions set forth in California Civil Code Sections 1363, et seq. (the "Managing Agent"). Association shall submit the identity of, and background, experience and financial condition information related to, any proposed Managing Agent for Agency's reasonable approval. 9.2 Association shall cooperate with Agency in an annual review of management practices, in connection with which Agency shall have the right to review Association's annual pro forma operating budget; provided, however, that Agency reserves the right to conduct reviews more frequently at its sole and absolute discretion. The purpose of each annual review will be to enable Agency to determine if the Complex is being operated and managed in accordance with the requirements and standards of this Agreement. 9.3 Any contract for the operation or management of the Complex executed by Association and the Managing Agent shall provide that such contract can be terminated within thirty (30) days. 10. Mechanic's Liens. In the event of the filing of a lien notice or the recording of a mechanic's lien pursuant to applicable law of the State of California relating to works of improvement upon real property, Agency may summarily refuse to honor any requests for a disbursement of proceeds of the Loan pursuant to this Agreement until Association furnishes to Agency either a release or a bond causing such notice or lien to be released. If Association fails to deliver such release or bond within ten (10) days of notice from Agency to do so, such failure shall, at the option of Agency, constitute an Event of Default. 11. Stop Notices. In the event of the filing with Agency of a stop notice or the recording of a mechanic's lien pursuant to Title 15, Part 4, Division 3 of the California Civil Code relating to works of improvement upon real property, Agency may withhold fi'om any disbursement of proceeds of the Loan pursuant to this Agreement an amount equal to one hundred fifty percent (150%) of the amount of the stop notice or lien until such time as Association furnishes Agency with a bond causing such notice or lien to be released. 12. Diligence in Constmcflon. Association shall diligently pursue the completion of the Project in accordance with the Plans and Specifications in a good and workmanlike manner, and with ail requirements of all governmental entities having or asserting jurisdiction with respect thereto, and shall pay the cost thereof. Association shall comply with all federal, state and local laws, statutes, roles and regulations applicable to the Project. 13. Loan Balancing. Agency shall be obligated to disburse proceeds of the Loan only when all conditions to Agency's obligation to do so have been satisfied and the Loan is "in balance." The Loan shall be "in balance" only at such times that Agency reasonably determines 11087X0014\666173.9 6 that the undisbursed Loan Amount (combined with the undisbursed amount of the Commercial Loan) shall be sufficient to complete and pay all costs of the Project. In order to demonstrate that the Loan is "in balance," Association shall have the right from time to time to submit revised Cost Breakdowns reflecting savings and additional expenditures in line items, which revised Cost Breakdowns shall be subject to Agency's reasonable review and approval. If and whenever Agency shall determine and notify Association that the Loan is not "in balance," then Agency shall have the right to demand that Association advance all funds required to complete the Project until the Loan is "in balance." 14. Construction Compliance. The Project shall be completed substantially in accordance with the Plans and Specifications, and shall otherwise comply with all applicable governmental restrictions and covenants, conditions, restrictions and easements of record. Agency and Agency's agents shall have the fight at all times to enter upon the Complex during the Project and, if Agency reasonably determines that the Project is not in conformance with the Plans and Specifications and/or the terms of the Loan Documents, Agency shall have the right to stop the work and order its replacement whether or not the unsatisfactory work has theretofore been incorporated in the Complex, and to withhold all further disbursements of proceeds of the Loan until such work is satisfactory; and if the work is not made satisfactory to Agency within fifteen (15) days from the date of stoppage by Agency, such failure to do so shall constitute an Event of Default; provided, however, that if the nature of the correction is such that correction requires more than fifteen (15) days to correct, then no Event of Default shall exist if, within such fifteen (15) day period, Association commences such correction and pursues correction diligently to completion thereafter. Association agrees that Agency is under no obligation to construct or supervise the Project and that any inspection by Agency of the Project is for the sole purpose of protecting Agency and is not to be construed as an acknowledgment, acceptance or representation by Agency that there has been compliance with the Plans and Specifications, or that the Project is free of defects or of faulty materials or workmanship. Association shall make or cause to be made such other inspections as Association may desire for Association's own protection. 15. Agency's Remedies. If Agency should, pursuant to any express provision of the Loan Documents, or in the exercise of Agency's rights provided by law, cure any default of a mortgage, pay any taxes that are delinquent, or expend any other sums to protect Agency's security interest in the Complex, such expenditures shall, at Agency's option, be charged against Agency's disbursement obligations as advances of proceeds of the Loan, or shall be considered additional advances thereunder. 16. Notice of Completion. Association shall, upon the reasonable request of Agency, sign and file for record any notices of completion, notices of cessation of labor or any other notice or written document that Agency may deem necessary to file or record to protect Agency's security interest in the Complex. 17. Non-liabiliW to Contractors. Agency shall in no way be liable for any act or omission of Association, the architect, general contractor, any subcontractor, any agent of any of them, or any person furnishing labor and/or materials used in or related to such construction. Association shall indemnify, defend, protect and hold harmless Agency on account of any claims that may be made against Association by the architect, general contractor, any subcontractor, any 11087\0014\666173.9 7 agent of any of them, or any person furnishing labor and/or materials used in or related to such construction, or any third party on account of any work performed or materials provided by any of them. 18. Failure to Complete Construction. Should Association fail to complete the Project in accordance with this Agreement, then Agency may, at Agency's option, notify Association that Agency intends to declare an Event of Default, and if Association has not cured such failure with fifteen (15) days, then such failure to proceed diligently shall, without further notice, constitute a non-curable Event of Default. Thereafter, Agency may, at Agency's option, enter into contracts for or proceed with the completion of the Project and pay the cost thereof, plus a fee for supervision of construction equal to fifteen percent (15%) of the amount expended, disbursing ail or any part of the proceeds of the Loan for such purposes. In the event the reasonable cost of completing the Project, plus such fee amount, exceeds the undisbursed Loan Amount, then such additional costs may be paid for by Agency, and the amount of such payment shall be deemed to be an additional loan by Agency to Association and the repayment thereof, together with interest thereon at the rate of eight percent (8%) per annum, shall be secured by the Loan Documents and shall be repaid by Association within ten (10) days after the completion of the Project. Association authorizes Agency, at Agency's option, at any time during the continuance of an Event of Default, either in Agency's own name or in the name of Association, to do any and ail things that are necessary or expedient in the opinion of Agency to secure the performance of the construction contracts and to secure the erection and substantial completion of the Project in accordance with the Plans and Specifications, and to do any and every act or thing pertaining to or arising out of the completion of the Project or any contract therefor, including disbursing proceeds of the Loan for such purposes. In addition to such specific rights and remedies, Agency shall have the right to avail itself of any other rights or remedies to which Agency may be entitled under any existing law or laws. 19. Preliminary Notices. Association agrees that copies of all preliminary notices delivered pursuant to California Civil Code Section 3097 shall be promptly delivered to Agency. Association further agrees that Agency and Agency's agents shall have the right at all times to enter upon the Complex and post such notices and other written or printed material thereon as Agency may deem necessary or desirable for its protection as a lender. 20. Hazardous Materials. Association shall not release or permit the release of "Hazardous Materials" (as defined in Exhibit B attached hereto) into, onto, beneath or from the Complex, and any such release shall constitute an Event of Default. Agency shall have the right to suspend the disbursement of proceeds of the Loan if it has a reasonable belief that such a release has occurred. Agency may, upon reasonable notice, enter and inspect the Complex for the purpose of determining the existence, location, nature and magnitude of any past or present release of Hazardous Materials into, onto, beneath or from the Complex if its has a reasonable belief of the existence thereofi 21. Insurance. 21.1 At all times prior to the Maturity Date, Association shall obtain and maintain, at no cost or expense to Agency, with a reputable and financially responsible insurance company reasonably acceptable to Agency, commercial broad form general public liability 11087\0014\666173.9 8 insurance, insuring Association against claims and liability for personal injury, death or property damage arising from the use, occupancy, condition or operation of the Complex, which insurance shall provide combined single limit protection, including contractual liability, of at least Three Million Dollars ($3,000,000). Such insurance shall name Agency, the City and their respective officers, directors, members, agents, employees, representatives and servants (collectively "Representatives"), as additional insureds thereunder. 21.2 At all times prior to the Maturity Date, Association shall provide Agency with evidence that Association maintains in fome a policy of fire and extended coverage insurance, covering loss or damage to the Complex, in the amount of the full replacement value thereof, as the same may exist from time to time, but in no event less than the replacement value of all portions of the Complex that constitute improvements or the outstanding principal balance of the Loan, whichever is greater. During the Project, Association shall maintain a policy of builder's risk insurance acceptable to Agency. Association shall name Agency and the City as loss payees on all such policies. So long as an Event of Default is not continuing, Agency shall disburse proceeds from such policies in accordance with the procedures established by this Agreement for the disbursement of proceeds of the Loan on the condition that such insurance proceeds, together with any additional funds deposited with Agency by Association, are sufficient to restore and rebuild the Project. 21.3 Association shall also furnish or cause to be furnished to Agency evidence satisfactory to Agency that any contractor with whom Association has contracted for the performance of work on the Complex or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. 21.4 With respect to each policy of insurance required above, Association shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carder on the insurance carrier's form setting forth the general provisions of the insurance coverage. These countersigned certificates shall name Agency, the City and their Representatives as additional insureds under those policies. Association shall furnish the required certificates prior to commencement of the Project. 21.5 All such policies required by this Section 21 shall be nonassessable and shall contain language to the effect that (i) the policies are primary and noncontributing with any insurance that may be carded by Agency, the City, or both, (ii) the policies cannot be canceled or materially changed, or the scope or amount of coverage thereunder reduced, except after thirty (30) days notice by the insurer to Agency and the City, and (iii) neither Agency nor the City shall be liable for any premiums or assessments. All such insurance shall have deductibility limits reasonably satisfactory to Agency and shall contain cross liability endorsements. 22. Representations and Warranties. Association makes the following representations and warranties as of the date of this Agreement and agrees that such representations and warranties shall survive and continue after the Loan is paid: 22.1 Association has complied with all laws and regulations concerning Association's organization, existence and transaction of business. Association has the right and power to complete the Project as contemplated by the Loan Documents. Association has, or, at 11087\0014\666173.9 9 all appropriate times, shall have, properly obtained, all permits, licenses and approvals necessary to complete the Project and in so doing has, or shall have (as appropriate), substantially complied with the Plans and Specifications and ail applicable statutes, laws, regulations and ordinances. 22.2 Association has full right, power and authority to execute and deliver the Loan Documents and to perform the undertakings of Association contained in the Loan Documents. The Loan Documents constitute valid and binding obligations of Association that are legally enforceable in accordance with their terms, subject to the laws of bankruptcy, creditor's rights exceptions, and equity. 22.3 To the best of Association's knowledge, none of the undertakings of Association contained in the Loan Documents violates any applicable statute, law, regulation or ordinance or any order or ruling of any court or governmental entity, or conflicts with, or constitutes a breach or default under, any agreement by which Association or the Complex are botmd or regulated. 22.4 To the best of Association's knowledge, all financial information delivered to Agency by Association, including information relating to Association and the Complex, fairly and accurately represents such financial condition. No material adverse change in such financial condition has occurred. 22.5 To the best of Association's knowledge, Association is not in violation of any statute, law, regulation or ordinance, or of any order of any court or governmental entity. Association has no actual knowledge of any claims, actions or proceedings pending or threatened against Association or affecting the Complex that are not covered by insurance, other than those disclosed to Agency in writing. 22.6 To the best of Association's knowledge, all documents, reports, instruments, papers, data, information and forms of evidence delivered to Agency by Association with respect to the Loan are accurate and correct, are complete insofar as completeness may he necessary to give Agency tree and accurate knowledge of the subject matter thereof, and do not contain any materiai misrepresentation or omission. Agency may rely on such reports, documents, instruments, papers, data, information and forms of evidence without any investigation or inquiry, and any payment made by Agency in reliance thereon shall be a complete release in Agency's favor of all sums so paid. 22.7 The sum of the Loan, combined with the additional construction financing which Association is obligated to obtain from a commemial lender and/or reserves, is not less than the amount necessary to complete the Project. 22.8 Association has filed ail federal, state, county and municipal tax returns required to have been filed by Association and has paid all taxes which have become due pursuant to such returns or to any notice of assessment received by Association. Association has no knowledge of any basis for additional assessment with respect to such taxes. 22.9 To the best of Association's knowledge, ail utility services necessary for the occupancy of the Complex, including gas, water, sewage, electrical and telephone, are available at or within the boundaries of the Complex or all steps necessary to assure that such 11087\0014\666173.9 10 utility services will be available upon completion of the Project have been taken by Association. 22.10 No materials, equipment, fixtures, carpets, appliances or any other part of the Project shall be purchased or installed under conditional sales agreements, leases, or under other arrangements wherein the fight is reserved or accrues to anyone to remove or to repossess any such items. This Section 22.10 shall not be construed to prohibit the leasing of tools used for the Project. 23. Defaults and Remedies. 23.1 The occurrence of a breach and the expiration of any applicable notice and cure period provided below shall constitute an "Event of Default." Upon notice to Association (except for the occurrence of any of the Events of Default described in Sections 23.1.4 and 23.1.5, in which event no notice shall be required), the occurrence of any one or more of the following shall constitute an "Event of Default:" 23.1.1 If Association fails to pay by the due date any sums or amounts due Agency under the Loan Documents; 23.1.2 If Association breaches any warranty or representation under the Loan Documents or fails to comply with, perform or observe any of the covenants made by Association in the Loan Documents; 23.1.3 If Association should commit a breach or default under any of the other Loan Documents; 23.1.4 If Association admits in writing its inability to pay its debts when due; or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee or similar officer for Association, for all or any substantial part of its assets; or institutes (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debts, dissolution, liquidation, or similar proceedings relating to Association; or 23.1.5 Ifa receiver, trustee or similar officer is appointed for Association and for all or any substantial part of its assets without the application or consent of Association, and such appointment continues undischarged for a period of sixty (60) days; or any bankruptcy, insolvency, reorganization, arrangements, readjustment of debt, dissolution, liquidation or similar proceedings is instituted (by petition, application or otherwise) against Association and remains undismissed for a period of sixty (60) days. 23.2 Except for the Events of Default described in Section 23.1 and except for any Event of Default specifically setting forth its own cure period herein, any Event of Default is curable and shall be deemed cured, if: 23.2.1 As to any Event of Default that is not curable by the payment of money, Association cures such Event of Default within thirty (30) days after notice of such Event of Default from Agency, or if the cure of such Event of Default reasonably requires more than thirty (30) days to complete, if Association diligently commences to cure such Event of 11087~0014\666173.9 11 Default within thirty (30) days after receipt of Agency's notice of Event of Default and thereafter diligently prosecutes such cure to completion in a reasonable time; provided, further, that the Event of Default must be cured, in any event, within ninety (90) days of receipt of such notice; and 23.2.2 As to any Event of Default that is curable by the payment of money, Association cures such Event of Default within five (5) days after receipt of Agency's notice thereof. 23.3 If an Event of Default occurs, then, in addition to any other remedies available to Agency at law and equity: (i) Agency may terminate the Loan Documents and Agency shall be released from any and all further obligations to Association under the terms thereof; (ii) Association shall be liable to Agency for any damages caused by such Event of Default, and Agency may thereafter commence an action for damages against Association with respect thereto; (iii) Agency may, at Agency's option, thereafter commence an action for specific performance of the terms of this Agreement or any other agreement between Association and Agency pertaining to such Event of Default; and/or (iv) all proceeds of the Loan that have been disbursed by Agency shall, at the option of Agency, immediately become due and payable. Agency's rights and remedies hereunder include recovery of improper disbursements and overpayments. 23.4 Except as otherwise expressly provided herein, any failure or delay by Agency in asserting any of Agency's rights or remedies as to any Event of Default shall not operate as a waiver of any subsequent Event of Default or of any such rights or remedies or otherwise deprive Agency of its right to institute and maintain any actions or proceedings that Agency may deem necessary to protect, assert or enforce any such rights or remedies. 23.5 The laws of the State of Califomia shall govern the interpretation and enforcement of this Agreement. Any action must be instituted in either the Superior Court of the County of Riverside, State of California, or in an appropriate court in such County. 23.6 Except as otherwise expressly stated in this Agreement, the rights and remedies of Agency are cumulative, and the exercise by Agency of one or more of such rights or remedies shall not preclude the exercise by Agency, at the same time or different times, of any other rights or remedies for the same Event of Default or any other Event of Default. 24. No Waiver; Remedies Cumulative. No disbursement of Loan proceeds shall constitute a waiver of any conditions to Agency's obligation to make further disbursements nor, in the event Association is unable to satisfy any such conditions, shall any such waiver have the effect of precluding Agency from thereafter declaring such inability to constitute an Event of Default. No disbursement of proceeds based upon inadequate or incorrect information shall constitute a waiver of a right to receive a refund thereof. No failure or delay on the part of Agency in the exercise of any power, right or privilege hereunder or under any of the other Loan Documents shall impair such power, right or privilege or be construed to be a waiver of any Event of Default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing under this Agreement or the other Loan 11087\0014\666173.9 12 Documents are cumulative to and not exclusive of any rights or remedies otherwise available. Agency's acceptance of less than the entire amount due for any payment on the Note shall not constitute a waiver by Agency to thereafter demand the entire amount due. 25. Disbursements in Excess of Loan Amount. In the event the total disbursements by Agency to Association exceed the Loan Amount, the total of all disbursements shall be evidenced and secured by the Loan Documents. 26. Empowerment of Agency. Association does hereby empower and authorize Agency to sign and file for record any notice or written document that Agency may deem necessary to file or record to protect Agency's security interest in the Complex. 27. Association's Indemnity of Agency and City. Association hereby agrees to, and shall defend, indemnify and hold Agency, the City and their Representatives harmless from and against all liabilities, losses, damages, costs, expenses, or liabilities, including attorneys' fees and court costs, arising from, in connection with or in any way resulting from (i) an Event of Default, (ii) Association's negligence or intentional misconduct with respect to the Complex, or (iii) the Project, including any act or omission of Association, the general contractor, the architect, any agent of any of them or any person furnishing labor and/or materials used in or related to the Project. Agency shall have no liability whatsoever for any acts or omissions of Association or its architects, contractors, or agents or any one of them, or any other pemon furnishing services, labor and/or material to Association in connection with the Project, except to the extent that Agency commits an act of active negligence that causes any negligent act or omission by Association or its architects, contractors, agents or any one of them. 28. Assignment of Agreement and Transfer. No assignment or transfer, voluntary or involuntary, may be made of this Agreement or of any right hereunder, and no attempted transfer shall be binding upon or in any way affect Agency without Agency's prior consent, which may be withheld in Agency's sole and absolute discretion. Association acknowledges that the identity of Association is of particular concern to Agency, and it is because of Association's identity that Agency has entered into this Agreement with Association. No voluntary or involuntary successor in interest of Association shall acquire any rights or powers under this Agreement. A violation of these assignment/transfer restrictions by Association shall constitute an Event of Default. 29. Obligation to Refrain from Discrimination. There shall be no discrimination against or segregation of any person, or group of persons, by Association, on account of sex, marital status, age, handicap, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Complex. 30. Severability. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law. 11087\0014\666173.9 13 31. Notices. Except as otherwise required by law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder (or under any of the other Loan Documents) shall not be effective unless it is given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned: To Agency: Temecula Redevelopment Agency 43200 Business Park Drive Temecula, California 92590 Telephone: (909) 694-6444 Facsimile: (909) 694-1999 Attention: Executive Director With a copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071-3101 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 Attention: Owen P. Gross, Esq. To Association: Board of Directors Rancho Meadows HOA c/o S & L Association Management, Inc. P.O. Box 610 Murrieta, California 92564 Telephone: (909) Facsimile: (909) With a copy to: The Law Offices of Andrew F. Linehan 37800 Villa Balboa Drive Temecula, California 92592 Telephone: (909) 545-9071 Facsimile: (909) 302-5505 Attention: Andrew F. Linehan, Esq. Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as evidenced by confirmed answerback if by facsimile (provided that if any notice or other communication to be delivered by facsimile is unable to be transmitted because of a problem affecting the receiving party's facsimile machine, the deadline for receiving such notice or other communication shall be extended through the next business day), as shown by the addressee's return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day, then such notice or demand so made shall be deemed effective on the first business day following the day of actual delivery. No communications via electronic mail shall be effective to 11087X0014\666173.9 14 give any notice, request, direction, demand, consent, waiver, approval or other communications hereunder (or under any of the other Loan Documents). 32. Litigation. If any legal proceedings are instituted in connection or arising out of the Loan, then the prevailing party shall be entitled to recover all sums paid or incurred as costs and expenses in such legal proceedings, including actual attorneys' fees and costs. 33. Successors and Assigns. Subject to the terms and conditions of Section 28, this Agreement shall be binding upon the parties hereto, their heirs, successors and assigns, and may be amended, altered, revoked, modified or waived, in whole or in part, only by an instrument in writing signed by Association and Agency. 34. General. Time is of the essence of this Agreement and of each and every provision hereof. The waiver by Agency of any Event of Default shall not be deemed, nor shall it constitute, a waiver of any subsequent Event of Default. No disbursement of proceeds of the Loan shall constitute a waiver of any rights of Agency and shall not preclude Agency from thereafter declaring an Event of Default. 35. Warranty Against Payment of Consideration for this Agreement. Association warrants that it has neither paid nor given, and will neither pay nor give, any third party any money or other consideration for obtaining this Agreement. 36. NonliabiliW of Agency Officials and Employees. No member, official or employee of Agency shall be personally liable to Association or any successors in interest in the event of any default or breach by Agency or for any amount which may become due to Association or Association's successors or on any obligations under the terms of this Agreement. 37. No Third Party Beneficiaries. This Agreement is made for the sole protection of Agency and Association and their respective permitted successors and assigns, and no other person or persons shall have any right of action hereon, nor should any laborer, materialman, subcontractor, or other third party rely upon the funds deposited hereunder as a source of payment for work done or labor and/or materials supplied in connection with the Project or otherwise, notwithstanding any representation to the contrary made by Association, the general contractor or any other person. This Agreement and the other Loan Documents contain all of the terms and conditions agreed to by Association, and no other agreement regarding the subject matter of this contract, unless it is in writing and signed by Agency and Association, shall be deemed to exist or to bind any party hereto. 38. Agency Approval. Unless specifically provided for herein, Agency's approval, including approval of the form of the Loan Documents and of amendments to this Agreement, shall be satisfied by the approval of Agency's Executive Director. [This Space Intentionally Left Blank; Signatures Begin On The Next Page] 11087\0014\666173.9 15 1N WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written. ASSOCIATION: RANCHO MEADOWS HOMEOWNERS ASSOCIATION, a Califomia nonprofit mutual benefit corporation By: Name: Its: By: Name: Its: AGENCY: TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Its: 11087\0014\666173.9 16 EXItIBIT A LEGAL DESCRIPTION (See Attached) 11087\0014\666173.9 17 Legal Description Tract No. 4807 LOTS 1 AND 2 OF TRACT NO. 4807, AS SHOWN BY MAP ON FH.F. IN BOOK 78 PAGES 69 AND 70 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. R:kRancho MeadowskLegal Description 1.doc EXHIBIT B DEFINITIONS "Hazardous Materials" includes: (a) Those substances included within the definitions of hazardous substance, hazardous waste, hazardous material, toxic substance, solid waste, or pollutant or contaminant in CERCLA, RCRA, TSCA, HMTA or under any other Environmental Law; (b) Those substances listed in the United States Department of Transportation (DOT) Table [49 CFR 172.101 ], or by the Environmental Protection Agency (EPA), or any successor agency, as hazardous substances [40 CFR Part 302]; (c) Other substances, materials, and wastes that are or become regulated or classified as hazardous or toxic under federal, state, or local laws or regulations; and (d) Any material, waste, or substance that is: (i) A petroleum or refined petroleum product, (ii) Asbestos, (iii) Polychlorinated biphenyl, (iv) Designated as a hazardous substance pursuant to 33 U.S.C. Section 1321 or listed pursuant to 33 U.S.C. Section 1317, (v) A flammable explosive, or (vi) A radioactive material. "Environmental Laws" means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Material, or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Materials on, under, or about the Complex), occupational or environmental conditions on, under, or about the Complex, as now or may at any later time be in effect, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 U.S.C. Sections 9601, et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 U.S.C. Sections 6901, et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 U.S.C. Sections 1251, et seq.]; the Toxic Substances Control Act (TSCA) [15 U.S.C. Sections 2601, et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 U.S.C. Sections 1801, et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 11087\0014\666173.9 18 U.S.C. Sections 136, et seq.]; the Superfund Amendments and Reauthorization Act [42 U.S.C. Sections 6901, et seq.]; the Clean Air Act [42 U.S.C. Sections 7401, et seq.]; the Safe Drinking Water Act [42 U.S.C. Sections 300f, et seq.]; the Solid Waste Disposal Act [42 U.S.C. Sections 6901, et seq.]; the Surface Mining Control and Reclamation Act [30 U.S.C. Sections 1201, et seq.]; the Emergency Planning and Community Right to Know Act [42 U.S.C. Sections 11001, et seq.]; the Occupational Safety and Health Act [29 U.S.C. Sections 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Sections 25280, et seq.]; the California Hazardous Substances Account Act [California Health and Safety Code Sections 25300, et seq.]; the California Hazardous Waste Control Act [Califomia Health and Safety Code Sections 25100, et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Sections 24249.5, et seq.]; the Porter-Cologne Water Quality Act [California Water Code Sections 13000, et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Materials on, under, or about the Complex, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use. 11087\0014\666173.9 19 ASSIGNMENT OF ASSESSMENT RIGHTS THIS ASSIGNMENT OF ASSESSMENT RIGHTS (this "Assignment") is made as of January ,2003, by RANCHO MEADOWS HOMEOWNERS ASSOCIATION, a California nonprofit mutual benefit corporation ("Assignor"), in favor of the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Assignee"). RECITALS: A. Assignor and Assignee have entered into a Construction Loan Agreement of even date herewith (the "Loan Agreement"), in which Assignee has agreed to loan Assignor the sum of up to Seven Hundred Thirty Thousand Dollars ($730,000) (the "Loan") in order to facilitate the rehabilitation of the common areas of that certain that certain condominium project commonly known as the Rancho Meadows Condominium Complex, a common interest development located in the Temecula Redevelopment Project Area immediately south of the intersection of State Highway 79 and La Paz Road in the City of Temecula, County of Riverside, State of California (the "Property"). B. Pursuant to the Loan Agreement, and as a condition precedent to Assignee's obligation to make the Loan, Assignor has agreed to assign to Assignee any and all fights and privileges that Assignor has to levy, impose and increase regular and special assessments in an amount sufficient to fund the debt service on the Loan upon a default by Assignor in connection with the Loan (collectively, the "Assessments"). AGREEMENT: NOW THEREFORE, with reference to the foregoing Recitals and information, all of which are incorporated herein by this reference, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby covenants and agrees as follows: SECTION 1. ASSIGNMENT. Assignor hereby assigns, conveys and transfers the Assessments to Assignee. Moreover, such assignment, conveyance and transfer shall entitle Assignee to collect, directly from the owners of the individual condominiums units on the Property (the "Owners"), the proceeds of the Assessments. SECTION 2. ASSIGNOR'S COVENANTS, WARRANTIES AND REPRESENTATIONS. Assignor warrants and represents with respect to the Assessments that (a) Assignor has the right to collect the Assessments from the Owners, (b) there has been no prior assigmnent of Assignor's interest in the Assessments to any person or entity other than Assignee, (c) Assignor's interest in the Assessments is not subject to any claims, setoffs, encumbrances, or deductions, and (d) all covenants, conditions and agreements have been performed with respect to the Property as required of Assignor in exchange for the Owners' payment of the 11087\0014\666185.5 1 Assessments, except those not due to be performed until after the date of this Assignment. Assignee shall not be liable for any defaults by Assignor in the performance of Assignor's duties or obligations with respect to the Property, if any. SECTION 3. INDEMNITY. Assignor agrees to indemnify, save harmless, protect and defend Assignee from and against any and ail liability, claims, damages, losses, costs, and expenses (including without limitation reasonable attorneys' fees and court costs) to which Assignee may become exposed, or which Assignee may incur, in connection with the Assessments or Assignee's collection thereof from the Owners or in Assignee's exercising its rights under this Assignment, unless such loss, cost, liability, claim, damage or expense arises from or results from the gross negligence or willful misconduct of Assignee, its employees or agents. SECTION 4. SUCCESSORS. This Assignment shall be binding upon Assignor and its heirs, executors, administrators, successors in interest, and assigns, and shall inure to the benefit of Assignee and its heirs, executors, administrators, successors in interest, and assigns. Assignee may assign ail or any portion of its interest in the Assessments or its rights created hereunder and, in such event, Assignor shail promptly execute, acknowledge and deliver such additional documents, instruments and agreements as may be required by Assignee in connection with any such assignment. SECTION 5. SEVERABILITY. If any term or provision of this Assignment shail be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Assignment shail not be affected thereby. SECTION 6. WA1VERS. No waiver or breach of any covenant or provision shail be deemed a waiver of any other covenant or provision, and no waiver shail be vaiid unless in writing and executed by the waiving party. SECTION 7. CONSTRUCTION. Headings are solely for the parties' convenience, are not a part of this Assignment, and shall not be used to interpret this Assignment. The singular form shall include the plurai and vice versa. This Assignment shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. SECTION 8. COUNTERPARTS. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 11087\0014\666185.5 2 SECTION 9. AMENDMENT. This Assignment shall not be amended, modified or changed except by a written instrument executed by Assignor and Assignee. SECTION 10. FURTHER ASSURANCES. Whenever requested to do so by the other party, each party shall execute, acknowledge, and deliver any further conveyances, assignments, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and any further ins~uncnts or docnmcnts that arc necessary, expedient, or proper to complete any conveyances, transfers, sales, and assignments contemplated by this Assignment. In addition, each party shall do any other acts and execute, acknowledge, and deliver any requested documents in order to carry out the intent and purpose of this Assignment. SECTION 11. THIRD-PARTY RIGHTS. Nothing in this Assignment, express or implied, is intended to confer upon any person, other than the parties hereto and their respective successors and assigns, any rights or remedies. SECTION 12. ATTORNEYS' FEES. In the event of any litigation between Assignor and Assignee arising out of this Assignment or concerning the interpretation or enforcement of any of its provisions, the losing party shall pay the prevailing party's costs and expenses of the litigation, including reasonable attorneys' fees. SECTION 13. GOVERNING LAW. This Assignment shall be governed by and construed in accordance with California law. [This Space Intentionally Left Blank; Signatures Begin On The Next Page] 11087~0014\666185.5 3 IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of the day and year first written above. ASSIGNOR: RANCHO MEADOWS HOMEOWNERS ASSOCIATION, a California nonprofit mutual benefit corporation By: Name: Its: By: Name: Its: 11087\0014\666185.5 4 SECURITY AGREEMENT RANCHO MEADOWS HOMEOWNERS ASSOCIATION, a California nonprofit mutual benefit corporation ("Debtor"), whose address for notices is Board of Directors, Rancho Meadows Homeowners Association, c/o S & L Association Management, Inc., P.O. Box 610, MunSeta, California 92564-4030, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, hereby grants to the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Secured Party"), whose address for notices is 43200 Business Park Drive, P.O. Box 9033, Temecula, California 92589-9033, Attn.: Executive Director, as of this day of January, 2003, a security interest in all of Debtor's right, title and interest in, to and under the following property, and all additions, accessions and substitutions thereto or therefor, (together with all proceeds thereof, the "Collateral"): All personal property of whatever kind or nature, including, but not limited to, all building materials, inventory, furniture, furnishings, fixtures, equipment, parts, appliances, general intangibles, and other personal property used in connection with the operation of that certain condominium project commonly known as the Rancho Meadows Condominium Complex, a common interest development located in the Temecuia Redevelopment Project Area immediately south of the intersection of State Highway 79 and La Paz Road in the City of Temecula, County of Riverside, State of California (the "Property"), together with all other personal property of every kind and description which may be annexed to, incorporated or used in connection with the Property, and together with all after-acquired property of the same general class and description, and all products and all proceeds of the Property as well as the proceeds of insurance thereof. to secure each and every covenant, obligation and performance of (a) Debtor under that certain Promissory Note of even date herewith executed by Debtor and payable to Secured Party in the original principal amount of Seven Hundred Thirty Thousand Dollars ($730,000) (the "Note"); (b) Debtor under that certain Construction Loan Agreement of even date herewith executed by Debtor and Secured Party (the "Loan Agreement"); and (c) Debtor to Secured Party, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising (collectively, the "Obligations"). Debtor hereby agrees, warrants and covenants as follows: 1. Except for the security interest granted hereby, Debtor is the owner, and for Collateral acquired after the date hereof, will be the owner, of the Collateral free from any adverse lien, security interest or encumbrance; and that Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. 2. The security interest granted hereby to Secured Party constitutes a third priority perfected security interest in and to the Collateral. 11087\0014\666200.4 1 3. The Collateral is not used or bought for personal, family or household purposes. 4. The Collateral will be kept at the Property, and that Debtor will promptly notify Secured Party of any change in the location of the Collateral within the State of Califomia unless such Collateral is replaced in accordance with Section 8; and that Debtor will not remove the Collateral from the State of California without the written consent of Secured Party. 5. Debtor's place of business is Board of Directors, Rancho Meadows Homeowners Association, c/o S & L Association Management, Inc., P.O. Box 610, Murrieta, Caiifomia 92564-4030. 6. As of the date hereof, no Financing Statement covering any of the Collateral is on file in any public office. 7. Debtor hereby authorizes Secured Party from time to time to file one or more Financing Statements including, without limitation, renewal statements pursuant to the Uniform Commemial Code in form satisfactory to Secured Party and Debtor will pay the cost of filing the same in all public offices wherever filing is deemed by Secured Party to be reasonably necessary or desirable. 8. Debtor will not sell or offer to sell or otherwise transfer the Collateral or any interest therein without the prior written consent of Secured Party, except where the Collateral is replaced by similar Collateral of equal or greater value. 9. Without the prior written consent of Secured Party, Debtor shall not file, or authorize or permit to be filed or file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral. 10. Debtor will have and maintain insurance at all times with respect to all Collateral against risks of fire (including so-called "All Risk" extended coverage), theft, and other risks as Secured Party may reasonably require, containing such terms, in such form, for such period and written by such companies as may be reasonably satisfactory to Secured Party, such insurance to be payable to Secured Party and Debtor as their interests may appear; that ail policies of insurance shall provide written notice of cancellation at least thirty (30) days prior to the projected cancellation date and, at the request of Secured Party, shall be delivered to and held by it. Debtor hereby authorizes and empowers Secured Party as attorney-in-fact for Debtor to make proof of loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Secured Party's expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section 10 shall require Secured Party to incur any expense or take any action hereunder; provided, further, that prior to occurrence of an "Event of Default" (as defined below), Debtor and Secured Party shail make such proof of loss, adjustment and compromise jointly. Debtor further authorizes Secured Party to hold the balance of such proceeds to be used to reimburse Debtor for the cost of reconstruction or repair of the Property; provided, that if such sums are necessary to prevent impairment to Secured Party's security, Secured Party may apply the balance of such proceeds to the payment 11087\0014\666200.4 2 of the obligations secured by this Security Agreement, whether or not then due, in the order of application set forth in the Note. 11. Debtor will not intentionally waste or destroy the Collateral or any part thereof; that Debtor will not use the Collateral in violation of any statute or ordinance; and that Secured Party may examine and inspect the Collateral at any reasonable time, wherever located, following notice to Debtor. 12. Debtor will pay promptly, prior to delinquency, all taxes and assessments upon the Collateral or for its use or operation or upon this Security Agreement, or upon any note or notes evidencing the Obligations. 13. At its option, Secured Party may discharge taxes, liens or security interests or other encumbrances at any time following delinquency thereof levied or placed on the Collateral, may pay for insurance on the Collateral and may pay for the maintenance and preservation of the Collateral. Debtor agrees to reimburse Secured Party on demand for any payment made, or any expense incurred by Secured Party pursuant to the foregoing authorization. 14. This Security Agreement will also secure all advances made by Secured Party whether made pursuant hereto or to the Loan Agreement or otherwise. 15. In furtherance of the grant of the security interest pursuant to this Security Agreement, Debtor hereby agrees with Secured Party that Debtor shall: 15.1 Give, execute or deliver any financing statement, notice, instnunent, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of Secured Party) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable Secured Party to exercise and enforce its rights hereunder with respect to such security interest, including, without limitation, causing any or all of the Collateral to be transferred of record into the name of Secured Party if an Event of Default exists; 15.2 Keep full and accurate books and records relating to the Collateral, and mark such books and records in such manner as Secured Party may reasonably require in order to reflect the security interest granted by this Security Agreement; and 15.3 Permit representatives of Secured Party, upon reasonable notice, at any time during normal business hours, to inspect and make abstracts from its books and records pertaining to the Collateral. 16. Until occurrence of an Event of Default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement and not inconsistent with any policy of insurance thereon. 17. Secured Party shall be entitled to enforce any indebtedness, obligation or liability secured hereby and to exercise all rights and powers hereby conferred, although some or all of the indebtedness, obligations and liabilities secured hereby are now or shall hereafter be otherwise secured. Secured Party's acceptance of this Security Agreement shall not affect or 11087\0014\666200.4 3 prejudice Secured Party's right to realize upon or enfome any other security now or hereafter held by Secured Party, including, without limitation, the Property. 18. The occurrence of any of the following shall constitute an "Event of Default:" 18.1 Debtor's failure to make any payment of principal or interest under the Note when due, or Debtor's failure to perform any other obligation for the payment of money under this Security Agreement, the Loan Agreement, the Note or any other instrument executed pursuant thereto (collectively, the "Loan Documents"), provided such failure under this Section 18.1 is not cured within five (5) days after Secured Party gives Debtor written notice of such failure; or 18.2 The filing with Secured Party of a stop notice or the recording of a mechanic's lien on the Property pursuant to Title 15, Part 4, Division 3 of the California Civil Code relating to works of improvement upon real property, and Debtor's failure to cause such notice or lien to be released (by bond or otherwise) within forty-five (45) days of Debtor's receipt of a copy of same; or 18.3 Debtor's failure to perform any other obligation (other than obligations described in Sections 18.1 and 18.2) under any Loan Document, and such failure is not cured within thirty (30) days after Secured Party gives Debtor written notice that such obligation was not performed; provided that, if such cure cannot reasonably be effected with such thirty (30) day period, such failure shall not be an Event of Default so long as Debtor promptly (in any event, within thirty (30) days after such notice is given) commences cure, and thereafter diligently prosecutes such cure to completion; or 18.4 Any representation or warranty in any Loan Document proves to have been incorrect in any material respect when made, and, if the representation or warranty is curable, Debtor fails to cure it within thirty (30) days after Secured Party gives Debtor written notice that cure is required, provided that, if such cure cannot reasonably be effected with such thirty (30) day period, such failure shall not be an Event of Default so long as Debtor promptly (in any event, within thirty (30) days after such notice is given) commences to cure, and thereafter diligently prosecutes such cure to completion; or 18.5 Construction of the "Improvements" (as defined in the Loan Agreement) has not commenced by ,2003, or work on the Project ceases for fifteen (15) consecutive days for any reason (other than governmental orders, decrees or regulations, acts of God, strikes or other causes beyond Debtor's reasonable control); or 18.6 Insolvency, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against, Debtor, or any guarantor or surety for Debtor, which proceeding is not dismissed within ninety (90) days of its institution; or 18.7 Loss, theft, damage, destruction not covered by insurance, sale or encumbrance of any material portion of the Collateral, which material portion of the Collateral is 11087\0014\666200.4 4 not promptly replaced with Collateral of at least equivalent quality and value or repaired to at least the condition in which it was prior to such damage, the making of any levy, seizure or attachment thereof or therein; or 18.8 Debtor is dissolved, liquidated or terminated, and it is not replaced by another entity approved by Secured Party, which approval shall not unreasonably be withheld; or 18.9 Debtor is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or 18.10 Any default or event of default on the part of Debtor occurs under any superior or inferior instrument or loan document affecting the Property, including any other obligation of Debtor to Secured Party, following notice to Debtor and an opportunity to cure such default as set forth therein. 19. Upon an Event of Default and at any time thereafter, Secured Party may declare all obligations secured hereby immediately due and payable and shall have the remedies of a secured party under the Uniform Commercial Code including specifically, but not limited to, the right to take possession of and operate the Collateral. Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party that is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is ora type customarily sold on a recognized market, Secured Party will give Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereafter is to be made, and Secured Party may bid for the Collateral, or any part thereof, and/or may purchase such property, or any part thereof, at a sale of the Collateral as herein provided. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Debtor shown at the beginning of this Security Agreement at least ten (10) days before the time of the sale or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's reasonable attorneys' fees and legal expenses. 20. No waiver by Secured Party of an Event of Default shall operate as a waiver of any other default or of the same default on a future occasion. 21. The security interest granted in this Security Agreement covers all property of the same character as that covered by this Security Agreement, including, without limitation, (a) replacements for, and additions to, such property, that Debtor may hereafter acquire at any time until the termination of this Security Agreement, and (b) any property interest acquired by exercise of any option contained in any lease of personal property. 22. All rights of Secured Party hereunder shall inure to the benefit of its successors and assigns; and all obligations of Debtor shall bind its successors or assigns. If there be more than one Debtor, their obligations hereunder shall be joint and several. 11087~0014\666200.4 5 23. This Security Agreement is made pursuant to and shall be construed and governed by the laws of the United States and the rules and regulations promulgated thereunder, and the laws of the State of California, and the rules and regulations promulgated thereunder. If any provision of this Security Agreement is construed or interpreted by a court of competent jurisdiction to be void, invalid or unenforceable, such decision shall affect only those provisions so construed or interpreted and shall not affect the remaining provisions of this Security Agreement. [This Space Intentionally Left Blank; Signatures Begin On The Next Page] 11087\0014\666200.4 6 IN WITNESS WHEREOF, Debtor has duly executed this Security Agreement as of the day and year first above written. DEBTOR: RANCHO MEADOWS HOMEOWNERS ASSOCIATION, a California nonprofit mutual benefit corporation By: Name: Its: By: Name: Its: 1 lO87\oo14x6662oo.4 7 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Temecula 43200 Business Park Drive Temecula, California 92590 Attention: City Clerk (Space Above This Line for Recorder's Use) Exempt from recording fees pursuant to California Government Code Section 27383 RESTRICTIVE COVENANT AND REGULATORY AGREEMENT THIS RESTRICTIVE COVENANT AND REGULATORY AGREEMENT (this "Covenant") is made and entered into as of _~, , by and among (i) , ("Owner"), (ii) RANCHO MEADOWS HOMEOWNER'S ASSOCIATION, a Caiifomia corporation ("Association"), and (iii) the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), with respect to the following facts: RECITALS: Owner is the record owner of that certain real property located in the City of Temecula, County of Riverside, State of California, commonly known as ., Temecula, California 9 , as legally described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"). The Owner has represented to the Agency that the Property shall be occupied by Moderate Income Household (as defined herein). The Property constitutes an individual unit in that certain condominium project known as the Rancho Meadows Condominium Complex, a common interest development located at State Highway 79 and La Paz Road in the City of Temecula, County of Riverside, State of California, more particularly described in Exhibit "B" attached hereto and incorporated herein by this reference (the "Association Property"). Pursuant to the terms of that certain Construction Loan Agreement by and between the Agency and the Association dated as of ., 2002 (the "Loan Agreement"), the Association has received a loan (the "Loan") from the Agency in the amount of Seven Hundred Thirty Thousand Dollars ($730,000.00), which Loan benefits the Property by facilitating the rehabilitation of the portions of the Association Property which consist of common areas owned or maintained by the Association. Pursuant to the terms of the Loan Agreement, the Association is required to cause the recording of this Covenant upon not less than forty pement (40%) of the individual condominium units located on the Association Property, as a condition precedent to receiving the Loan. September 6, 2002 700132.4 I The Association has agreed to cause not less than forty pement (40%) of the units comprising the Association Property to be restricted in accordance with this Covenant such that the restricted units shall be occupied by Moderate Income Households at a price that does not exceed an Affordable Rent or an Affordable Housing Cost, as applicable. AGREEMENT: NOW, THEREFORE, the parties agree as follows: 1. Definitions. For purposes of this Covenant, the terms listed below shall have the meanings thereinafter specified. (a) Affordable Housing Cost shall have meaning set forth in California Health and Safety Code Section 50052.5, as such statute may be amended from time to time, and any successor statutes thereto. "Affordable Housing Cost" for the purposes of this Covenant is that purchase price which would result in a monthly housing cost which is not less than twenty- eight percent (28%) of the gross income of the purchaser and does not exceed the greater of(a) the product of thirty-five percent (35%) times one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the Property for moderate income purchasers, or (b) the product of thirty-five percent (35%) of the actual gross income of the household for moderate income purchasers earning greater than one hundred ten percent (110%) and not more than one hundred twenty percent (120%) of Riverside County median income. (b) Affordable Rent shall have the meaning set forth in California Health and Safety Code Section 50053, as such statute may be amended from time to time, and any successor statutes thereto. For the purposes of this Covenant, Affordable Rent is the product of thirty percent (30%) times one hundred ten percent (110%) of Riverside County median income adjusted for family size appropriate for the Property for Moderate Income renters. (c) Capital Improvement. Capital Improvement shall be any addition or betterment made to the Property which consists of more than mere repairs or replacement of existing facilities or improvements and which has a useful life of five (5) years or more. (d) Capital Improvement Investment. Capital Improvement Investment shall mean and refer to the sum of cash invested in Capital Improvements in the Property from time to time by the Owner, as evidenced by receipts for any work or material supplied to improve the Property. (e) Consumer Price Index. Consumer Price Index (or "CPI") means and refers to the revised Consumer Price Index for All Urban Consumers, U.S. City Average, 2001=100, as published by the Bureau of Labor Statistics of the United States Department of Labor, or if such agency shall cease to publish such an Index, then any comparable index published by any other federal or state agency which is approved by the Agency. (f) Person and Family of Moderate Income means a person or family whose income does not exceed the income qualification limits set forth in California Health and Safety Code Section 50093 for moderate income, as such statute may be amended from time to time, and any successor statutes thereto. September 6, 2002 700132.4 2 The terms Person and Family of Moderate Income, Affordable Housing Cost, and Affordable Rent are further defined in Title 25 of the California Code of Regulations Section 6910, et seq., as from time to time amended, and any successor regulations thereto. The terms and provisions of California Health and Safety Code Sections 50093, 50105, 50052.5, and 50053, and Title 25 of the Califomia Code of Regulations Section 6910, et seq., as amended, and any successor statutes or regulations thereto, are incorporated herein by this reference. 2. Restriction on Transfer. The Owner shall not sell, convey, transfer, lease, assign, encumber, mortgage, or hypothecate the Property, or enter into an agreement to sell, convey, lease, assign, transfer, encumber, mortgage, or hypothecate the Property, except in compliance with the terms of this Covenant. 3. Term. If the Property is owner-occupied, the term of the restrictive covenants described herein (the "Term") shall commence on the date this instrument is recorded in the Official Records of the Riverside County Recorder and shall end on the date that is forty- five (45) years thereafter provided, however, the covenants against discrimination set forth in Section 10 hereof shall remain in effect in perpetuity. If the Property is used as residential rental housing during the term, the term of the restrictive covenants described herein shall commence on the date this instrument is recorded in the Official Records of the Riverside County Recorder and shall end on the date that is fifty-five (55) years thereafter; provided, however, the covenants against discrimination set forth in Section 10 hereof shall remain in effect in perpetuity. The Agency has determined that this is the longest period feasible for continuing the Term of this Covenant. 4. Covenant to Maintain Affordabilitg. The Association Property was rehabilitated by the Association with financial assistance from the Agency in order to increase and improve the community's supply of housing available at an Affordable Housing Cost in accordance with the affordable housing requirements of the Community Redevelopment Law (California Health and Safety Code, Section 33000, et seq). To this end, the Owner agrees that the during the Term the Property shall, except as otherwise provided in this Covenant, remain available only at an Affordable Housing Cost or, if rented, at Affordable Rent and shall only be used by Persons and Family of Moderate Income. If the Owner fails to occupy the Property as the Owner's principal residence for a period of thirty (30) consecutive calendar days, then the Owner shall be in breach of this Covenant. If the Property is used for rental purposes and the Owner fails to comply with the affordable rent provisions of this Covenant, then Owner shall be in breach of this Covenant. 5. Permitted Transfers and Mortgages. (a) Conveyances to Person and Family of Moderate Income. The Owner may convey the Property to persons or families whose incomes do not exceed a Moderate Income, on the condition that (i) the Owner complies with the requirements of this Covenant, (ii) the purchaser covenants to occupy the Property as such party's principal residence or rent it at Affordable Rent, and (iii) the purchase price does not exceed the maximum permitted resale price set forth in Section 9 hereof. Any permitted transferee shall acquire the Property subject to the terms and conditions hereof. September 6, 2002 700132.4 3 (b) Intra-Family Conveyances. The following transfers of title shall not be breaches of this instrument: transfer by gift, devise, or inheritance to the Owner's spouse; taking of title by surviving joint tenant that is the Owner's spouse; transfer of title to a spouse as part of a divorce or dissolution proceedings; acquisition of title in conjunction with marriage. A transfer to children of the Owner where the income of such children exceeds the maximum household income applicable to the Property permitted hereunder shall give rise to the option in favor of the Agency to purchase the Property at fair market value, provided, however, such option shall be exemised by the Agency within sixty (60) days after receipt by the Agency of written notice of such transfer, and the purchase price shall be the amount set forth in Section 7 hereof. (c) First Trust Deed - Purchase. The Owner may encumber the Property with a first position deed of trust or mortgage securing a purchase money loan. (d) Subordination to First Trust Deed Encumbrances. The Agency agrees that it shall execute a subordination agreement in commemially reasonable form to subordinate the fights granted herein to the Agency to any first deed of trust or mortgage in favor of any bank, savings and loan association, or other institutional lender encumbering the Property. 6. Rented Property. Owner may rent the Property; provided, however, that renting the Property extends the Term of this Covenant pursuant to Section 3 and the rental of the Property shall be subject to the following additional terms and conditions: (a) When rented, the Property shall be devoted for occupancy at Affordable Rents (as defined in California Health and Safety Code Section 50053, and the regulations promulgated thereunder) by Persons and Families of Moderate Income (as defined in California Health and Safety Code Section 50093, and the regulations promulgated thereunder). (b) All rents charged to tenants occupying the Property shall not exceed the applicable Affordable Rent for Persons and Families of Moderate Income prescribed for said household in California Health and Safety Code Section 50053, as such provision may be amended from time to time. 7. Resale Price Controls and Procedures. (a) If the Owner elects at any time to sell the Property, then the Owner shall, prior to signing a listing agreement or other authorization to sell with a real estate broker, first provide to the Agency a notice (the "Notice of Proposed Sale") setting forth the Owner's intention to sell the Property, and a property information form to be prepared by the Agency. Such Notice shall contain information about the Owner's original purchase price of the Property and the Owner's Capital Improvement Investment. The Owner agrees to consider as purchasers those Persons and Families of Moderate Income identified on a list that may be maintained by September 6, 2002 700132.4 4 the Agency. Nothing contained herein shall be construed as imposing upon the Agency any obligation to find a purchaser of the Property if the Owner has elected to sell the Property. (b) If the Owner resells the Property to a Person and Family of Moderate Income at a price that does not exceed the price set forth in Section 9, then the provisions hereof shall continue to encumber the Property, and the Agency shall subordinate the rights granted herein to the Agency to such new first deed of trust that may be executed by the successor owner in favor of any bank, savings and loan association, or other institutional lender encumbering the Property, as provided in Section 5(d) hereof. Each successor in interest to Owner that is a Person and Family of Moderate Income shall acquire the Property subject to the continuation of the restrictions on such Property provided in this Covenant. If the purchaser is no~t a Person and Family of Moderate Income, then the Owner shall pay to the Agency a certain percentage of the amount by which the net proceeds received by the Owner exceeds the amount calculated pursuant to Section 8, which percentage is set forth in Exhibit "B" attached hereto and incorporated by reference herein, for deposit into its Low and Moderate Income Housing Fund of the Agency, in accordance with the California Health and Safety Code, so as to qualify as a permitted "equity sharing" program as required by law. Provided, however, notwithstanding the foregoing or anything to the contrary contained herein, Owner shall not be entitled to sell the Property to a person or family that is no__.~t a Person and Family of Moderate Income, under any circumstances, during the first fifteen (15) years of the Term hereof. (c) The escrow instructions may provide for conditions or contingencies of the type and nature customarily included in residential purchase escrows (including but not limited to financing contingencies, inspection rights, and preliminary title report approvals), provided that any such conditions or contingencies (other than the status of title to the Property at the time of conveyance and other conditions which by their nature cannot be satisfied prior to closing) must be satisfied or waived on or before the close of escrow. The proceeds of the sale shall be used to pay off all monetary liens and encumbrances upon the close of escrow. Escrow shall close within thirty (30) days after the opening of escrow. (d) The Owner shall notify any proposed purchaser in writing prior to such person's execution of escrow instructions, deposit receipt, purchase and sale agreement or similar agreement, whichever is earliest, that the title to the Property will be restricted in the manner described herein. (e) The Owner may require a deposit to open escrow in an amount not to exceed three percent (3%) of the purchase price. Title to the Property shall be delivered to the purchaser at the close of escrow free and clear of monetary liens and encumbrances. Closing costs shall be allocated between the buyer and seller according to the customary practices in Riverside County in effect at the time the escrow is opened. (f) For the purpose of confirming with the Agency that a proposed purchaser is a Person and Family of Moderate Income that will be paying a purchase price that is in compliance with the terms hereof, the Owner shall notify the Agency in writing of any offer from a prospective purchaser which the Owner intends to accept, disclosing the identity of such prospective purchaser and providing the Agency with such financial, credit, and other information on such prospective purchaser as required by the Agency, including the following: September 6, 2002 700132.4 5 (i) Name and address of the purchaser. (ii) Number of persons comprising the purchaser's household and their names and ages. (iii) Proposed purchase price of the Property, and any other consideration for the purchase of the Property. (iv) Amount of down payment. (v) Terms of any loan that will be used by the purchaser to finance the purchase of the Property, including, but not limited to, principal, interest rate, term, and loan fees. (vi) Closing date. (vii) Aggregate annual income of the purchaser's household. (viii) Most recent federal and state income tax returns of the purchaser and all other members of the purchaser's household for the preceding two (2) calendar years, and verification of the proposed purchaser's salary or wages from the purchaser's employer (ix) Copy of any proposed purchase and sale agreement, escrow instructions, loan application, or other agreements between the Owner and the proposed purchaser of the Property or relating to the sale of the Property. (x) A written statement signed by the proposed purchaser that the Property will be occupied by the purchaser of such Property and used as his or her primary residence. In lieu of providing the foregoing information, these requirements shall be deemed to have been satisfied by delivery to the Agency of a written certification of the foregoing information from the purchaser's lender who shall hold a first position trust deed encumbering the Property, which certification shall be furnished to Agency at least fifteen (15) days prior to the close of escrow for the Property. (g) The Agency shall have thirty (30) days to review the information (unless the Agency received the certification from prospective purchaser's lender, in which case the Agency shall have fifteen (15) days to review the information). The Agency may require the purchaser to submit other written documentation reasonably requested by the Agency to verify the information set forth herein and to determine that the Affordable Housing Cost restrictions of this instrument shall be satisfied. If the Agency receives all such prospective purchaser information requested by the Agency, the Agency shall determine whether the prospective purchaser is qualified to purchase the Property as a Person and Family of Moderate Income, and shall thereafter immediately notify the Owner in writing that the prospective sale is authorized and approved, or that the prospective purchaser does not qualify to purchase the Property as a September 6, 2002 700132.4 6 Person and Family of Moderate Income. The Agency hereby designates the Executive Director of the Agency to make the evaluations, reviews and determinations set forth in this Section. (h) If the Agency notifies the Owner that the sale is authorized and approved, the Owner shall proceed to complete the sale of the Property within seventy-five (75) days of the date of such approval from the Agency. 8. Restriction on Resale Price. Except as permitted by Section 5 hereof, the Owner shall not resell the Property at a price higher than the Affordable Housing Cost for the prospective purchaser. The table attached hereto as Exhibit "C" and incorporated herein by reference illustrates, for example purposes only, the method of calculation used to determine the maximum allowable sales price for the Property. 9. Annual Report. Owner shall submit an annual report to Agency and the Association for the Property. If the Property is rented, the report shall state the rental rate charged for the Property, the tenant's income, and the tenant's family size. The information on income and family size shall be supplied and certified by the tenant of the Property in a form approved by Agency. The attachment of the forms completed by the tenant of the Property shall be the only information on tenant income and family size required for inclusion in Owner's annual report. If the Property is owner occupied, the report shall state and certify the Owner's income and the Owner's family size. 10. Nondiscrimination Covenants. By the Owner's acceptance hereof, the Owner agrees, for itself, its successors and assigns, to refrain from restricting the rental, sale or lease of the Property on the basis of race, color, creed, religion, ancestry, sex, marital status, national origin or age of any person. All such deeds, leases or contracts entered into with respect to the Property shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, nationai origin, sex, marital status, age or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there be no discrimination against or segregation of any person or group of persons, on account of age, race, color, creed, religion, sex, marital status, national origin, or September 6, 2002 700132.4 7 ancestry, in the leasing, subleasing, transferring, use or occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land or the improvements thereon or to be constructed thereon, nor shall the transferee himself or any person claiming under or through the transferee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land or such improvements." The foregoing shall be a covenant running with the land for the benefit of, and as a burden upon the Property, and shall remain in effect in perpetuity. 11. Maintenance of the Property/Prohibition Against Waste. The Owner shall not commit waste upon the Property. The Owner shall not remove or demolish the improvements on the Property. The Owner shall keep and maintain the Property and the improvements thereon in good condition and repair. If the Owner at any time falls to so keep and maintain the Property in good condition and repair, after thirty (30) days notice from the Agency, the Agency shall have the right, but not the obligation, to enter onto the Property and perform such deferred maintenance, and the Owner shall promptly reimburse the Agency for all costs incurred by the Agency in performing such maintenance. 12. Covenants to Run With the Land. The covenants and restrictions contained herein shall mn with the land and shall be a burden upon the Property and shall be enfomeable against the Owner and the Owner's heirs, successors in interest and assigns by the Agency, its successors in interest and assigns. The Owner shall furnish a copy of this instaLment to any successors in interest. 13. Administration. The Agency may administer the terms hereof or may, from time to time, assign its rights hereunder or designate another entity, person, licensed real estate broker or organization to administer the terms hereof. 14. Independent and Severable Provisions. In the event that any provision of this instrument is held by a court of competent jurisdiction to be unenforceable or invalid, such holding shall not render unenforceable any other provision hereof, each provision hereof being expressly severable and independently enforceable to the fullest extent permitted by law. 15. Successors and Assigns. The restrictions on transfer of the Property shall be binding upon the Owner and the Owner's heirs, successors and assigns, and shall inure to the benefit of the Agency and its successors and assigns. September 6, 2002 700132.4 8 16. Further Assurances and Recordations. The Owner covenants that upon request of the Agency, the Owner or its heirs, successors or assigns shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments and agreements and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of this instrument. At the expiration of the Term, the Agency agrees to provide to the Owner an instrument in recordable form that has the effect of confirming the termination of the affordable housing requirements of this instrument. 17. Captions and Section Headings. Captions and section headings used herein are for convenience only and shall not be used in construing this instrument. 18. No Waiver. No waiver by the Agency of its rights hereunder, or of any breach by the Owner of any covenant, restriction, or condition herein contained, shall be effective unless such waiver is in writing, signed by the Agency and delivered to the Owner. Any waiver by the Agency of its power to terminate the Owner's estate herein or of any covenant, restriction, or condition herein contained, or the failure by the Agency to exercise any right or remedy with respect to any breach or breaches, shall not constitute a waiver or relinquishment for the future of any rights regarding subsequent sales, or of any such covenant or condition nor bar any right or remedy of the Agency in respect of any subsequent breach. 19. Entire Agreement. This instrument constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and the provisions hereof may be modified or amended only by a written instrument signed by the party to be charged. 20. Attorneys' Fees. In any action brought to declare the rights granted herein or to enforce or to interpret any of the terms of this Covenant, the prevailing party shall be entitled to an award of reasonable attorneys' fees in an amount determined by the court. 21. Foreclosure of Superior Mortgage. In the event of the foreclosure of a deed of trust or mortgage superior to the lien hereof, or the conveyance of the Property to a bank, savings and loan, or other institutional lender by deed in lieu of foreclosure, the provisions hereof shall terminate and be of no force or effect. IN WITNESS WHEREOF, the parties hereto have executed this Covenant as of the day and year first above written. September 6, 2002 700132.4 9 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY That certain real property situated in the City of Temecula, County of Riverside, State of California, described as follows: September 6, 2002 700132.4 Year of Sale: Years 1-15 Years 16-35 Years 36-45 EXHIBIT B EQUITY SHARING FORMULA FOR SALE OF PROPERTY Portion of Sales Proceeds Allowed to be Retained by Owner: 0% -- During this time period, Owner may only sell to qualified purchasers at a price equal to the Affordable Housing Cost for the Property 5O% 75% September 6, 2002 700132.4 EXItlBIT C TABLE FOR MAXIMUM ALLOWABLE SALES PRICE FOR PROPERTY [See Attached] September 6, 2002 700132.4 12 EXHIBIT C THRESHOLD PRICES RANCHO MEADOWS CITY OF TEMECULA Number of Maximum Sales Bedrooms 2 Bedroom 3 Bedroom 4 Bedroom P~ce $138,000 $158,000 $175,000 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Temecula 43200 Business Park Drive Temecula, California 92590 Attemion: City Clerk (Space Above This Line for Recorder's Use) Exempt from recording fees pursuant to California Government Code Section 27383 DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS) THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (With Assignment of Rems) (this "Deed of Trust") is made as of ., 2002, by ("Trustor"), whose address is ., Temecula, California 9 ; Telephone: , Fax: , to Title Company, a ("Trustee"), for the benefit of THE TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Beneficiary"), whose address is Post Office Box 9033, 43200 Business Park Drive, Temecula, California 92589-9033; Telephone: (909) 694-6444; Fax: (909) 694-1999. Trustor grants, transfers and assigns to Trustee in trust, upon the trusts, covenants, conditions and agreements and for the uses and purposes hereinafter contained, with power of sale, and right of entry and possession, all of its right, title and interest in that certain real property (the "Site") located in the City of Temecula, County of Riverside, State of California, described in Exhibit A attached hereto and incorporated herein by this reference. Together with Trustor's interest in all buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Site; and Together with the rems, issues and profits thereof; and together with all buildings and improvements of every kind and description now or hereafter erected or placed thereon, and all fixtures, including but not limited to all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, laundry equipment, steam and hot-water boilers, stoves, ranges, elevators and motors, bathtubs, sinks, water closets, basins, pipes, faucets and other plumbing and heming fixtures, mantles, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, and all shades, awnings, screens, blinds and other furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent permitted by law be deemed to be permanently affixed to and a part of the realty; and 11087\0014\702373.4 1 Together with all building materials and equipment now or hereafter delivered to such premises and intended to be installed therein; and Together with all plans, drawings, specifications, etc., and articles of personal property now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Site which are necessary to the completion and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to such building or buildings in any manner. To have and to hold the property hereinbefore described (including the Site and all appurtenances), all such property being referred to collectively herein as the "Property," to Trustee, its successors and assigns forever. FOR THE PURPOSE of securing (1) payment of indebtedness of Trustor to Beneficiary in the principal sum of Six Thousand Five Hundred Dollars ($6,500) (the "Debt Amount"), as evidenced by a promissory note of even date herewith between Trustor and Beneficiary (the "Note"), together with all sums and other charges due thereunder; (2) the performance of each agreement of Trustor in this Deed of Trust and the Note; and (3) all extensions, amendments, modifications or renewals of the Note, however evidenced, and additional advances evidenced by any note reciting that it is secured hereby. The Note and this Deed of Trust are referred to collectively as the "Agency Documents." AND TO PROTECT THE SECURITY OF THE DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: 1. That it will pay the Note at the time and in the manner provided therein; 2. That it will not permit or suffer the use of any of the Property for any purpose other than use as a primary residence; 3. That the Note is incorporated herein and made a part of this Deed of Trust. Upon default under the Note or this Deed of Trust, Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable; 4. That all rents, profits and income from the Property covered by this Deed of Trust are hereby assigned to Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor, so long as no default exists hereunder, to collect such rents, profits and income; 5. That upon default under any of the Agency Documents, Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the Property described herein and operate same and collect the rents, profits and income therefrom; 11087\0014\702373.4 2 6. That Tmstor will keep the improvements now existing or hereafter erected on the Property insured against loss by fire and such other hazards, casualties and contingencies as may be required in writing from time to time by Beneficiary, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. In no event shall the amounts of coverage be less than one hundred pement (100%) of the insurable value or not less than the unpaid balance of this Deed of Trust, whichever is more. (For purposes of this Deed of Trust insurable value shall mean the total replacement cost of the improvements.) Such policies shall be endorsed with standard mortgagee clause with loss payable to Beneficiary, and certificates thereof together with copies of original policies shall be deposited with Beneficiary; 7. To pay, at least ten (10) days before delinquency, any taxes and assessments affecting the Property when due, all encumbrances, charges and liens, with interest, on the Property or any part thereof which appear to be prior or superior hereto, all costs, fees and expenses of this Trust; 8. To keep the Property in good condition and repair, and not to remove or demolish any buildings thereon (except for the remodeling of three existing homes); to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor (unless contested in good faith if Trustor provides security satisfactory to Beneficiary that any amounts found to be due will be paid and no sale of the Property or other impairment of the security hereunder will occur); to comply with all laws affecting the Property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon the Property in violation of law and/or covenants, conditions and/or restrictions affecting the Property; not to permit or suffer any alteration of or addition to the improvements hereafter constructed in or upon the Property without the consent of Beneficiary; 9. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear; 10. Should Trustor fail to make any payment or do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Beneficiary or Trustee being authorized to enter upon the Property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay, purchase, contest or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay its reasonable fees; 11. Beneficiary shall have the right to pay fire and other property insurance premiums when due should Trustor fail to make any required premium payments. All such payments made by Beneficiary shall be added to the principal sum secured hereby; 11087X0014\702373.4 3 12. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of expenditure at the highest rate of interest permitted by law, after an Event of Default; 13. That the Debt Amount is in consideration for Trustor's agreement to use the Property in accordance with the Agency Documents; and upon the failure of Trustor to keep and perform all the covenants, conditions and restrictions of any of the Agency Documents, the principal sum and all other charges provided for in the Note shall at the option of Beneficiary become due and payable, anything contained herein to the contrary notwithstanding; 14. Trustor further covenants that it will not voluntarily create, suffer or permit to be created against the Property subject to this Deed of Trust any lien or liens except as authorized by Beneficiary and further that it will keep and maintain the Property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all improvements now being constructed or to be constructed on the Property; 15. That any and all improvements made or about to be made on the Property, and all plans and specifications, shall comply with all applicable municipal ordinances and regulations and all other regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office; 16. Trustor heroin agrees to pay to Beneficiary or to the authorized financial servicing representative of Beneficiary a charge not to exceed Fifteen Dollars ($15) for providing a statement regarding the obligation secured by this Deed of Trust as provided by Section 2954, Article 2, Chapter 2, Title 14, Division 3 of the California Civil Code, IT IS MUTUALLY AGREED THAT: 17. If the construction of any improvements as herein referred to shall not be carried on with reasonable diligence, or shall be discontinued for more than fourteen (14) days for any reason other than strikes or lockouts, Beneficiary, after due notice to Trustor or any subsequent owner, is hereby vested with full and complete authority to enter upon the Property, employ watchmen to protect such improvements from depreciation or injury and to preserve and protect the personal property therein, and to continue any and all outstanding contracts for the erection and completion of such building or buildings, to make and enter into any contracts and obligations wherever necessary, either in its own name or in the name of Trustor, and to pay and discharge all debt, obligations and liabilities incurred thereby. All such sums so advanced by Beneficiary (exclusive of advances of the principal of the indebtedness secured hereby) shall be added to the principal of the indebtedness secured hereby and shall be secured by this Deed of Trust and shall be due and payable on demand with interest at the highest rate of interest permitted by law; 18. Should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor, and shall be entitled at its option to commence, appear in and prosecute an its own 11087~0014\702373.4 4 name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage. All such compensation, awards, damages, rights of action and proceeds, including the proceeds of any policies of fire and other insurance affecting the Property, are hereby assigned to Beneficiary. After deducting therefrom all its expenses, including attorneys' fees, the balance of the proceeds shall be applied to the amount due under the Note secured hereby. No amount applied to the reduction of the principal shall relieve Trustor from making additional payments as required by the Note; 19. Upon default by Trustor in making any payments provided for herein or in the Note secured hereby, or if Trustor shall fail to perform any covenant or agreement in any of the Agency Documents within thirty (30) days after written demand therefor by Beneficiary (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Trustor fall to promptly commence such cure, and diligently prosecute same to completion), Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the Property to be sold, which notice Trustee shall cause to be duly filed for record, and Beneficiary may foreclose this Deed of Trust. Beneficiary shall also deposit with Trustee this Deed of Trust, the Note and all documents evidencing expenditures secured hereby; 20. After the lapse of such time as may then be required by law following the recordation of such notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in such notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. Trustee shall apply the proceeds of sale to payment of: (a) the expenses of such sale, together with the reasonable expenses of this trust including therein Trustee's fees or attorneys' fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (b) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee's deed; (c) all sums expended under the terms hereof, not then repaid; (d) all other sums then secured hereby; and (e) the remainder, if any, to the person or persons legally entitled thereto; 21. Beneficiary may from time to time substitute a successor or successors to Trustee named herein or acting hereunder to execute this Deed of Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee; 11087~0014\702373.4 5 22. The pleading of any statute of limitations as a defense to any and ail obligations secured by this Deed of Trust is hereby waived to the fullest extent permissible by law; 23. A full release of this Deed of Trust shall be recorded at the time the Note is paid in full or otherwise canceled pursuant to the Note, and such release shall be recorded in the Riverside County Recorder's Office. Additionally, at such time as the Note is paid in full or otherwise canceled pursuant to the Note, Beneficiary may submit a written request stating that all sums secured hereby have been paid or forgiven pursuant to the Note, and upon surrender of this Deed of Trust and the Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto;" 24. The trust created hereby is irrevocable by Trustor; 25. This Deed of Trust applies to, inures to the benefit of; and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term "Beneficiary" shall include not only the original Beneficiary hereunder but aiso any future owner and holder, including pledgees of the Note secured hereby. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural; 26. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee; 27. Trustor agrees at any time and from time to time upon receipt of a written request from Beneficiary, to furnish to Beneficiary a detailed statement in writing of income, rents, profits and operating expenses of the Property, and the names of the occupants in possession, together with full information regarding all purchase and sale and occupancy agreements, and such other information regarding the Property and its use as may be requested by Beneficiary; 28. Trustor shall permit Beneficiary and its agents or representatives to inspect the Property at any and all reasonable times with or without advance notice. Inspections shall be conducted so as not to interfere with the occupants' use and enjoyment of the Property; 29. The Debt Amount secured hereby shall be subject to the restrictions set forth in the Agency Documents, and Trustor hereby consents to such restrictions and agrees to be bound thereby. Such restrictions shail be in addition to and not in limitation of the rights of Beneficiary expressly set forth in this Deed of Trust; 30. It is hereby expressly agreed and acknowledged by Trustor and Beneficiary that this Deed of Trust is and shail remain a lien on the Property. Nothing herein shall be construed to subordinate the covenants, conditions and restrictions of this Deed of Trust to any lien or 11087\0014\702373.4 6 encumbrance; provided, however, if Trustor refinances the Property without taking out any cash or uses the proceeds from the refinance for the construction of improvements to the Property, then Beneficiary shall subordinate this Deed of Trust to such new financing; 31. For purposes of this Deed of Trust, "Hazardous Materials" shall mean any substance, chemical, compound or mixture which is (or contains or is the decomposition product of any substance, chemical compound, or mixture which is): a. a "Hazardous Substance," "Hazardous Material," "Hazardous Waste," or "Toxic Substance" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601, et sea., the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et se__q., or the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; b. an "Extremely Hazardous Waste," a "Hazardous Waste," or a "Restricted Hazardous Waste," under Sections 25115, 25117 or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to Sections 25140 or 44321 of the California Health and Safety Code; c. a "Hazardous Material," "Hazardous Substance," "Hazardous Waste," "Toxic Air Contaminant," or "Medical Waste" under Sections 25281, 25316, 25501, 25501.1, 25023.2 or 39655 of the California Health and Safety Code; d. "Oil" or a "Hazardous Substance" listed or identified pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. Section 1321, as well as any other hydrocarbonic substance or by-product; e. listed or defined as a "Hazardous Waste," "Extremely Hazardous Waste," or an "Acutely Hazardous Waste" pursuant to Chapter 11 of Title 22 of the California Code of Regulations; f. listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity pursuant to Section 25249.9(a) of the California Health and Safety Code; g. a material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, damages or threatens to damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or public agency requires in order for the Property to be put to any lawful purpose; h. any material whose presence would require remediation pursuant to the guidelines set forth in the State of Califomia Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank; i. pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136, et sea.; 11087\0014\702373.4 7 j. asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. Sections 2601, et seq.; k. any radioactive material including, without limitation, any "source material," "special nuclear material," "by-product material," "Iow-level wastes," "high-level radioactive waste," "spent nuclear fuel," or "transuranic waste," and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. Sections 201 I, et seq., the Nuclear Waste Policy Act, 42 U.S.C. Sections 10101, et se__q., or pursuant to the California Radiation Control Law, California Health and Safety Code Sections 25800, et seq., 1. regulated under the Occupational Safety and Health Act, 29 U.S.C. Sections 651, et seq., or the California Occupational Safety and Health Act, California Labor Code Sections , et se_~_q.; and/or m. regulated under the Clean Air Act, 42 U.S.C. Sections 7401, et seq. or pursuant to Division 26 of the California Health and Safety Code; 32. In addition to the general and specific representations, covenants and warranties set forth in the Deed of Trust or otherwise, Trustor represents, covenants and warrants, with respect to Hazardous Materials, as follows: a. Neither Trustor nor, to the best knowledge of Trustor, any other person, has ever caused or permitted any Hazardous Materials to be manufactured, placed, held, located or disposed of on, under or at the Property or any part thereof, and neither the Property nor any part thereof or any property adjacent thereto has ever been used (whether by Trustor or, to the best knowledge of Trustor, by any other person) as a manufacturing site, dump site or storage site (whether permanent or temporary) for any Hazardous Materials; b. Trustor hereby agrees to indemnify Beneficiary, its officers, employees, contractors and agents, and hold Beneficiary, its officers, employees, contractors and agents harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Beneficiary, its officers, employees, contractors or agents for, with respect to, or as a direct or indirect result of, the presence or use, generation, storage, release, threatened release or disposal of Hazardous Materials on or under the Property after the date hereof or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from the Property after the date hereof (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under CERCLA, any so-called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, role, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials), regardless of whether or not caused by, or within the control of Trustor; c. Trustor has not received any notice off (i) the happening of any event involving the use, spillage, discharge or cleanup of any Hazardous Materials ("Hazardous Discharge") affecting Trustor or the Property; or (ii) any complaint, order, citation or notice with 11087\0014\702373.4 8 regard to air emissions, water discharges, noise emissions or any other environmental, health or safety matter affecting Trustor or the Property ("Environmental Complaint") fi.om any person or entity, including, without limitation, the United States Environmental Protection Agency ("EPA"). If Trustor receives any such notice after the date hereof, then Trustor shall give, within seven (7) business days thereafter, oral and written notice of same to Beneficiary; d. Without limitation of Beneficiary's rights under this Deed of Trust, Beneficiary shall have the right, but not the obligation, to enter onto the Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any such Hazardous Materials or Hazardous Discharge upon its receipt of any notice from any person or entity, including without limitation, the EPA, asserting the existence of any Hazardous Materials or an Environmental Complaint on or pertaining to the Property which, if tree, could result in an order, suit or other action against Trustor affecting any part of the Property by any governmental agency or otherwise which, in the sole opinion of Beneficiary, could jeopardize its security under this Deed of Trust. All reasonable costs and expenses incurred by Beneficiary in the exercise of any such rights shall be secured by this Deed of Trust and shall be payable by Trustor upon demand, together with interest thereon at a rate equal to the highest rate payable under the Note secured hereby; e. The foregoing representations, covenants, indemnities and warranties shall be continuing and shall be true and correct for the period from the date hereof to the date of the full release and reconveyance of this Deed of Trust (whether by payment of the indebtedness secured hereby or foreclosure or action in lieu thereof), and these representations, covenants, indemnities and warranties shall survive such release and reconveyanee. 33. Prior to the repayment in full of the Debt Amount and the full release and reconveyance of this Deed of Trust, Trustor shall not assign or attempt to assign the Note or any right therein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property, any improvements thereon, or any portion thereof or interest therein (referred to hereinafter as a "Transfer"), without the prior written consent of Beneficiary, which consent may be withheld in the sole and absolute discretion of Beneficiary, except as otherwise permitted in this Deed of Trust. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. If consent should be given, any such Transfer shall be subject to this Section, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein, subject to the provisions of paragraph (f) of this Section, below. a. Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by Beneficiary, to fulfill the obligations undertaken by Trustor in the Agency Documents. Any such proposed transferee, by instrument in writing satisfactory to Beneficiary and in form recordable among the land records of Riverside County, for itself and its successors and assigns, and for the benefit of Beneficiary, shall expressly assume all of the obligations of Trustor under the Agency Documents, and agree to be subject to ail conditions and restrictions applicable to Trustor in this Deed of Trust and the Note. There shall be submitted to Beneficiary for review all instruments and other legal documents proposed to effect any such transfer; and if approved by Beneficiary, its approval shall be indicated to Trustor in writing. 11087\0014\702373.4 9 b. In the absence of specific written agreement by Beneficiary, no unauthorized Transfer, or approval thereof by Beneficiary, shall be deemed to relieve Trustor or any other party fi.om any obligations under any Agency Document. c. In the event of a Transfer without the prior written consent of Beneficiary, which consent shall be in Beneficiary's sole and absolute discretion, then, at Beneficiary's option, Beneficiary may declare the outstanding principal amount of the Note and all other sums secured hereby to be due and payable immediately, and upon such declaration such principal and interest and other sums shall immediately become and be due and payable. d. Notwithstanding paragraphs (a) and (b) of this Section, "Transfer" shall not include any of the following Permitted Transfers: (i) a conveyance of a security interest in the Property to a primary loan approved in advance by Beneficiary, or the conveyance of title to the Property in connection with a foreclosure, a deed in lieu of foreclosure or similar conversion of such loan; (ii) Periodic and routine changes in board membership and/or employment of management staff shall not constitute a Transfer, nor shall a change in not more than forty-nine percent (49%) of the directors of Trustor constitute a Transfer; (iii) A conveyance of the Property to a new entity shall not constitute a Transfer if Trustor continues to control not less than fifty-one percent (51%) of the directors of the entity owning the Property; and e. Beneficiary shall not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder, except as provided otherwise herein. Any disapproval shall be in writing and contain Beneficiary's reasons for disapproval. 34. The following shall constitute an Event of Default by Trustor hereunder: a. Failure of Trustor to pay, when due, principal and any other sums or charges due under the Note, in accordance with the provisions set forth in the Note; and bo Documents. A breach of the terms, conditions or covenants of any of the Agency 35. Upon the occurrence of an Event of Default as described in Section 34, Trustor shall be obligated to repay the Debt Amount, and Beneficiary may, by action, suit or proceeding at law or in equity, sue for, and enforce payment of any and all amounts due by Trustor pursuant to the terms of the Note and/or sue to enforce the performance of the obligations of Trustor under any of the Agency Documents, subject to the terms and conditions of such documents; 36. All expenses (including reasonable attorneys' fees and costs and allowances) incurred in connection with an action to foreclose, or the exercise of any other remedy provided by this Deed of Trust, including the curing of any Event of Default, shall be the responsibility of Trustor; and 11087\0014\702373.4 10 37. Each successor owner of an interest in the Property, other than through foreclosure or deed in lieu of foreclosure, shall take its interest subject to this Deed of Trust. 11087\0014\702373.4 1 1 EXHIBIT A LEGAL DESCRIPTION [See Attached] 11087\0014\702373.4 A-12 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Temecula 43200 Business Park Drive Temecula, California 92590 Attention: City Clerk (Space Above This Line for Recorder's Use) Exempt from recording fees pursuant to California Government Code Section 27383 DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS) THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (with Assignment of Rents) (this "Deed of Trust") is made as of January ,2003, by , ("Trustor"), whose address is ., ; to the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Trustee"), whose address is 43200 Business Park Drive, Temecula, Califomia 92589-9033; for the benefit of the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Beneficiary"), whose address is 43200 Business Park Drive, Temecula, California 92589- 9033. Trustor is the fee simple owner of a condominium unit commonly known as ., Temecula, California , which is more particularly described on Exhibit A attached hereto (the "Unit"), and which is part of that certain condominium project commonly known as the Rancho Meadows Condominium Complex, a common interest development located in the Temecula Redevelopment Project Area immediately south of the intersection of State Highway 79 and La Paz Road in the City of Temecula, County of Riverside, State of California (the "Complex"). The Complex is governed by the Rancho Meadows Homeowners Association, a California nonprofit mutual benefit corporation ("Association"). Association has applied for, and Beneficiary has agreed to make, a construction loan, to facilitate and fund the rehabilitation of the common areas of the Complex (the "Loan"), on the terms, and subject to the conditions, set forth in that certain Construction Loan Agreement dated as of January ,2003, executed by Association and Beneficiary (the "Loan Agreement"). The Loan is evidenced by that certain Promissory Note dated January ,2003, executed by Association and payable to Beneficiary in the original principal amount of Seven Hundred Thirty Thousand Dollars ($730,000) (the "Note"). TRUSTOR GRANTS, TRANSFERS AND ASSIGNS, as a condition precedent to Beneficiary's obligation to make the Loan pursuant to the Loan Agreement and because 11087~0014\702364.5 1 Beneficiary's agreement to make the Loan is of substantial and material benefit to Trustor, to Trustee (its successors and assigns forever), to have an to hold in trust for the benefit of Beneficiary, upon the trusts, covenants, conditions and agreements and for the uses and purposes set forth herein, with power of sale, and right of entry and possession, all of its fight, title and interest in and to: 1. The Unit; 2. All rents, issues and profits from the Unit; 3. All fixtures and furnishing now or hereafter attached to or used in and about the Unit, including, but not limited to, all laundry and HVAC equipment, cooking and plumbing apparatus, mantles, cabinets, refrigerators and window coverings (it being hereby agreed that all such fixtures and furnishings shall, to the extent permitted by law, be deemed to be permanently affixed to and a part of the real property); 4. All goods, chattels and articles of personal property now or hereafter attached to or used in and about the Unit that are necessary to the comfortable use and occupancy of the Unit; and 5. All renewals or replacements of the foregoing or articles in substitution therefor, whether or not the same are, or shall be, attached to the Unit in any manner (collectively, the "Property"). FOR THE PURPOSE OF SECURING: 1 Payment of Two Thousand Eight Hundred Dollars ($2,800) of the principal amount of the Loan (the "Debt Amount") as and when the same shall become due and payable under the Loan Agreement, the Note and/or this Deed of Trust; and 2 The performance of each agreement of Trustor under that certain Restrictive Covenant and Option to Purchase of even date herewith, by and between Trustor and Beneficiary (the "Restrictive Covenant"). The Loan Agreement, the Note, this Deed of Trust and the Restrictive Covenant are collectively referred to as the "Loan Documents." TO PROTECT THE SECURITY HEREOF, TRUSTOR COVENANTS AND AGREES: 1. That it will pay the Debt Amount at the time and in the manner provided herein. 2. That it will not permit or suffer the use of the Property for any purpose other than the use set forth in the Restrictive Covenant. 3. Upon default under the Loan Documents, Beneficiary, at its option, may declare the whole of the Debt Amount to be due and payable. 11087\0014\702364.5 2 4. That all rents, profits and income from the Property are hereby assigned to Beneficiary for the purpose of discharging the Debt Amount. Permission is hereby given to Trustor, so long as no default exists under the Loan Documents, to collect such rents, profits and income. 5. That upon default under the Loan Documents, Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the Property and operate the same and collect the rents, profits and income therefrom. 6. That Trustor will keep the Property insured against loss by fire and such other hazards, casualties and contingencies as may be required in writing from time to time by Beneficiary, and all such insurance shall be evidenced by a standard fire and extended coverage insurance policy. In no event shall the amounts of coverage be less than one hundred pement (100%) of the insurable value of the Property. Such policy shall be endorsed with a standard mortgagee clause with loss payable to Beneficiary, and a certificate thereof, together with a copy of the original policy, shall be deposited with Beneficiary. 7. To pay, at least ten (10) days before delinquency, all taxes and assessments affecting the Property, and all encumbrances, charges and liens, with interest, on the Property that appear to be prior or superior hereto. 8. To keep the Property in good condition and repair, to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting the Property; not to commit or permit waste thereof; not to commit, suffer or permit any act upon the Property in violation of covenants, conditions and/or restrictions affecting the Property. 9. To appear in and defend any action or proceeding purporting to affect the security hereof or the fights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear. 10. Should Trustor fail to make any payment or do any act as herein provided, then Beneficiary or Trustee may, but without any obligation to do so and without notice to or demand upon Trustor and without releasing Tmstor from any obligation therefor, make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Beneficiary or Trustee being authorized to enter upon the Property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee hereunder; may pay, purchase, contest or compromise any encumbrance, charge or lien which, in the judgment of either, appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary fees, costs and expenses. 11. Trustor further covenants that it will not voluntarily create, suffer or permit to be created against the Property any lien or liens except as authorized by Beneficiary. 12. Trustor agrees to pay to Beneficiary, or to the authorized financial servicing representative of Beneficiary, a charge not to exceed Fifteen Dollars ($15) for providing a 11087\0014\702364.5 3 statement regarding the obligation secured hereby as provided by Section 2954, Article 2, Chapter 2, Title 14, Division 3 of the California Civil Code. IT IS AGREED THAT: 1. Should the Property be damaged by fire, earthquake or in any other manner, Beneficiary shall be entitled to all compensation, awards, damages, fights of action and proceeds and shall be entitled, at its option, to commence, appear in and prosecute any action or proceedings, or to make any compromise or settlement thereof, in connection with such damage. All such compensation, awards, damages, fights of action and proceeds, including the proceeds of any insurance policies affecting the Property, are hereby assigned to Beneficiary. After deducting therefrom all of its expenses, including attorneys' fees, the balance thereof shall be applied to the Debt Amount. No amount applied to the reduction of the Debt Amount shall relieve Trustor from making additional payments as required hereby. 2. Upon default under the Loan Documents, Beneficiary may declare the whole of the Debt Amount to be due and payable by delivery to Trustee of a written declaration of default and demand for sale, and of a written notice of default and of election to cause the Property to be sold, which notice Trustee shall cause to be duly filed for record, and Beneficiary may foreclose this Deed of Trust. Beneficiary shall also deposit this Deed of Trust and all other documents evidencing expenditures secured hereby with Trustee. 3. After the lapse of such time as may then be required by law following the recordation of such notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in such notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at the time of sale. Trustee may postpone the sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereofi Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. Trustee shall apply the proceeds of the sale to payment of: (a) the expenses of such sale, (b) all sums expended under the terms hereof, not then repaid, (c) Debt Amount, and (d) the remainder, if any, to the person or persons legally entitled thereto. 4. Beneficiary may from time to time substitute and appoint a successor or successors to the trustee named herein or acting hereunder. Upon such substitution and appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers and duties conferred upon the trustee named herein or acting hereunder. Each such substitution and appointment shall be made by a written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly filed for record, shall be conclusive proof of proper substitution and appointment of the successor trustee. 5. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the fullest extent permissible by law. 11087\0014\702364.5 4 6. At such time as the Debt Amount is paid in full or otherwise canceled pursuant to the Loan Documents, Beneficiary shall notify Trustee in writing that all sums secured hereby have been paid or canceled and Trustee shall reconvey the Property without warranty. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." 7. Trustor may not revoke the trust created hereby. 8. This Deed of Trust applies to, inures to the benefit of; and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term "Beneficiary" shall include not only the beneficiary named herein but also any future owner and holder, including pledgees, of the Note. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 9. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is filed for record as provided by law. Except as otherwise provided by law, Trustee is not obligated to notify any party hereto of a pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. 10. Except as provided in Section 6, this Deed of Trust is and shall remain a lien on the Property. Nothing herein shall be construed to subordinate the covenants, conditions and restrictions of this Deed of Trust to any lien or encumbrance; provided, however, that if Trustor refinances the Property without taking out any cash or uses the proceeds from such refinance for the construction of improvements to the Property (a "Permitted Refinance"), then Beneficiary shall subordinate this Deed of Trust to such new financing. 11. Except as otherwise permitted herein, Trustor shall not make any sale, transfer, conveyance, encumbrance or assignment of the Property, or any portion thereof or interest therein (a "Transfer"), without the prior written consent of Beneficiary, which consent may be withheld in the sole and absolute discretion of Beneficiary. Consent to one such Transfer shall not be deemed to be a waiver of the right to require consent to future or successive Transfers. If consent should be given, any such Transfer shall be subject to this Section 11, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions hereof. Notwithstanding the forgoing, a Transfer shall not include a Permitted Refinance or the conveyance of title to the Property in connection with a foreclosure, a deed in lieu of foreclosure or similar conveyance. 12. Because the Property is collateral for the Loan, Trustor may be treated as a surety, or held to have the rights, remedies or defenses of a surety, for the obligations of Association under the Note and the Loan Agreement. Therefore, to the fullest extent permitted by law, Trustor hereby knowingly, voluntarily and irrevocably: 11087~0014\702364.5 5 12.1 Waives and agrees not to assert or take advantage of any surety rights, remedies or defenses, including, but not limited to, those available under California Civil Code ("CC") Sections 2787 to 2855, inclusive, 2899 and 3433. 12.2 Agrees that the validity, priority and enforceability of this Deed of Trust shall not be impaired or otherwise affected by (a) any failure of Tmstor to receive notice, except as expressly required hereunder, of any default under the Loan Documents; (b) any failure of Trustor to receive notice of, or consent to, the release by Beneficiary of any other collateral for, or guaranty of, the Loan; and (c) any failure of Beneficiary to enforce any other right or remedy, or to resort to any other collateral or guaranty, before enforcing Beneficiary's foreclosure, receivership and other remedies under this Deed of Trust. 12.3 Waives (a) any claim against Association as a result of Beneficiary's enforcement of its remedies under this Deed of Trust; and (b) any right to receive, resort to, or in any way have the benefit of any other collateral or guaranty held by Beneficiary. 12.4 Acknowledges that it has been made aware of the provisions of CC Section 2856, has read and understands the provisions of that statute, has been advised by legal counsel as to the scope, purpose and effect of that statute, and based thereon, and, without limiting the foregoing waivers, agrees to waive all suretyship rights and defenses described in CC Section 2856(a). [This Space Intentionally Left Blank; Signatures Begin On The Next Page] 11087\0014\702364.5 6 1N WITNESS WHEREOF, Tmstor has duly executed this Deed of Trust, Security Agreement and Fixture Filing (with Assignment of rents) as of the day and year first above written. TRUSTOR: By: Name: By: Name: 11087\0014\702364.5 7 EXHIBIT A LEGAL DESCRIPTION OF THE UNIT (See Attached) 11087\0014\702364.3 - 8 - PROMISSORY NOTE $730,000 Temecula, California January ,2003 FOR VALUE RECEIVED, the undersigned, RANCHO MEADOWS HOMEOWNERS ASSOCIATION, a California nonprofit mutual benefit corporation ("Maker"), hereby promises to pay to the order of the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Holder"), at 43200 Business Park Drive, P.O. Box 9033, Temecula, California 92589-9033, Attn.: Executive Director, or at such other place as may be designated in writing by Holder, without prior demand, deduction or offset, the sum of Seven Hundred Thirty Thousand Dollars ($730,000)), or so much of that sum as may be advanced under this Note by any holder hereof (the "Loan"), with no interest accruing. This Promissory Note (this "Note") is issued pursuant to and arises out of the terms and conditions of that certain Construction Loan Agreement of even date herewith by and between Maker and Holder (the "Loan Agreement"), concerning that certain condominium project commonly known as the Rancho Meadows Condominium Complex, a common interest development located in the Temecula Redevelopment Project Area immediately south of the intersection of State Highway 79 and La Paz Road in the City of Temecula, County of Riverside, State of California (the "Property"). The entire outstanding principal balance of this Note shall be due and payable on or before the forty-fifth (45th) anniversary of the date hereof(the "Maturity Date"). No payments of principal shall be due during the term of the Loan until the Maturity Date or upon a default by Maker under any of the "Loan Documents" (as defined below); provided, however, that in the event owners of the Units pay off the liens described in Section 5.4 of the Loan Agreement, which liens are required to be executed by owners of the Units in connection with the Loan, then Holder agrees to forgive a corresponding amount of the principal of this Note. In the event Maker has not breached the terms and conditions of the Loan Documents, then Holder shall forgive all outstanding principal due under this Note upon the Maturity Date. In no event shall the principal amount of the Loan evidenced hereby exceed Seven Hundred Thirty Thousand Dollars ($730,000) at any time during the term of this Note. Maker acknowledges that late payments shall cause Holder to incur costs not contemplated by this Note or the Loan evidenced hereby. Hence, Maker promises to pay, for any payment not received within five (5) calendar days after payment is due, a late charge equal to five pement (5%) of the overdue amount. Acceptance of any late charge shall not constitute a waiver of the default with respect to the overdue amount, and shall not prevent Holder from exercising any of the rights and remedies available to Holder. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Holder will incur by reason of late payment. Maker may prepay, without penalty or premium, any amount of the interest, if any, or principal under this Note prior to the due date hereof. All payments hereunder, including any 11087\0014\666194.7 1 prepayments, shall be credited first, to any unpaid late charges and attomeys' fees, second, to accrued interest, if any, and the balance shall be credited to principal. Should Maker default in the performance of any of the covenants or agreements of Maker contained in this Note, the Assignment of Assessment Rights, the Loan Agreement, or any other instrument executed by Maker in connection with the Loan (collectively, the "Loan Documents"), and if such default is not cured within the requisite time period from Holder's notice to Maker of such default (if any such cure period is applicable), then, at Holder's option, all sums owing hereunder shall, at once, become due and payable. Thereafter, interest shall accrue at the maximum legal rate permitted to be charged by non-exempt lenders under the usury laws of the State of California. This Note shall be governed by and construed in accordance with the laws of the State of California. Failure of Holder to assert any right in this Note shall not be deemed a waiver of such right. All parties who are obligated to pay any portion of the indebtedness represented by this Note, whether as principal, surety, guarantor or endorser, hereby waive presenlxnent for payment, demand, protest, notice of protest and notice of dishonor, and all other notices to which they might otherwise be entitled, and further waive all defenses based on release of security, extension of time or other indulgence given in respect to payment of this Note, to whomsoever given, and further waive ail defenses, generally, except the defense of actual payment of this Note according to this Note's tenor. Maker covenants and agrees to pay all costs and expenses of collection, whether by suit or otherwise, at any time or from time to time incurred, including without limitation attorneys' fees, court costs and all costs and expenses actually incurred in connection with the enfomement of the Loan Documents. Such costs shall be added to the balance of principal then due. Subject to the foregoing, the terms of this Note shall be binding upon and inure to the benefit, as the case or context may require, of the respective heirs, successors in interest and assigns of Maker and Holder. This Note may be subject to California Civil Code Section 2966, which provides that Holder shall give written notice to Maker, or Maker's successor in interest, of prescribed information at least sixty (60) and not more than one hundred fifty (150) days before any balloon payment is due. Time is of the essence with respect to each and every provision hereof. If any provision hereof is found to be invalid or unenforceable by a court of competent jurisdiction, the invalidity thereof shall not affect the enforceability of the remaining provisions of this Note. 11087\0014\666194.7 2 [This Space Intentionally Left Blank; Signatures Begin On The Next Page] 11087\0014\666194.7 3 IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and year first above written. MAKER: RANCHO MEADOWS HOMEOWNERS ASSOCIATION, a Califomia nonprofit mutual benefit corporation By: Name: Its: By: Name: Its: 11087\0014\666194.7 4 ITEM 3 APPROVAL CITY ATTORNEY FINANCE OFFICER CITY MANAGER TEMECULA CITY COUNCIL/TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT DATE: TO: FROM: SUBJECT: February 11, 2003 City Manager/Executive Director and City Council/Agency Members John Meyer, Redevelopment Director ~ Affirmed Housing Sixth Street Homeownership Project RECOMMENDATION: 1. That the City Council adopt a resolution entitled: RESOLUTION NO. 02 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND AFFIRMED HOUSING PARTNERS-- TEMECULA, LLC (6TM STREET HOUSING PROJECT) 2. That the Redevelopment Agency Board adopt a resolution entitled: RESOLUTION NO. RDA 02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETVVEEN THE AGENCY AND AFFIRMED HOUSING PARTNERS--TEMECULA, LLC (6TM STREET HOUSING PROJECT) R:~ousing2001~Affirmed DDA Amendment staff mportdoc BACKGROUND: City Council/Agency Board approved the Disposition and Development Agreement (DDA) with Affirmed Housing on February 23, 2003. The project, generally located on the north side of Sixth Street, will consist of 14 new single-family detached homes and 3 rehabilitated single-family homes (see attached site plan). The total project site is approximately 96,000 square feet with lot sizes ranging from 4,100 to nearly 8,000 sq. f. The houses are arranged along Sixth Street, a new public cul-de-sac and a private lane. The project includes four (4) floor plans, with the homes ranging between 1,220 sq. ft. and nearly 1,800 sq. ft. The smaller houses will have three bedrooms/two baths and the larger homes will have four bedrooms/three baths. The remodels are generally the same size, however, two of the remodels are two bedrooms units. The homes have been designed to fit into the historical context of the Pujol neighborhood with both Spanish Colonial and Califomia Bungalow styling. All the homes will have front yard landscaping and backyard fencing. The total amount of Agency assistance for the project is $1.517 million ($89,000 times 17 homes). The assistance will be provided as follows: Agency Land Contribution Additional Agency Contribution $ 308,000 $1,209,000 $1,817,000 As part of the DDA process, the Agency and the developer had to agree on the anticipated cost of the homes and the anticipated sales price of the homes. Further, the DDA details what would happen if the units cost more or less for what was agreed and what would happen if the units sold for more or less than what was agreed. The developer estimates a 20% increase in construction costs based on two bids, which equates to $450,000. As a result of the escalation in the local housing market, the developer estimates the achievable sales prices have increased approximately $490,000. DISCUSSION: The developer is requesting the Agency raise the sales price from an average of $148,000 to $176,000. On this basis, the developer would receive 100% of the sales revenue up to the revised threshold, thereby allowing the developer to absorb the cost overrun (the maximum sales price is defined by the moderate-income limit imposed per the DDA, currently estimated at $211,000). In support of the developer's request is the fact that both construction costs and home prices are rising. KMA has reviewed the two bids and finds them to be reasonable. The developer's request does not result in any additional financial impact to the Agency, nor provide any additional proceeds to the developer. In opposition to the request, the developer specifically agreed to guarantee construction costs and share surplus sales revenue. Rising sales prices may ultimately support sales prices close to the moderate-income threshold. In this case the developer's 50% of the surplus would generate the sufficient revenue to absorb the cost overrun. However, this would cause the developer to strive for the absolute highest price (closing out some buyers) simply to break even - with no opportunity for upside. Therefore, we recommend amending the DDA to revise both the construction cost and sales price thresholds. This will provide developer more incentive to seek construction cost savings related to the revised threshold and allows developer to absorb the cost overrun within his pro R:~ousing2001 ~Affirmed DDA Amendment staff report.doc forma. This adjustment is important to the private lender, Bank of Amedca, which does not find the project sufficiently attractive because of the limited upside. In order to facilitate the construction of the project, the Amendment also contains a revised project development schedule. In addition, the developer has requested some modification to the insurance requirements. Affirmed Housing will maintain the $3 million liability as originally required but the contractor's liability coverage will be lowered to $1 million. Both our attorney and risk manager have reviewed the request and believe this will provide adequate coverage. FISCAL IMPACT: As outlined in the body of the report, the proposed amendment will not result in any additional cost to the Agency. Attachment: Proposed Site Plan/Elevation Resolutions First Amendment to the Disposition and Development Agreement R:~Housing2001~Affinned DDA Amendment staff repod.doc SITE PLAN RESOLUTION NO. RDA 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE CITY AND AFFIRMED HOUSING PARTNERS- LLC (6TM STREET HOUSING TEMECULA, PROJECT) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council hereby finds, determines and declares that: A. City and Affirmed Housing Partners--Temecula, LLC, ("Developer") have entered into a Disposition and Development Agreement dated as of February 26, 2002 (the "DDA") which provided for, among other things, the City's contribution to Developer of certain real property described therein (the "Property") and the City's making a "predevelopment loan" to Developer to be secured by the Property (the "City Loan") for the purpose of facilitating the development of a home-ownership project constructing 14 new single family houses and three rehabilitated single family houses for persons and families of low or moderate income. Capitalized terms used herein but not defined shall have the meaning set forth in the DDA. B. The City Loan is secured by a Deed of Trust, Security Agreement and Fixtures Filing (with Assignment of Rents) dated February 26, 2002 executed by Developer, as trustier, in favor of Agency, as beneficiary, and recorded on April 18, 2002, in the Official Records of the County of Riverside, California as Document No. 2002-201994 (the "Deed of Trust"). C. City and Developer desire to clarify and modify some of the terms of the DDA and the Agency Loan. D. The approval of this First Amendment by the Agency constitutes an action by the City to implement an adopted Housing Assistance Plan by acquiring interests in housing units to assure they are affordable to persons of low and moderate income. Therefore, the Project is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15326 of the CEQA Guidelines (Title 14 of the California Code of Regulations). Section 2. The City Council hereby approves that certain agreement entitled "First Amendment to DDA and Promissory Note" between the Agency and Affirmed Housing Partners--Temecula, LLC, with such changes in each document as may be mutually agreed upon by the Developer and the City Manager as are in substantial conformance with the form of such Agreement which on file in the Office of the City Clerk. The Mayor is hereby authorized to execute the Agreement, including related R:~ousing 2002~cottagesofOldTown~ityreso. DOC exhibits and attachments on behalf of the City. A copy of the final Agreement when executed by the Mayor shall be placed on file in the Office of the City Clerk. Section 3. The City Manager (or his designee), is hereby authorized, on behalf of the Agency, to take all actions necessary and appropriate to carry out and implement the Agreement and to administer the Agency's obligations, responsibilities and duties to be performed under the Agreement and related documents, including but not limited to the Promissory Note, Deed of Trust, Regulatory Agreement, acceptances, escrow instructions, certificates of completion and such other implementing agreements and documents as contemplated or described in the Agreement. Section 4. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED by the City Council of the City of Temecula at a regular meeting held on the 11th day of February, 2003. ATTEST: Jeff Stone, Mayor Susan W. Jones, CMC City Clerk [SEAL] R:~Housing 2002~cottagesofOIdTown~cityreso. DOC STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA ) ) ss ) I, Susan Jones, CMC, Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that Resolution No. RDA 03-__ was duly and regularly adopted by the Board of Directors of the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on the 1 lth day of February, 2003, by the following vote, to wit: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: ABSTAIN: BOARDMEMBERS: Susan W. Jones, CMC City Clerk/Agency Secretary R:~ousing 2002~cott ageso fOIdTown~J['yreso. DOC RESOLUTION NO. RDA 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING FIRST AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND AFFIRMED HOUSING PARTNERS-TEMECULA, LLC (6TM STREET HOUSING PROJECT) THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section I. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby finds, determines and declares that: A. Agency and Affirmed Housing Partners--Temecula, LLC, ("Developer") have entered into a Disposition and Development Agreement dated as of February 26, 2002 (the "DDA") which provided for, among other things, the Agency's contribution to Developer of certain real property described therein (the "Property") and the Agency's making a "predevelopment loan" to Developer to be secured by the Property (the "Agency Loan") for the purpose of facilitating the development of a home-ownership project constructing 14 new single family houses and three rehabilitated single family houses for persons and families of low or moderate income. Capitalized terms used herein but not defined shall have the meaning set forth in the DDA. B. The Agency Loan is secured by a Deed of Trust, Security Agreement and Fixtures Filing (with Assignment of Rents) dated February 26, 2002 executed by Developer, as trustier, in favor of Agency, as beneficiary, and recorded on April 18, 2002, in the Official Records of the County of Riverside, California as Document No. 2002-201994 (the "Deed of Trust"). C. Agency and Developer desire to clarify and modify some of the terms of the DDA and the Agency Loan. D. The approval of this First Amendment by the Agency constitutes an action by the Agency to implement an adopted Housing Assistance Plan by acquiring interests in housing units to assure they are affordable to persons of low and moderate income. Therefore, the Project is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15326 of the CEQA Guidelines (Title 14 of the California Code of Regulations). Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecuia hereby approves that certain agreement entitled "First Amendment to DDA and Promissory Note" between the Agency and Affirmed Housing Partners--Temecula, LLC, with such changes in each document as may be mutually agreed upon by the Developer and the Agency Executive Director as are in substantial conformance with the form of such Agreement which on file in the Office of the Agency Secretary. The Chairperson of the Agency is hereby authorized to execute the Agreement, including related exhibits and attachments on behalf of the Agency. A copy of the final Agreement when executed by the Agency Chairperson shall be placed on file in the Office of the Secretary of the Agency. Section 3. The Executive Director of the Agency (or his designee), is hereby authorized, on behalf of the Agency, to take all actions necessary and appropriate to carry out and implement the Agreement and to administer the Agency's obligations, respon- sibilities and duties to be performed under the Agreement and related documents, including but not limited to the Promissory Note, Deed of Trust, Regulatory Agreement, acceptances, escrow instructions, certificates of completion and such other implementing agreements and documents as contemplated or described in the Agreement. Section 4. Resolution. The Secretary of the Agency shall certify the adoption of this PASSED, APPROVED AND ADOPTED by the Board of Directors of the Redevel- opment Agency of the City of Temecula at a regular meeting held on the __ day of February, 2003. ATTEST: Ron Roberts, Chairperson Susan W. Jones, CMC City Clerk/Agency Secretary [SEAL] R:~ousing 2002~cottagesofOIdTown\TRDA Rel.DOC STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA ) ) ss ) I, Susan Jones, CMC, Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that Resolution No. RDA 03-__ was duly and regularly adopted by the Board of Directors of the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on the __ day of February, 2003, by the following vote, to wit: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: ABSTAIN: BOARDMEMBERS: Susan W. Jones, CMC City Clerk/Agency Secretary R:~Housing 2002~cottagesofOIdTown\TRDA Rel.DOC FIRST AMENDMENT TO DDA AND PROMISSORY NOTE TI-~S FIRST AMENDMENT TO DDA AND PROMISSORY NOTE (this "Amendment") is dated as of February , 2003 and is entered into by and between the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency") and AFFIRMED HOUSING PARTNERS - TEMECULA, LLC, a California limited liability company ("Developer"). RECITALS A. Agency and Developer have entered into a Disposition and Development Agreement dated as of February 26, 2002 (the "DDA") which provided for, among other things, the Agency's contribution to Developer of certain real property described therein (the "Property") and the Agency's making a "predevelopment loan" to Developer to be secured by the Property (the "Agency Loan") for the purpose of facilitating the development of a home- ownership project constructing 14 new single family houses and three rehabilitated single family houses for persons and families of low or moderate income. Capitalized terms used herein but not defined shall have the meaning set forth in the DDA. B. The Agency Loan is secured by a Deed of Trust, Security Agreement and Fixtures Filing (with Assignment of Rents) dated February 26, 2002 executed by Developer, as trustor, in favor of Agency, as beneficiary, and recorded on April 18, 2002, in the Official Records of the County of Riverside, California as Document No. 2002-201994 (the "Deed of Trust"). C. Agency and Developer desire to clarify and modify some of the terms of the DDA and the Agency Loan. NOW, THEREFORE, in consideration of the foregoing recitals, the initial terms and covenants set forth herein and other considerations, the sufficiency of which is hereby acknowledged, Agency and Developer hereby agree as follows: AGREEMENT Conditions to Effectiveness. The effectiveness of this Amendment is hereby conditioned upon the satisfaction on or before April 1, 2003 of the following conditions precedent: (i) the execution, acknowledgment and delivery of a First Supplement to Deed of Trust in the form of Exhibit "A" attached hereto; (ii) the issuance by Chicago Title Insurance Company, at Developer's cost, of a 110.5 title insurance endorsement to the Agency's title policy for the Agency Loan, in form and substance acceptable to Agency, issuing the Deed of Trust, as amended by the First Supplement to Deed of Trust; 11087~0016\716585.4 (iii) the Agency's receipt and approval of the "subordination agreement" required by Bank of America (Developer's construction lender) as a condition to closing the construction loan for the Project; and (iv) the Agency's receipt and approval of an "intercmditor agreement" (or similar agreement) with Bank of America providing for the disbursement to Bank of America of funds available under the Agency Loan that have not been disbursed, and the disbursement of such Agency Loan funds by Bank of America to Developer, together with the construction loan funds, subject to normal construction loan disbursement conditions. Modifications to Promissory Note. Subject to the timely satisfaction of the conditions precedent described in Section 1 above, that certain Promissory Note Secured by Deed of Trust in the original principal amount of $459,000 executed by Developer in favor of Agency (the "Note") shall be modified as follows. (i) the principal amount of the Note shall be decreased to $312,000, and Agency hereby acknowledges and agrees that such sum represents the maximum amount of Excess Sales Proceeds that could be payable to Agency; (ii) Subsections 2a. and 2b. of the Note shall be deleted and shall be replaced with the following: "2. Payment Dates and Terms. a. Purpose of Note. This Note shall evidence Developer's contingent deferred obligation to pay up to Three Hundred Twelve Thousand Dollars ($312,000.00) of the Excess Proceeds (as defined below). Agency and Developer acknowledge that the principal sum of this Note is based upon an estimate of the highest possible amount that could potentially be realized from the sale of all of the Units, as based upon an analysis prepared by the Agency's consultant. Developer makes no representation or warranty that any of the Units will be sold in excess of the applicable Threshold Sales Price (as defined in Section 2.6.2 of the DDA). b. Profit Distribution. Developer shall be obligated to pay to Agency an amount equal to fifty percent (50%) of the actual Gross Sales Proceeds received in excess of the applicable Threshold Sales Price (as defined in Section 2.6.2 of the DDA) from the sale of each Unit of the Project (the "Excess Proceeds") as and when set forth below. The Excess Proceeds from a sale of a Unit shall be calculated as follows: (i) Statement Upon Sale of Unit. Prior to the close of escrow for the sale of a Unit, Developer shall: (1) Prepare and submit to Agency a statement ("Statement") showing the prospective actual Gross Sales Proceeds from 11087~0016\716585.4 -2 - the sale of the Unit, as evidenced by the escrow closing statement for the Unit that is to be sold, less the applicable Threshold Sales Price. (2) Calculate the amount of the Excess Proceeds to be paid to the Agency from the sale of the Unit ("Excess Proceeds Distribution"). Such Excess Proceeds Distribution shall be based upon the actual Gross Sales Proceeds received from the sale, less any Sales Proceeds Deficiencies that have not been previously used in calculating Excess Proceeds Distributions; as used herein, the term "Sale Proceeds Deficiencies" shall mean the amount, if any, by which the Threshold Sales Price for a sold Unit exceeds the Gross Sales Proceeds for that Unit; and (3) The Excess Proceeds Distribution owed to the Agency from the sale of the Unit shall be paid in cash directly to Agency through the escrow for the sale of the Unit. (ii) Partial Releases of Deed of Trust. Upon payment to Agency of the Excess Proceeds Distribution for a Unit and confirmation by the Agency that the Unit has been constructed or rehabilitated in accordance with the DDA and that Developer is not in default thereunder, Agency shall release/reconvey its Deed of Trust from the applicable Unit, such confirmation, payment and reco. t ' q! at/release to occur concurrently through the escrow for the sale of the applicable Unit. (iii) Final Statement. Prior to the close of escrow for the sale of the 17th Unit, or the Unit which results in the payment to Agency of Excess Sale Proceeds which, together with all Excess Sale Proceeds previously paid to Agency, total $312,000 (i.e., the principal amount of this Note), whichever occurs first, Developer shall: (1) Prepare and submit to Agency a final statement (the "Final Statement") containing the following information and calculations: Actual Gross Sales Proceeds from the sale of all Units sold as of the date of the Final Statement, as evidenced by escrow closing statements for each Unit sold, less the applicable Threshold Sales Prices; and Any backup information reasonably requested by Agency, all as of the date of such Final Statement. The Final Statement shall be accompanied by a certificate of an independent certified public accountant reasonably approved 11087~0016\716585.4 -3 - by the Agency attesting to the accuracy of the Final Statement. (2) Calculate the total actual Excess Proceeds Distribution owed to the Agency from the sale of all Units (if any) and pay same to the Agency, and upon receipt of such payment, Agency shall cancel this Note and release/reconvey the Deed of Trust in its entirety." (iii) the phrase "or so much thereof as shall from time to time be disbursed hereunder" shall be deleted from Section 1 of the Note; and (iv) in the event the total Excess Sales Proceeds received by Agency exceeds fifty pement (50%) of the amount (hereinafter referred to as the "Aggregate Excess Proceeds Amount") by which the aggregate Gross Sales Prices for all Units exceed the aggregate Threshold Sales Prices for all Units (as determined after the sale of the last Unit), then upon receipt of written request by the Developer together with supporting calculations and reasonable evidence of the Gross Sales Prices for all Units, Agency shall promptly refund to Developer the amount by which the total Excess Sales Proceeds received by Agency exceeds fifty pement (50%) of the Aggregate Excess Proceeds Amount. Modifications to DDA. Subject to the timely satisfaction (or express written waiver by Agency) of the conditions precedent described in Section 1 above, the DDA is modified and supplemented as follows: (i) the following shall be added to the DDA as a new Section 2.8: "2.8 Forgiveness of Agency Loan. Provided that all of the Units are sold by February 26, 2004, the Agency Assistance (all of which constitutes a loan to Developer) shall be reduced by the sum of $89,235.30 for each Unit sold such that, upon the sale of all seventeen of the Units by February 26, 2004, and payment to Agency of all of the Excess Sales Proceeds (as defined in the Note) to which Agency is entitled under the terms of the Note, the entirety of the Agency Assistance shall have been forgiven and Agency will retain only the Excess Sale Proceeds to which it is entitled under the terms of the Note (which shall not exceed the principal amount of the Note i.[~.., $312,000])." (ii) Agency acknowledges, and Developer hereby represents and agrees, that the Total Project Costs (as defined in Section 3.19 of the DDA) are $4,102,000 (excluding the value of the Site) and that the maximum amount payable under the construction contract for the Project is $2,307,208; (iii) Exhibit F to the DDA shall be deleted and shall be replaced by the new Exhibit F that is attached to this Amendment as Schedule 1. (iv) Both Exhibit J to the DDA and Exhibit B to the form of "Restrictive Covenant and Option to Purchase" which is attached to the DDA as Exhibit K shall be deleted and each shall be replaced by the new Exhibit that is attached to this 11087~0016~716585.4 -4 - Amendment as Schedule 2. Agency acknowledges that the "adopted program" referred to in Subsection 5.2.3(b) of the DDA is reflected on the new Exhibit J to the DDA. Agency agrees that, subject to the equity sharing program described on said Exhibit J and Agency's option to purchase and any related provisions set forth in Section 7 of the "Restrictive Covenant and Option to Purchase" applicable to and recorded against the Unit and notwithstanding Sections 4 and 6(b) of the Regulatory Agreement, Developer's successors-in-interest to a Unit may resell such Unit to persons and families who do not have incomes that constitute Low or Moderate Incomes. (v) Developer and Agency hereby agree that ail of the Agency Assistance (not only the pre-development loan described in Section 2.1.1 of the DDA) shall constitute a forgivable loan owed by Developer to Agency, and that the principal amount of the Note evidences only the maximum amount of Excess Sales Proceeds (as defined in the Note) that is payable to Agency from saies of the Units; (vi) Section 4.1 of the DDA shall be deleted and Developer acknowledges that the Development Fee shall not be payable with proceeds of the Agency Loan except for the $38,250 portion of the Developer Fee described in Section 2.1.1(e) of the DDA; however, Developer agrees not to pay to itself or receive a developer's fee for the Project in excess of $382,500. (vii) Notwithstanding anything to the contrary in the DDA (including, without limitation, Sections 4.2, 4.3 and 4.4 of the DDA), all portions of the pre- development loan not heretofore disbursed shall be disbursed by Agency to Bank of America upon the closing of the construction loan to be made by Bank of America to Developer for further disbursement by Bank of America to Developer in accordance with the terms of an intercreditor agreement (or similar agreement) between Bank of America and Agency. (viii) The phrase "Three Million Dollars ($3,000,000) "in Section 6.2.1 of the DDA shall be replaced with the phrase "One Million Dollars ($1,000,000)." (ix) The Project Development Schedule attached as Exhibit G to the DDA shall be deleted and the Project Development Schedule attached hereto as Exhibit "B" shall be substituted in lieu thereof. Developer Representations. Developer hereby represents and acknowledges that it has received, in cash, $796,511.00 of the funds available from the pre-development loan described in the DDA. Miscellaneous. Except as modified herein, the DDA, Note and Deed of Trust shail remain in full force and effect. This Amendment shail be governed by Caiifomia law (without regard to conflict of laws rules). Time is of the essence of each and every 11087~0016\716585.4 -5 - provision of this Amendment. parties with respect to the subject matter of this Amendment. IN WITNESS WHEREOF, Agency and Developer Amendment as of the date and year first shown above. AGENCY: DEVELOPER: TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Title: This Amendment contains the entire agreement of the have executed this AFFIRMED HOUSING PARTNERS - TEMECULA, LLC, a California limited liability company By: Affirmed Housing Group, a California corporation, its Manager By: Name: Title: APPROVED AS TO FORM: Richards, Watson & Gershon a professional corporation By: Peter M. Thorson Agency Counsel 11087~0016\716585.4 -6 - EXHIBIT "A' Form of First Supplement to Deed of Trust [Attached.] 11087~0016\716585.4 A-1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Temecula 43200 Business Park Drive Temecula, California 92590 Attention: City Clerk Exempt from recordin~ fees pursuant to Gov. Code Sec. 6103 & 27383 (Space Above This Line for Recorder's Use) FIRST SUPPLEMENT TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS) This First Supplement to Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) (the "First Supplement") is made as of February , 2003, by AFFIRMED HOUSING PARTNERS - TEMECULA, LLC, a California limited liability company (hereinafter referred to as "Trustor"), whose address is 200 East Washington Avenue, Suite 208, Escondido, California 92025; Telephone: (760) 738-8401; Fax: (760) 738-8405, to Chicago Title Company (hereinafter called "Trustee"), for the benefit of THE TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic (hereinafter called "Beneficiary"), whose address is Post Office Box 9033, 43200 Business Park Drive, Temecula, California 92589-9033; Telephone: (909) 694-6444; Fax: (909) 694-1999. RECITALS A. Trustor previously executed as form of Beneficiary that certain Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) dated February 26, 2002 which was recorded on April 18, 2002 as Document No. 2002-201994 in the Official Records of the County of Riverside, California (the "Deed of Trust"). B. The Deed of Trust secures, among other things, all obligations of Trustor under: (i) that certain Disposition and Development Agreement dated February 26, 2002 between Agency and Developer (the "DDA"); and (ii) that certain Promissory Note secured by Deed of Trust dated April 11, 2002 in the original principal amount of $459,000 executed by Trustor, as maker, in favor of Beneficiary, as payee (the "Note"). C. Trustor and Beneficiary are amending the DDA and Note by a "First Amendment to DDA and Promissory Note" dated substantially concurrently herewith (the "Amendment"), which, among other things, reduces the amount of the Note to $312,000, and it is a condition to the effectiveness of the Amendment that Trustor execute and deliver this First Supplement. 11087~0016\716746.2 NOW, THEREFORE, in consideration of the foregoing recitals, the Amendment, the mutual terms and covenants contained herein, and other consideration, the sufficiency of which is hereby acknowledged, Trustor and Beneficiary hereby agree as follows: Secured Indebtedness. In addition to any other obligations secured by the Deed of Trust, the Deed of Trust shall secure the obligations of the Trustor under the DDA and the Note as modified by the Amendment. All references in the Deed of Trust to the "Note" shall mean the Note as modified by the Amendment, and all referenced in the Deed of Trust to the "Agreement" shall mean the DDA as modified by the Amendment. Release Provisions. All provisions for release of the Deed of Trust are contained in the Note, as modified by the Amendment. BENEFICIARY: TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Print Name: Title: TRUSTOR: AFFIRMED HOUSING PARTNERS - TEMECULA, LLC, a California limited liability company By: AFFIRMED HOUSING GROUP, a California corporation, its Manager By: Print Name: Title: ATrEST: Print Name: Title: APPROVED AS TO FORM: Agency Counsel 11087\0016\716746.2 -2- STATE OF CALIFORNIA ) ) SS. COUNTY OF RIVERSDE ) On .2003, before me, , personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature: STATE OF CALIFORNIA ) ) SS. COUNTY OF RIVERSIDE ) On ,2003, before me, , personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature: 11087~0016\716746.2 -3- STATE OF CALIFORNIA ) ) SS. COUNTY OF RIVERSIDE ) On .2003, before me, , personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature: STATE OF CALIFORNIA ) ) SS. COUNTY OF RIVERSIDE ) On ,2003, before me, , personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature: 11087~0016\716746.2 -4- EXHIBIT "C" New Proiect Development Schedule - New Exhibit G to DDA [Attached.] 11087~0016W16585.4 C-I Exhibit C Project Development Schedule ACTION 1. Execution of Redevelopment Agreements 2. Submission of Plans for City Approval 3. Demonstrate Evidence of Construction Financing 4. Close Escrow on all Properties, concurrently 5. Release of Predevelopment Loan 6. Receive Tentative Map Approval 7. Final Map Approval 8. Close Construction Financing 9. Receive Building Permits 10. Commence Construction 11. Commence Marketing 12. Commence Homeownership Counseling 13. Receive release of Utilities for all Units DATE On or Before: March 1, 2002 On or Before: April 1,2002 On or Before: April 15, 2002 On or Before: April 15, 2002 On or Before: April 15, 2002 On or Before: July 1, 2002 On or Before: March 1, 2003 On or Before: March 1, 2003 On or Before: March 15, 2003 On or Before: March 15, 2003 On or Before: April 15, 2003 On or Before: April 15, 2003 Within Twelve (12) Months of issuance of Building Permits SCHEDULE 1 (New Exhibit F to DDA) EXHIBIT F THRESHOLD SALES PRICES SIXTH STREET HOMEOWNERSHIP PRO,IECT CITY OF TEMECULA Plan Type Plan "A" Plan "B" Plan "C" Plan "D" Remodel 1 Remodel 2 Remodel 3 Approx. SF BD/BA 1,220 3 BR/2 BA 1,483 3 BR/2BA 1,657 4 BR/3BA 1,772 4 BR/3 BA 1,500 3 BR/2 BA 1,500 3 BR/2 BA 1,500 3 BR/2 BA Threshold Sales Price $159,129 $173,740 $187,450 $197,895 $160,000 $160,000 $160,000 11087~0016\716585.4 Schedule 1 - 1 SCHEDULE 2 (New Exhibit $ to DDA and New Exhibit B To Form of Restrictive Covenant and Option to Purchase) Year of Sale* Portion of Equity Appreciation That May Be Retained By Owner 1-15 0% (Owner must sell Units at Affordable Housing Cost to qualified purchasers - i.e., to Persons and Families of Low or Moderate Income) 16-15 30% 26-35 60% 36-45 90% Example: If an Owner (who must be a qualified purchaser) buys a Unit at an Affordable Housing Cost in year 1 and sells the Unit to a non-qualified buyer in year 16 for $100,000 more than the Owner paid for it (net of reasonable closing costs paid by the Owner upon such sale), then the Owner may retain $30,000 of the $100,000 profit/equity appreciation and the Owner must pay the remaining $70,000 of the $100,000 profit/equity appreciation to the Agency. * Measured from date of sale of the Unit by Affirmed Housing Partners-Temecula, LLC. 11087~0016\716585.4 Schedule 2 - 1 ITEM 4 APPROVAL /~7/~,~ ~ ,~'~'-- CITY ATTORNEY //~w~ DIRECTOR OF TO: FROM: DATE: SUBJECT: CITY OF TEMECULA/TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT Executive DirectodCity Manager Agency Members/City Councilmembers John Meyer, Redevelopment Director February 11, 2003 Habitat for Humanity of the Inland Valleys Inc. Housing Project RECOMMENDATION: That the City Council: Adopt a Resolution entitled: RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BE'I'~NEEN THE AGENCY AND HABITAT FOR HUMANITY 2. That the Temecula Redevelopment Agency adopt a Resolution entitled: RESOLUTION NO. RDA 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND HABITAT FOR HUMANITY BACKGROUND: Per the direction of the Agency Board, staff has been negotiating a Disposition and Development Agreement (DDA) with the Habitat for Humanity Inland Valley Inc. (Habitat) for the development of six single-family homes located at the northwest corner of Pujol and First Street in the Pujol Neighborhood. Affordable Housing Goals The Temecula Redevelopment Agency has been engaged in the development, rehabilitation and preservation of affordable housing since 1995. The Agency's Housing goals include: R:\Habitat for Humanity\Habitat Staff Report 021103.doc I · Increasing, improving and preserving the supply of affordable housing · Upgrading the physical appearance of Project Area neighborhoods · Establishing new standards for the private development within neighborhoods Project Area Project Description The City of Temecula Redevelopment Agency is proposing to partner with Habitat to develop a home-ownership project within the Pujol neighborhood. The project, located on the northwest corner of Pujol and First Streets, will consist of 6 new single-family detached homes (see attached site plan). The total project site is approximately 37,000 square feet with approximate lot sizes of 5,000. The houses are arranged along Pujol Street and a private lane. The Habitat is proposing to build six homes over the next three years. The homes will be owner occupied and made available to households earning 50% of median income. Three homes will face Pujol with rear entry garages and the other three homes will front on the proposed Habitat Way. Habitat is proposing to use the same floor plans as used at its Sixth Street project. Consistent with that project, each home will have a slight variety of materials to add interest to the streetscape. All the homes will have front yard landscaping and backyard fencing. Agency Involvement The proposed project represents the second single-family development in the Project Area since the City incorporated. Without the Agency's assistance, the project site would remain as it is today with older single-family homes on larger lots. In the future, rising housing costs could motivate individual property owners to add a second or third unit to their properties. Although allowable under the Development Code, these units would likely be rentals as opposed to owner occupied and in no way match the quality of development proposed by this project. Agency Assistance As with its previous project, the Agency will provide Habitat the property for the nominal fee of $10. The value of the Agency property is $412,000 based acquisition, demolition and related costs. Habitat relies on pro-bono professional assistance, donated materials and a voluntary workforce to develop its projects. In addition, the Agency will provide $150,000 to finish off the off-site improvements on Pujol, First and Habitat Way. DDA Deal Points In order to facilitate the proposed project, the Agency and the Association will enter into a DDA to establish the terms and conditions surrounding the rehabilitation of the project. The following is a breakdown of the key deal points within the Agreement: 1. The Agency will sell to Habitat the 3 existing lots for $10. 2. The Agency will contribute an additional $150,000 for off-site improvements. 3. Habitat will be responsible for the subdivision of the property. 4. Habitat will build a minimum two homes per year. R:\Housing2001\Habitat Staff Report 021103.doc 2 Because of the small number of units and lack of significant common area, there will not be a homeowners association formed for this project. There will, however, be CC&R's established and the City will be named as a third party for enforcement purposes. This will allow the City to better ensure on-going maintenance of the homes and yards. Environmental: Staff has reviewed the project for compliance with the California Environmental Quality Act. Based upon staffs review, the proposed project is eligible for a Statutory Exemption pursuant to Section 15280 of the Public Resource Code. FISCAL IMPACT: Currently, the Agency has expended approximately $412,000 in the acquisition, relocation and demolition of the three parcels under consideration. The $150,000 funding will be from the Agency's Affordable housing Units - Pujol Street, which has adequate funds. Attachment: Proposed Site Plan/Elevation Resolutions Disposition and Development Agreement Estimate of Reuse Value Summary Report R:~--labitat for Humanity~-Iabitat Staff Report 021103.doc 3 RESOLUTION NO. 03- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND HABITAT FOR HUMANITY THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Temecula hereby finds, determines and declares that: A. The Redevelopment Agency of the City of Temecula ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law ("CRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91- 15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. C. The Disposition and Development Agreement ("Agreement") approved by this Resolution is intended to effectuate the Redevelopment Plan for the Agency's Redevelopment Project Area No. 1988-1, as amended, by contributing certain real property and providing financial assistance to be used by the Developer to develop a home-ownership project within the Pujol neighborhood consisting of six (6) single family homes (collectively the "Project"), to be sold exclusively to persons and families of Iow income as defined in Section 50093 of the California Health and Safety Code. D. The Agreement is also intended to effectuate the objectives of the Agency and the City of Temecula (the "City") in complying with their obligation to provide Iow and moderate income housing pursuant to the Health and Safety Code of California and the goals of the City's Housing Element to the Temecula General Plan. The Developer's development of the Project and the fulfillment generally of this Agreement are in the best interest of the City and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements. R:~Habitat for Humani~y\TRDA Council Res Habitat DDA.DOC E. Pursuant to the provisions of Health & Safety Code Sections 33430, 33431 and 33433, on February 11, 2003 the Agency duly noticed and held a joint public hearing before the Board of Directors of the Redevelopment Agency of the City of Temecula and the City Council of the City of Temecula con- cerning the approval of the proposed Disposition and Development Agreement with Developer. F. Pursuant to the requirements of Health & Safety Code Section 33433, a comprehensive report summarizing and analyzing the proposed Disposition and Development Agreement. The report specifically contains the information required by Section 33433 and has been prepared within the time limit set forth therein and made available for public review from the date of the first publication of the notice of public hearing. G. The conveyance of the property as proposed by the Disposition and Development Agreement is at less than fair market rental value based on the Agency's real estate analysis. Therefore, the Agency Board specifically finds in accordance with the authority of Health & Safety Code Section 33433 that: (1) the sales price is not less than the fair reuse value of the Site; and (2) said difference is necessary to effectuate the provisions of the Plan and to allow development and housing opportunities to come to the City and Project Area and increase employment opportunities within the City and the Project Area. H. The development of the Project as required by the Agreement will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area in that development of Project on the Site will: (1) Establish development standards and the rehabilitation and improvement of obsolete, deteriorating, and inappropriate buildings and housing stock; (2) consolidate irregular parcels into a site appropriate for development; (3) encourage and provide for development of vacant properties in accordance with the Plan and the Old Town Specific Plan; and (4) preserve, improve, and expand housing opportunities for Iow income residents. I. The Agreement is consistent with the Redevelopment Plan and the Implementation Plan adopted by the Agency for the Project Area adopted by the Agency. J. The redevelopment of the Project site as provided in the Agreement and is consistent with the City's General Plan and the Old Town Specific Plan. K. The Agency is specifically authorized by Health & Safety Code Sections 33430, 33431 and 33433, and other applicable law, to enter into the Disposition and Development Agreement. L The Agency Board and the City Council has duly considered all terms and conditions of the proposed Agreement and believes that such agreement is in the best interests of the Agency and City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. M. This Agreement pertains to and affects the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the Plan and is intended to be a contract within the meaning of Government Code R:~Habitat for Humanity\TRDA Council Res Habitat DDA.DOC Section 53511. Section 2. The City Council of the City of Temecula hereby further finds, determines and declares that: A. Section 33334.2, et seq. of the CRL authorizes and directs the Agency to expend a certain percentage of all taxes which are allocated to the Agency pursuant to the CRL Section 33670 for the purposes of increasing, improving and preserving the community's supply of housing available at afford- able housing costs to persons and families of Iow to moderate income, including lower income and very Iow income households. B. Pursuant to the CRL, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"). C. Pursuant to the CRL Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very Iow and lower income households, or persons and families of Iow or moderate income to the extent those households cannot obtain housing at affordable costs on the open market. D. Developer proposes, with the assistance of the Agency, to develop the Project and upon completion to make available for the longest feasible period of time all of the housing units in the Project at affordable rents to Iow to moderate income households. E. Pursuant to Sections 33132, 33133, and 33600 of the CRL, the Agency may accept financial or other assistance from any public or private source, for the Agency's activities, powers, and duties, and expend any funds so received for any of the purposes of the CRL. F. The expenditures from the Housing Fund as contemplated by the Agreement approved by this Resolution will directly and specifically increase, improve, and preserve the community's supply of Iow and moderate income housing within the meaning of Health and Safety Code Section 33334.2 and will be of benefit to the Project Area by providing new housing which restricted so as to be affordable for occupancy by very Iow income, lower income and median income households. G. The California Legislature declares in Health and Safety Code Section 37000, et seq., that new forms of cooperation with the private sector, such as leased housing, disposition of real property acquired through redevelopment, development approvals, and other forms of housing assistance may involve close participation with the private sector in meeting housing needs, without amounting to development, construction or acquisition of Iow rent housing projects as contemplated under Article XXXIV of the State Constitution and that the Agreement approved hereby is not subject to the provisions of said Article Section 3. The City Council hereby finds and determines that the lien of the covenants required pursuant to the Agreement may be subordinated to financing for the Project because an economically feasible alternative method of financing the Project on substantially comparable terms and conditions, but without subordination, is not reasonably available. R:~labitat for Humaniiy~TRDA Council Res Habitat DDA. DOC Section 4. While the Agency and City determine that participation in the feasibility analysis, financing, and development of the Project does not constitute development, construction or acquisition of a Iow-rent housing project within the meaning of Article XXXIV of the State Constitution, this Resolution is hereby deemed to constitute approval within the meaning of Health and Safety Code Section 37001.5 of a proposal which may result in housing assistance benefiting persons of Iow income. Section 5. The approval of this Agreement by the Agency and City constitutes an action by the Agency to implement an adopted Housing Assistance Plan by acquiring interests in housing units to assure they are affordable to persons of Iow and moderate income. Therefore, the Project is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15326 of the CEQA Guidelines (Title 14 of the California Code of Regulations). Additionally, the Project is: (1) consistent with the applicable General Plan designation and all applicable General Plan Policies as well as with applicable zoning designation and regulations; (2) the Project occurs with in the city limits of the City of Temecula on a project site of less than five acres substantially surrounded by urban uses; (3) the Project site has no value as habitat for endangered, rare, or threatened species; (4) approval of the Project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and (5) the Site can be adequately served by all required utilities and public services. Therefore, the Project is and "in-fill project" and is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15280 of the CEQA Guidelines (Title 14 of the California Code of Regulations). The Executive Director of the Agency is directed to file a Notice of Exemption of this action as required by CEQA and the CEQA Guidelines. Section 6. The City Council of the City of Temecula hereby approves that certain agreement entitled "Disposition and Development Agreement by and Between Temecula Redevelopment Agency and Habitat for Humanity Inland Valley, Inc." with such changes in each document as may be mutually agreed upon by the Developer and the Agency Executive Director as are in substantial conformance with the form of such Agreement which on file in the Office of the Agency Secretary. Section 7. The City Clerk shall certify the adoption of this Resolution. R:~Habitat for Humanity\TRDA Council Res Habitat DDA.DOC PASSED, APPROVED AND ADOPTED by the City Council of the City of Temecula at a regular meeting held on the 11th day of February 2003. ATTEST: Jeff Stone, Mayor Susan W. Jones, CMC City Clerk [SEAL] R:~-labitat for Humanity\TRDA Council Res Habitat DDA.DOC STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA ) ) ss I, Susan Jones, CMC, City Clerk of the City of Temecula, do hereby certify that Resolution No. RDA 03- was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof, held on the 11th day of February, 2003, by the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCILMEMBERS: Susan W. Jones, CMC City Clerk R:~Habitat for Humanity\TRDA Council Res Habitat DDA.DOC RESOLUTION NO. RDA 03-.~ A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BE'I'VVEEN THE AGENCY AND HABITAT FOR HUMANITY THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby finds, determines and declares that: A. The Redevelopment Agency of the City of Temecula ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law ("CRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91- 15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. C. The Disposition and Development Agreement ("Agreement") approved by this Resolution is intended to effectuate the Redevelopment Plan for the Agency's Redevelopment Project Area No. 1988-1, as amended, by contributing certain real property and providing financial assistance to be used by the Developer to develop a home-ownership project within the Pujol neighborhood consisting of six (6) single family homes (collectively the "Project"), to be sold exclusively to persons and families of Iow income as defined in Section 50093 of the California Health and Safety Code. D. The Agreement is also intended to effectuate the objectives of the Agency and the City of Temecula (the "City") in complying with their obligation to provide Iow and moderate income housing pursuant to the Health and Safety Code of California and the goals of the City's Housing Element to the Temecula General Plan. The Developer's development of the Project and the fulfillment generally of this Agreement are in the best interest of the City and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements. R:~Habitat for Humanity\TRDA Rcs Habitat for Humanity. DOC E. Pursuant to the provisions of Health & Safety Code Sections 33430, 33431 and 33433, on February 11, 2003 the Agency duly noticed and held a joint public hearing before the Board of Directors of the Redevelopment Agency of the City of Temecula and the City Council of the City of Temecula con- cerning the approval of the proposed Disposition and Development Agreement with Developer. F. Pursuant to the requirements of Health & Safety Code Section 33433, a comprehensive report summarizing and analyzing the proposed Disposition and Development Agreement. The report specifically contains the information required by Section 33433 and has been prepared within the time limit set forth therein and made available for public review from the date of the first publication of the notice of public hearing. G. The conveyance of the property as proposed by the Disposition and Development Agreement is at less than fair market rental value based on the Agency's real estate analysis. Therefore, the Agency Board specifically finds in accordance with the authority of Health & Safety Code Section 33433 that: (1) the sales price is not less than the fair reuse value of the Site; and (2) said difference is necessary to effectuate the provisions of the Plan and to allow development and housing opportunities to come to the City and Project Area and increase employment opportunities within the City and the Project Area. H. The development of the Project as required by the Agreement will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area in that development of Project on the Site will: (1) Establish development standards and the rehabilitation and improvement of obsolete, deteriorating, and inappropriate buildings and housing stock; (2) consolidate irregular parcels into a site appropriate for development; (3) encourage and provide for development of vacant properties in accordance with the Plan and the Old Town Specific Plan; and (4) preserve, improve, and expand housing opportunities for Iow income residents. I. The Agreement is consistent with the Redevelopment Plan and the Implementation Plan adopted by the Agency for the Project Area adopted by the Agency. J. The redevelopment of the Project site as provided in the Agreement and is consistent with the City's General Plan and the Old Town Specific Plan. K. The Agency is specifically authorized by Health & Safety Code Sections 33430, 33431 and 33433, and other applicable law, to enter into the Disposition and Development Agreement. L. The Agency Board has duly considered all terms and conditions of the proposed Agreement and believes that such agreement is in the best interests of the Agency and City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. M. This Agreement pertains to and affects the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the R:~Habitat for Humanity\TRDA Res Habitat for Humanity. DOC Plan and is intended to be a contract within the meaning of Government Code Section 53511. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby further finds, determines and declares that: A. Section 33334.2, et seq. of the CRL authorizes and directs the Agency to expend a certain pementage of all taxes which are allocated to the Agency pursuant to the CRL Section 33670 for the purposes of increasing, improving and preserving the community's supply of housing available at afford- able housing costs to persons and families of Iow to moderate income, including lower income and very Iow income households. B. Pursuant to the CRL, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"). C. Pursuant to the CRL Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very Iow and lower income households, or persons and families of Iow or moderate income to the extent those households cannot obtain housing at affordable costs on the open market. D. Developer proposes, with the assistance of the Agency, to develop the Project and upon completion to make available for the longest feasible period of time all of the housing units in the Project at affordable rents to Iow to moderate income households. E. Pursuant to Sections 33132, 33133, and 33600 of the CRL, the Agency may accept financial or other assistance from any public or private source, for the Agency's activities, powers, and duties, and expend any funds so received for any of the purposes of the CRL. F. The expenditures from the Housing Fund as contemplated by the Agreement approved by this Resolution will directly and specifically increase, improve, and preserve the community's supply of Iow and moderate income housing within the meaning of Health and Safety Code Section 33334.2 and will be of benefit to the Project Area by providing new housing which restricted so as to be affordable for occupancy by very Iow income, lower income and median income households. G. The California Legislature declares in Health and Safety Code Section 37000, et seq., that new forms of cooperation with the private sector, such as leased housing, disposition of real property acquired through redevelopment, development approvals, and other forms of housing assistance may involve close participation with the private sector in meeting housing needs, without amounting to development, construction or acquisition of Iow rent housing projects as contemplated under Article XXXIV of the State Constitution and that the Agreement approved hereby is not subject to the provisions of said Article Section 3. The Agency hereby finds and determines that the lien of the covenants required pursuant to the Agreement may be subordinated to financing for the Project because an economically feasible alternative method of financing the Project on substantially comparable terms and conditions, but without subordination, is not R:~Habitat for Humaniiy\TRDA Res Habitat for Humanity. DOC reasonably available. Section 4. While the Agency determines that participation in the feasibility analysis, financing, and development of the Project does not constitute development, construction or acquisition of a Iow-rent housing project within the meaning of Article XXXIV of the State Constitution, this Resolution is hereby deemed to constitute approval within the meaning of Health and Safety Code Section 37001.5 of a proposal which may result in housing assistance benefiting persons of Iow income. Section 5. The approval of this Agreement by the Agency constitutes an action by the Agency to implement an adopted Housing Assistance Plan by acquiring interests in housing units to assure they are affordable to persons of Iow and moderate income. Therefore, the Project is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15280 of the CEQA Guidelines (Title 14 of the California Code of Regulations). Additionally, the Project is: (1) consistent with the applicable General Plan designation and all applicable General Plan Policies as well as with applicable zoning designation and regulations; (2) the Project occurs with in the city limits of the City of Temecula on a project site of less than five acres substantially surrounded by urban uses; (3) the Project site has no value as habitat for endangered, rare, or threatened species; (4) approval of the Project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and (5) the Site can be adequately served by all required utilities and public services. Therefore, the Project is and "in-fill project" and is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15332 of the CEQA Guidelines (Title 14 of the California Code of Regulations). The Executive Director of the Agency is directed to file a Notice of Exemption of this action as required by CEQA and the CEQA Guidelines. Section 6. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Disposition and Development Agreement by and Between Temecula Redevelopment Agency and Habitat for Humanity Inland Valley, Inc." with such changes in each document as may be mutually agreed upon by the Developer and the Agency Executive Director as are in substantial conformance with the form of such Agreement which on file in the Office of the Agency Secretary. The Chairperson of the Agency is hereby authorized to execute the Agreement, including related exhibits and attachments on behalf of the Agency. A copy of the final Agreement when executed by the Agency Chairperson shall be placed on file in the Office of the Secretary of the Agency. Section 7. The Executive Director of the Agency (or his designee), is hereby authorized, on behalf of the Agency, to take all actions necessary and appropriate to carry out and implement the Agreement and to administer the Agency's obligations, responsibilities and duties to be performed under the Agreement and related documents, including but not limited to the Promissory Note, Deed of Trust, Regulatory Agreement, acceptances, escrow instructions, certificates of completion and such other implementing agreements and documents as contemplated or described in the Agreement. Section 8. Resolution. The Secretary of the Agency shall certify the adoption of this R:~labitat for Humanily~TRDA Res Habitat for Humaniiy. DOC PASSED, APPROVED AND ADOPTED by the Board of Directors of the Redevel- opment Agency of the City of Temecula at a regular meeting held on the 11t~ day of February 2003. Ron Roberts, Chairperson ATTEST: Susan W. Jones, CMC City Clerk/Agency Secretary [SEAL] R:XHabitat for Humanity\TRDA Res Habitat for Humanity. DOC STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA ) ) ss I, Susan Jones, CMC, Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that Resolution No. RDA 03- was duly and regularly adopted by the Board of Directors of the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on the 11th day of February, 2003, by the following vote, to wit: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: ABSTAIN: BOARDMEMBERS: Susan W. Jones, CMC City Clerk/Agency Secretary R:~Habitat for Humanity\TRDA Rcs Habitat for Humanily. DOC DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND HABITAT FOR HUMANITY INLAND VALLEY, INC. THIS DISPOSITION AND DEVELOPMENT AGREEMENT is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic (the "Agency") and HABITAT FOR HUMANITY INLAND VALLEY, INC., a California non-profit corporation ("Habitat") and is dated and effective as of December February 11, 2003. In consideration of the mutual covenants and agreements contained herein, the Agency and Habitat hereby agree as follows: ARTICLE 1 SUBJECT OF AGREEMENT Section 1.1 Recitals. This Agreement is made with respect to the following facts and for the following purposes, which each of the parties acknowledge to be true and correct: 1.1.1 The purpose of this Agreement is to effectuate the Redevelopment Plan (hereinafter "Plan") for Redevelopment Project No. 1--1988 (hereafter "Project Area") by providing for the development of certain property, hereafter described, for very low income housing in accordance with the Community Redevelopment Law (Health and Safety Code Sections 33000 et seq.) and the Plan. 1.1.2 The real property to be developed pursuant to this Agreement (the "Site") is loeatf,.d at 28747 and 28753 Pujol Street, Temecula, California, and is specifically described and depicted on Exhibit No. 1. 1.1.3 The project to be developed on the Site pursuant to this Agreement consists of the eonstxuction of six (6) homes on the Site affordable to persons of very low income as is more particularly defined in the Section 4.1 of this Agreement ("Project"). 1.1.4 This Agreement is entered into for the purpose of developing the Site for very low income housing purposes and not for speculation in land holding. 1.1.5 Completing the development on the Site pursuant to this Agreement is in the vital and best interest of the City of Temecula, California (the "City") and the health, safety, and, welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws. 1.1.6 Completing the development of this Site pursuant to this Agreement will assist the Agency with increasing and improving the supply of very low income housing in the community. Development of the Site pursuant to this Agreement will assist in accomplishing the statutory and Agency goal of increasing the supply of low and moderate income housing within the community. 11087-0009\710256.3 -1- November 18, 2002 1.1.7 The Agency acknowledges that Habitat's purpose in entering into this Agreement is to further its mission to provide simple, decent ownership housing at a cost that is affordable to very low income households. Habitat's program is to build homes, providing home ownership to families of very low income on a no-profit, no-interest basis. It is understood that Habitat is able to serve families of very low inenme through its unique combination of program components, based on the operational experience of Habitat International and other Habitat Affiliates, including the following: Habitat maintains a low-overhead operation, using dedicated volunteers wherever possible, in lieu of paid staff; design and construction are accomplished by volunteers who provide labor, including professional skills and services; donated or reduced-price building materials; and financial donations and no-interest loans fi.om the private sector. The families selected for home ownership become "partners" in the project, providing their own labors in the coustmction oftbe homes and assisting in other project-related activities. Before cons~uction begins, the families are carefully selecWxl, on an equal- opportunity basis, for their willingness to fully participate in the project and their potential to become stable, long-term homeowners (plus other criteria). The families are an important part of Habitat's program -- through personal contact with the selected families, volunteers and donors gain a better understanding of habitat's purpose and an increased dedication to the project. Habitat's management program is primarily one of training, which enables the homeowners to maintain and manage their own property, with periodic monitoring and pa~icipation, as needed, by Habitat. Because ail design and coustmction costs are Habitat's responsibility, fund-raising, publicity and community outreach activities are normal components of the project, and the tuning of project phasing is generally tied to completion of fund-raising goals. Habitat becomes the mortgage loan holder, providing fixed-term, no-interest loans to the Purchasers, and all loan payments are dedicated to the coustmction of homes for other families of very low income. 1.1.8 This Agreement is entered into with the express understand'rog that Habitat is a nonprofit corporation organized and existing under the laws of the State of Caiifomia and is 501 (e)(3) corporation under the Internal Revenue Code. 1.1.9 This Agreement pertains to and affects the ability of the Agency to finance its statutory obligations and for all parties to finance and carry out the purposes of this Agreement and the goals of the Plan and is intended to be a Contract within the meaning of Government Code Section 53511. Section 1.2 The Redevelopment Plan On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopt'mg and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1-1988" (bereatter the "Plan") in accordance with the provisions of the Community Redevelopment Law. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Ternecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinance Nos. 91-08, 91-11, 91 - 14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. 1 t087-0009\710256.3 -2- November 18, 2002 Section 1.3 The Site The Site is located in the City of Temecula, California, at 28747 Pujol Street (APN 922- 062-021), 28739 Pujol Street (APN 922-062-017), and 28733 Pujol Street (APN 922-062-019). The Site is more specifically depicted and described on Exhibit 1, Site Map and Legal Description. Section 1.4 Parties to the Agreement 1.4.1 TheA~ncy The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopmem Law of the State of California (Section 33000, et seq.,, Health and Safety Code; hereafter "Act"). The principal office of the Agency is 43200 Business Park Drive, Post Office Box 9033, Temecula, California 92589-9033. 1.4.2 Habitat Habitat represents and warrants that it is a California non-profit corporation duly organized and existing under the laws of the State of Califomia and that it is also a tax exempt corporation pursuant to Section 501 (c)(3) of the United States Internal Revenue Code. Habitat has been formed and continues to exist for the primary purpose of developing very low income housing. The principal office and mailing address of Habitat is: Habitat for Humanity Inland Valley, Inc., 27475 Ynez Road, Temecula, California 92591. Section 1.5 Prohibition Against Change in Ownership, Management and Control of Habitat 1.5.1 The qualifications and identity of Habitat is of particular concern to the Agency. It is because of its qualifications and identity that thc Agency has entered into this Agreemem with Habitat. Therefore, no voluntary or involuntary successor in interest of Habitat shall acquire any rights or powers under this Agreement except as expressly set forth here'm. 1.5.2 Habitat shall not assign all or any of its rights or duties under this Agreement nor convey the Site, except as expressly provided in this Agreement, without the prior written approval of the Agency, which consent the Agency shall not unreasonably withhold provided the Agency determines that the successor is similarly qualified in terms of its development experience and financial capabilities and has specifically agreed in writ'rog to be bound by the provisions of this Agreement. 1.5.3 All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of Habitat and the permitted successors and assigns of Habitat. Whenever the term "Habitat" is used herein, such term shall include any other lawfifl successors in interest of Habitat. Section 1.6 Contract Documents 11087-0009\710256.3 -3- November 18, 2002 The Contract Documents which are part of this Agreement, and each of which are incorporated herein by this reference, are as follows: Exhibit No. I Site Map and Legal Description of the Site Exhibit No. 2 Schedule of Performance Exhibit No. 3 Regulatory Agreement to be Recorded on Behalf of Habitat Exhibit No. 4 Certificate of Completion of Physical Improvements Exhibit No. 5 Description and Estimate of Off-Site Public Improvements Section 1.7 Evidence of Ability to Complete Project Within the time provided in the Schedule of Performance, Exhibit 2, Habitat shall submit to Agency written evidence that Habitat has sufficient funds and/or financing and volunteer labor to complete the Project. ARTICLE 2 CONVEYANCE OF SITE TO HABITAT AND ESCROW INSTRUCTIONS Section 2.1 Agency Ownership of Site Agency is the owner in fee simple of the Site. Section 2.2 Purchase and Sale. On the Close of Escrow (as herein defined), Agency agrees to sell the Site to Habitat, and Habitat agrees to buy the Site from Agency, on the terms and conditions hereinafter set forth. Section 2.3 Purchase Price. The total purchase price for the Site to be paid by Habitat is the sum often dollars ($10.00) (the "Purchase Price"), which sum shall be paid in full in cash on the Close of Escrow. Section 2.4 Title and Title Insurance. Upon the Opening of Escrow, Escrow Holder shall order from First American Title Company ("Title Company") a title commitment for the Site. Escrow Holder shall also request two copies each of all instruments identified as exceptions on said title commitment. Upon receipt of thc foregoing, Escrow Holder shall deliver these instruments and the title commitment to Habitat and Agency. Habitat's fee titie to the Site shall be insured at the Close of Escrow by a CLTA Owner's Standard Coverage Policy of Title Insurance in the amount of Four Hundred Eleven Thousand Dollars ($411,000.00), which each of the parties hereto acknowledge and agree to the be value of the Site without the restrictions of this Agreement (the "Policy"). The Policy of title insurance provided for pursuant to this Section shall insure Habitat's fcc interest in the Site l~ee and clear of all liens, encumbrances, restrictions, and rights-of-way of record, subject only to the following permitted conditions of title ("Permitted Title Exceptions"): 2.4.1 The applicable zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Site; and 11087-0009\710256.3 -4- November 18, 2002 2.4.2 Those non-monetary exceptions approved by Habitat within fiReen (15) business days after the date Habitat receives the title commitment and legible copies of all instruments noted as exceptions therein. If Habitat unconditionally disapproves any such exceptions, Escrow shall thereupon terminate, all funds deposited therein shall be refunded to Habitat (less Habitat's share of escrow cancellation charges), and this Agreement shall be of no further force or effect. If Habitat conditionally disapproves any such exceptions, then Agency shall use Agency's best efforts to cause such exceptions to be removed by the Close of Escrow. If such conditionally disapproved non-monetary exceptions are not removed by the Close of Escrow, Habitat may, at Habitat's option, either accept the Site subject to such encumbrances, or terminate the Escrow and receive a refund of all funds deposited into Escrow (less Habitat's share of one-half of escrow cancellation charges), if any, and this Agreement shall thereupon be of no further force or effect. At the Close of Escrow, Habitat's fee title to the Site shall be flee and clear of all monetary encumbrances. Section 2.5 Grant Deed. Agency covenants and agrees to deposit with Escrow Holder prior to the Close of Escrow a Grant Deed duly executed and acknowledged by Agency, granting and conveying to Habitat the Site. The Grant Deed shall be in a form satisfactory to Habitat and Habitat's counsel and shall be accepted by Habitat prior to recording. Section 2.6 Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled: 2.6.1 Title Company can issue in favor of Habitat the Policy, showing the Site vested in Habitat subject only to the Permitted Title Exceptions. 2.6.2 Escrow Holder shall have received Agency's notice of approval or satisfaction or waiver of all of the contingencies to Habitat's obligations hereunder, as provided for in Section 2.10; 2.6.3 Agency shall have deposited in Escrow the Grant Deed for the Site. 2.6.4 Habitat shall provide Agency with evidence that Habitat has sufficient funds and/or financing and volunteer labor to complete the Project pursuant to Section 1.7 of the Agreement 2.6.5 Habitat shall have deposited in Escrow the duly approved and executed Regulatory Agreement in substantially the form set forth on Exhibit 3., Regulatory Agreement. Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of the Policy, including the Grant Deed. Section 2.7 Escrow. The parties hereby establish an escrow ("Escrow") to accommodate the tran.qaction contemplated by this Agreement. For purposes of this Agreement, Opening of Escrow shall mean the date on which Escrow Holder shall have received a fully 11087-0009\710256.3 -5- November 18, 2002 executed original of this Agreement from Habitat and Agency. Close of Escrow shall be the date upon which the Grant Deed to Habitat is delivered and recorded in the Official Records of the County of Riverside. The Close of Escrow shall be on the date which is not later than the first business day occurring sixty (60) days after the date of this Agreement. Before the Close of Escrow, all risk of loss and damage to the Site from any source whatsoever shall be solely that of Agency. Agency shall pay all escrow costs. Section 2.8 Escrow Charges and Prorations. Agency shall pay for the cost of the CLTA Owner's Standard Coverage Policy of Title Insurance, the Escrow fees and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance telephone, etc. Agency shall pay for recording the Grant Deed and any documentary or other local transfer taxes, and any other recording fees. If the Escrow shall fail to close through no fault of either party, Agency and Habitat shall each pay one-half of all Escrow cancellation charges. Section 2.9 License to Enter. Agency hereby grants to Habitat and Habitat's authorized agents, contractors, consultants, assigns, attorneys, accountants and other representatives an irrevocable liceuse to enter upon the Site for the purpose of making inspections and other examinations of the Site, including, but not limited to, the right to perform soil and geological tests of the Site and an environmental site assessment thereof. Habitat shall give Agency reasonable notice before going on the Site. Habitat does hereby indemnify and forever save Agency, Agency's heirs, successors and assigns, and the Site, free and harmless from and against any and all liability, loss, damages and costs and expenses, demands, causes of action, claims or judgments, whether or not arising from or occurring out of any damage to the Site as a result of any accident or other occurrence at the Site which is in any way connected with Habitat's inspections or non-permanent improvements involving entrance onto the Site pursuant to this Section. If Habitat falls to acquire the Site due to Habitat's default, this license shall terminate upon the termination of Habitat's right to purchase the Site. In such event, Habitat shall remove or cause to be removed all Habitat's personal property, facilities, tools and equipment from the Site. Section 2.10 Warranties and Representations of Agency. Agency hereby represents and warrants to Habitat the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and shall survive the Close of Escrow: 2.10.1 That (i) on the Close of Escrow the Site shall be free and clear of any and all hazardous or toxic substances, materials, and waste, including, but not limited to, asbestos; (ii) the Site is in compliance with all applicable statutes and regulations, including environmental, health and safety requirements; and (iii) Agency has no notice of any pending or threatened action or proceeding arising out of the condition of the Site or alleged violation of environmental, health or safety statutes, ordinance or regulations To this end, it is agreed that notwithstanding the conveyance of the Site to Habitat, Agency shall indemnify, protect, defend and hold harmless Habitat from and against any and all claims, liabilities, suits, losses, costs, expenses and damages, including but not limited to attorneys' fees and costs, arising out of any claim for loss or damage to any property, including the Site, injuries to or death of persons, or for the cost of cleaning up the Site and removing hazardous or toxic substances, materials and waste therefrom, by reason of contamination or adverse effects on the environment, or by reason of any statutes, ordinances, orders, rules or regulations of any governmental entity or agency 11087-0009\710256.3 -6- November 18, 2002 requiring the clean-up of the Site, caused by or resulting from any hazardous material, substance or waste existing on, under or about the Site on the Close of Escrow. 2.10.2 That Agency is the sole owner of the Site free and clear of all liens, claims, encumbrances, easements, encroachments from adjacent properties, encroachments by improvements or vegetation on the Site onto adjacent property, or rights of way of any nature, other than those that may appear on the title commitment. Agency shall not further encumber the Site or allow the Site or to be further encumbered prior to the Close of Escrow. 2.10.3 Neither this Agreement nor anything provided to be done hereunder including the transfer of the Site to Habitat, violates or shall violate any contract, agreement or instrument to which Agency is a party, or which affects the Site, and the sale of the Site herein contemplated does not require the consent of any party not a signatory hereto. 2.10.4 There are no mechanics', matedalmen's or similar claims or liens presently claimed or which will be claimed against the Site for work performed or commenced prior to the date of this Agreement. Agency agrees to hold Habitat harmless from all costs, expenses, liabilities, losses, charges, fees, including attorney fees, arising from or relating to any such lien or any similar lien claimed against the Site and arising from work performed or commenced prior to the Close of Escrow. 2.10.5 There are no written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Site or any part thereof, and no persons have any right of possession to the Site or any part thereof. 2.10.6 Agency has no knowledge of any pending, threatened or potential litigation, action or proceeding against Agency or any other Party before any court or administrative tribunal which is in any way related to the Site. Section 2.11 Agency Conditions Precedent to the Sale of Site to Habitat. Habitat hereby represents and warrants to Agency thc following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and shall survive the Close of Escrow: 2.11.1 Habitat cont'mues to be a non-profit corporation in good standing with the State of California and a 501(c)(3) corporation under the Internal Revenue Code; 2.11.2 Habitat has submitted evidence of Habitat's funds or has binding commitments for funds sufficient to pay all costs of development which Habitat will be required to pay to complete the development of the Site. 2.11.3 Habitat has submitted and the City has approved final construction plans satisfactory for obtaining all necessary building permits exclusive of payment of permit fees; and 11087-0009\710256.3 -7- November 18, 2002 2.11.4 Habitat has obtained all permits from all governmental entities necessary for commencement of construction except for City issuance of the building permit. Section 2.12 Certification of Non-Foreign Status. Agency covenants to deliver to Escrow a certification of Non-Foreign Status in accordance with I.R.C. Section 1445, and a similar notice pursuant to California Revenue and Taxation Code Sections 18805 and 26131, prior to the Close of Escrow. Section 2.13 Further Instructions. Each party agrees to execute such other and further escrow instructions as may be necessary or proper in order to consummate the transaction contemplated by this Agreement. 2.13.1 Executive Director's Authority. The Executive Director ofthe Agency is hereby directed and authorized to execute such other documents, including without limitation, escrow instructions and amendments thereto, certificates of acceptance, the Regulatory Agreement, agreements for payments of lost rent, or certifications, as may be necessary or convenient to implement the terms of this Agreement. 2.13.2 Escrow Holder Need Not Be Concerned. Escrow Holder is not to be concerned with Sections __ and__ hereof, and Habitat and Agency release Escrow Holder from liability or obligation as to Sections __ and __ hereof. Section 2.14 Termination of Agreement. This Agreement shall terminate and be of no further force and effect unless escrow closed on or before July 15, 2003. ARTICLE 3 DEVELOPMENT OF THE SITE Section 3.1 Scope of Development The Site shall be developed with six (6) single family homes with minimum home size of one thousand (1000) square feet within the general controls established in the Temecula Municipal Code, and related laws governing municipal planning, zoning and subdivision. The architectural style of the homes shall be consistent with the architectural styles required by the Old Town Specific Plan, Temecula, California. Section 3.2 Cost of Construction; Off-Site Public Improvements The cost of developing the Site and constructing all improvements on the Site shall be borne by Habitat, except for work expressly set forth in the Agreement to be performed by the Agency or others. Agency shall pay to Habitat a sum not to exceed one hundred fifty thousand dollars ($150,000.00) for the construction and installation of the off-site public improvements described on Exhibit 5, Description and Estimate of Off-Site Public Improvements. Section 3.3 Construction Schedule After the conveyance of title to the Site, Habitat shall promptly begin and thereafter diligently prosecute to completion the construction of the improvements and the development upon the Site in accordance with the Schedule of Performance, Exhibit 3. Habitat shall begin and 11087-0009\710256.3 -8- November 18, 2002 complete ail construction and development within the times specified in the Schedule of Performance or such reasonable extension of said dates as may be granted by the Agency. The Schedule of Performance is subject to revision from time-to-time as mutually agreed upon in writing between Habitat and the Agency. Section 3.4 Indemnity and Insurance 3.4.1 Habitat shall defend, indemnify, assume all responsibility for and hold the Agency and the City, and their respective elected and appointed officers and employees, harmless from ail costs (including attorneys fees and costs), claims, demands or liabilities judgments for injury or damage to property and injuries to persons, including death, which may be caused by any of Habitat's activities under this Agreement, whether such Activities or performance thereof be by Habitat or anyone directly or indirectly employed or contracted with by Habitat and whether such damage shall accrue or be discovered before or after termination of this Agreement. This indemnity includes, but is not limited to, any repair, cleanup, remediation, detoxification, or preparation and implementation of any removal, remediai, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous wastes including petroleum and its fractions as defined in the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"; 42 U.S.C. Section 9601, et seq.], the Resource Conservation and Recovery Act ["RCRA "; 42 U. S. C. Section 6901 et seq.] and California Health and Safety Code Section Code Section 25280 et seq. at any place where Habitat owns or has control of real property pursuant to any of Habitat's activities under this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA and California Health and Safety Code Section 25364 to assure, protect, hold harmless and indemnify Agency from liability. 3.4.2 Not in derogation of the indemnity provisions of subsection A of this Section, Habitat shall take out and maintain during the period set forth in Subsection E, a comprehensive liability policy in the amount of at least One Million Dollars ($1,000,000) for any person, Two Million Dollars ($2,000,000) for any occurrence, and One Million Dollars ($1,000,000) property damage naming the City and Agency as additional insureds. 3.4.3 Habitat shall also provide and maintain insurance against loss or damage to the project and ail property of an insurable nature located upon the Site, resulting from fire,.lighming, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in extended coverage fire insurance policies. Such insurance shall be maintained in an amount not less than one hundred percent (100%) of the full insurable vaina of the Project, as defined below. The term "full insurable vaiue" as used in this Section shall mean the actual replacement cost (excluding the cost of land, excavation, foundation and footings below the lowest floor and without deduction for depreciation) of the Improvements immediately before such Casualty or other loss, including the cost of construction of the Improvements, architecture and engineering fees, and inspection and supervision. 3.4.4 Habitat shall furnish a certificate of insurance signed by an authorized agent of the insurance canSer setting forth the general provisions of the insurance 11087-0009\710256.3 -9- November 18, 2002 coverage. Except for property damage insurance, the certificate of insurance shall name the City and the Agency and their respective officers, agents, and employees as additional insureds under the policy. The certificate of insurance shall contain a statement of obligation on the part of the carrier to notify the Agency by certified mail of any modification, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such modification, cancellation or termination. Coverage provided hereunder by Habitat shall be primary insurance and not contributing with any insurance maintained by the Agency or City, and the policy shall contain such an endorsement. The required certificate shall be filed with the Agency prior to commencement of construction. 3.4.5 Habitat shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that Habitat and any contractor with whom it has contracted for the performance of work on the Site or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. Habitat shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that either Habitat or any contractor with whom it has contracted for the performance of work on the Site or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law covers volunteers working on the Project. 3.4.6 The insurance obligations set forth in this Section shall remain in effect only until a final Certificate of Completion has been furnished for all of the improvements as hereafter provided in this Agreement. Section 3.5 City and Other Governmental Agency Permits 3.5.1 Before commencement of construction or development of any buildings, structures or other work of improvement Habitat shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City and any other Governmental agency having jursdicfion as to such construction, development or work. Agency shall pay on behalf of Habitat all City permit fees. 3.5.2 Habitat assumes all responsibility for taking all actions necessary to comply with the Subdivision Map Act (Oovemment Code § 66410, et seq.) and local Subdivision enactments related thereto in order to comply with the scope of development. Section 3.6 Local, State and Federal laws 3.6.1 Habitat shall carry out the provisions of this Agreement in conformity with all applicable local, state and federal laws and regulations. 3.6.2 The Agency fmds and determines that the consmaction of the units on the Site is not subject to the prevailing wage requirements of Labor Code Section 1720. The construction of affordable hons'mg units for low- or moderate-income persons pursuant to paragraph (5) or (7) of subdivision (e) of Section 33334.2 of the Health and Safety Code that are paid for solely with moneys from a Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the Health and Safety Code or that are paid for by a combination of private funds and funds available Pursuant to Section 33334.2 or 11087-0009\710256.3 -10- November 18, 2002 33334.3 of the Health and Safety Code does not constitute a project that is paid for in whole or in part out of public funds. Section 3.7 Antidiscrimination During Construction Habitat, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, Habitat shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, age, sex, marital status, handicap, national origin or ancestry. Section 3.8 Taxes, Assessments, Encumbrances and Liens Habitat shall pay when due all real estate taxes and assessments on the Site and levied subsequent to a conveyance of title to the Site. Prior to issuance ora Certificate of Completion pursuant to this Agreement, Habitat shall not place or allow to be placed on the Site or any part thereof any mortgage, a'ust deed, encumbrance or lien other than as expressly allowed by this Agreement. Habitat shall remove or have removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to a sale thereunder. Section 3.9 Prohibition Against Transfer of the Site, the Buildings or Structures and Assignment of Agreement Prior to the issuance of a Certificate of Completion pursuant to this Agreement as to any building or structure, Habitat shall not, except as permitted by this Agreement, without prior approval of the Agency, make any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Site or of the buildings or structures on the Site except as permitted by this Agreement. This prohibition shall not be deemed to prevent the granting of temporary or permanent easements or permits to facilitate the development of the Site. Section 3.10 No Encumbrances Except Deeds of Trust for Development Notwithstanding any other provision of this Agreement, deeds of trust are permitted before completion of the construction oftbe improvements, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Site, the coustmetion of improvements on the Site, and any other purposes in connection with development under this Agreement. Habitat shall notify the Agency in advance of any mortgage, deed of trust or sale and leaseback financing, if Habitat proposes to enter into the same before completion of the construction of the improvements on the Site. Agency approval shall be required for any other financing. Section 3.11 Certificate of Completion. Upon the Agency's determination that the Project has been completed in accordance with the terms of this Agreement, Agency shall approve and record a Certificate of Completion, in substantially the form attached hereto as Exhibit 4, Certificate of Completion. Agency shall issue said Certificate of Completion within thirty 00) days of being requested to do so by Habitat. 11087-0009\710256.3 -11- November 18, 2002 ARTICLE 4 USE OF THE SITE Section 4.1 Uses. Habitat covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof, that during construction and Hereafter, Habitat, and such successors and such assignees, shall devote,the Site to use as six (6) units of very low income housing, as defined in Section 4.2 of this Agreement. Section 4.2 Qualifications of Purchasers of Units of the Project 4.2.1 The units of the Project shall be maintained as Very low Income Housing and each unit shall be conveyed to persons of Very Low Income as such terms are defined in this Section in accordance with a Regulatory Agreement which shall be recorded concurrently with the Grant Deed in substantially the form of Exhibit 3. 4.2.2 For purposes of this Agreement, the following definitions shall apply: 4.2.2.1 "Persons or families of very low income" means persons whose income do not exceed the amounts set forth in California Health and Safety Code Sections 50079.5 and 50105 (very low income) for persons and families who have incomes not greater than the applicable percentage of the area median income (adjusted for family size as appropriate for the Unit) for the very low income category. 4.2.2.2 "Area median income" shall mean the area median income for Riverside County as published by the Depathnent of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or the most closely related successor thereto. 4.2.2.3 "Adjusted for family size appropriate to the unit" shall mean for a household of one person in the case ora studio unit, two persons in the case of a one-bedroom unit, three persons in the case of a two-bedroom unit, four persons in the case of a three-bedroom unit, and five persons in the case of a four- bedroom unit; Section 4.3 Priority in the Selection of Purchasers to Temecula Residents Habitat shall provide priority in the selection of purchasers who have lived in the City of Temecula for a continuous period of one (1) year prior to submitting an application for ownership ("Temecula Residents"). Habitat shall cooperate with the Agency prior to the initial sale of any units to effectuate this provision. To implement this provision, Habitat agrees to provide notice to the Agency, in writing, prior to beginning to solicit potential homeowners for the units. 11087-0009\710256.3 - 12- November 18, 2002 Section 4.4 Covenants for Non-Discrimination 4.4.1 Habitat covenants by and for itself and any successors in interest that no discrimination against or segregation of any person or group of persons on account of color, creed, religion, sex, marital status, age, handicap, national origin or sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of Habitat itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. 4.4.2 Habitat shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 4.4.2.1 In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or berself or any person claiming under or through him or her establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall mn with the land. 4.4.2.2 In leases: "The lessee herein covenants by and for himself or herself,, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessecs, subtenants or vendees in the premises herein leased. 4.4.2.3 In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the tmnaferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises. 11087-0009\710256.3 - 13- November 18, 2002 4.4.3 The covenants established in this Section and the deeds shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site or any part thereof. The covenants, contained in this Section and the Grant Deed shall remain in perpetuity. Section 4.5 Maintenance Covenants Subsequent to the issuance of a Certificate of Completion, Habitat, and all successors and assigns in interest to the Site, shall be obligated to maintain the Site, and all improvements and landscaping situated thereon, in a clean and neat condition and in a continuous state of good repair. In the event Habitat, or a duly approved successor of Habitat, falls to maintain the Site as required by this Agreement, Agency shall notify Habitat in writing of such failure and specify the work necessary to meet the maintenance obligation. In the event the work specified is not completed within thirty (30) days of the date of said notice, Agency may, but shall not be obligated to, enter the Site, complete the work, and bill Habitat for the cost of said work. ARTICLE 5 GENERAL PROVISIONS Section 5.1 Notices, Demands and Communications Among the Parties Written notices, demands and communications among the Agency and Habitat, shall be sufficiently given by personal service or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency or Habitat described in this Section. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section. Notwithstanding anything to the contrary contained herein, notice personally served shall be deemed to have been received as of the date of personal service and notice sent by mail shall be deemed serve three (3) business days following deposit in the mail. For the purposes of this Section, the addresses to which notices shall be sent are: Agency: Redevelopment Agency of the City of Temecula 43200 Bus'mess Park Drive Post Office Box 9033 Temecula, California 92589-9033 Attention: Executive Director Habitat: Habitat for Humanity Inland Valley, Inc. 27475 Ynez Road, Suite 390 Temecula, California 92591 Attention: Debroah Hollingsworth, Executive Director 11087-0009W10256.3 -14- November 18, 2002 Section 5.2 Conflicts of Interest Habitat warrants that it has not paid or given and will not pay or give any officer, employee or agent of the City or Agency any money or other consideration for obtaining this Agreement. Section 5~3 Enforced Delay; Extension of Times of Performance 5.3.1 In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and ail performance and other dates specified in this Agreement shall be extended, where party seeking the extension has acted diligently and delays or defaults arc due to events beyond the reasonably control of the party such as but not limited to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; intergalactic invasion, lack of transportation; litigation; unusually severe weather; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. 5.3.2 Notwithstanding anything to the contrary in this Agreement, an extension of time for any such eanse shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. 5.3.3 Times of performance under this Agreement may also be extended in writing by the mutual agreement of the Executive Director of the Agency and Habitat. Section 5.4 Non-liability of Officials and Employees of the Agency No member, official or employee of the Agency or the City shall be personally liable to Habitat, or any successor in interest, pursuant to the provisions of this Agreement, not by any default or breach by the Agency (or the City). Section 5.5 Inspection of Books and Records Each party has the fight to inspect, at reasonable times, the books and records of the other pertaining to the Site as pertinent to the purposes of this Agreement. ARTICLE 6 DEFAULTS AND REMEDIES Section 6.1 Defaults - General 6.1.1 Subject to the extensions of time set forth in Section 5.3, failure or delay by (either party to perform any term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default (claimant) shall give written notice of default to the other party, specifying the default complained of. 6.1.2 The claimant shall not terminate this Agreement pursuant to Section 6.7, institute proceedings against the other party nor be entitled to damages if the other party within fourteen (14) days from receipt of such notice immediately, with due diligence, 11087-0009\710256.3 -15- November 18, 2002 commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy within thirty (30) days from the date of receipt of such notice or if such cure, correction or remedy by its nature cannot be effected within such thirty (30) day period, such cure, correction or remedy is diligently and continuously prosecuted until completion thereof. Such cure, correction and remedy shall include payment of any costs, expenses (including attorney fees) or damages incurred by the non-defanlting party resulting from the default or during the period of default, Section 6.2 Legal Actions 6.2.1. Institution of Legai Actions Any legal actions related to or arising out of this Agreement must be instituted in the superior Court of the County of Riverside, State of California, in an appropriate Municipal court in that county, or, if federai jurisdiction exists, in the Federal District Court in the Central District of California. In the event such litigation is filed by one party against the other to enfome its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 6.2.2 Applicable Law The laws of the State of California shall govern the interpretation and enfomement of this Agreement. 6.2.3 Acceptance of Service of Process 6.2.3.1 In the event that any legal action is commenced by Habitat against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or in such other manner as may be provided by law. 6.2.3.2 In the event that any legal action is commenced by the Agency against Habitat, service of process on Habitat shall be made by personal service upon a corporate officer of Habitat and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. Section 6.3 Rights and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Section 6.4 Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive 11087-0009\710256.3 - 16- November 18, 2002 either such party of its fight to institute and maintain any actions or proceedings which it may deem. necessary to protect, assert or enforce any such rights or remedies. Section 6.5 Damages If a default is not fully cured by the defaulting party as provided in Section 6.1, the Defaulting party shall be liable to the other party for any damages caused by such default, and the nondefaulting party may thereafter (but not before) commence an action for damages against the defaulting party with respect to such default. Section 6.6 Specific Performance If a default under this Agreement is not fully cured by the defaulting party as provided in Seetion 6.1, the nondefaulting party at its option may thereafter (but not before) commence an action for specific performance of terms of this Agreement. Section 6.7 Remedies and Rights Prior to the Agency Conveyance 6.7.1 Termination by Habitat. Prior to the conveyance of the Site to Habitat, Habitat may terminate this Agreement and its obligations thereunder (subject to Paragraph D below) for any of the following reasons: 6.7.1.1 the Agency does not convey tire and possession of Site in the manner and condition and by the date provided in this Agreement; or 6.7.1.2 the Agency defaults in the performance of any material obligation hereunder and such failure is not cured within the time required by this Agreement; or 6.7.1.3 Agency does not agree to remove title exceptions as provided in Section 2.4; 6.7.1.4 Habitat disapproves the results of the environmental investigation as provided in Section 2.9; or 6.7.1.5 Habitat is unable to raise sufficient funds by donation or financing to construct the Project. 6.7.2 Termination by the Agency. Prior to the conveyance of the Site to Habitat, the Agency may terminate this Agreement and its obligations thereunder (subject to Paragraph D below) for any of the following reasons: 6.7.2.1 prior to the conveyance of the Site Habitat (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Site in violation of this Agreement; or 6.7.2.2 Agency disapproves the results of the environmental investigation as provided in Section 2.9; 11087-0009\710256.3 -17- November 18, 2002 6.7.2.3 Habitat does not submit certificates of insurance and related documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor; or 6.7.2.4 Habitat does not take title to Site under tender of conveyance by the Agency pursuant to this Agreement. 6.7.2.5 Agency determines, in its sole discretion, that Habitat does not have sufficient funds or financing to construct the Project. 6.7.2.6 Escrow does not closed prior to July 15, 2002. 6.7.3 Procedure for Termination In order to terminate this Agreement prior to conveyance of the Site to Habitat for any reason set forth in Paragraph A or B above, the party proposing to terminate shall deliver written notice of its intent to do at least fifteen (15) days prior to the proposed date of termination and stating the reasons for termination. The party proposing to terminate the Agreement may withdraw the proposed termination or extend the effective date at any time prior to the effective date of the termination. 6.7.4 Consequences of Termination In the event of termination of this Agreement in accordance with this Section, neither party shall have any rights or recourse against the other, except in the case of termination pursuant to Paragraph A.I., A.2., B.1, B.3, or B.4, in which event the terminating party shall be entitled to any damages or other relief in law or equity to which it may be entitled. ARTICLE 7 POWER OF TERlVIENATION AND RIGHT OF AGENCY TO REENTER SITE Section 7.1 Power of Termination and Right to Reenter and Revest Title In the Agency After Agency Conveyance The Agency has the additional right of termination, at its option, to reenter and take possession of the Site, with all improvements thereon, and terminate and revest In the Agency the estate conveyed to Habitat if prior to the issuance of the Certificate Of Completion, Habitat shall: 7.1.1 Fall to start the construction of the improvements as required by this Agreement within the times set forth In Exhibit 2, Schedule of Performance; 7.1.2 Abandon or substantially suspend construction of the improvements required by this Agreement for a period of sixty (60) days; or 7.1.3 Transfer or suffer any involuntary transfer of tha Site or any part thereof in violation of this Agreement; or 11087-0009\710256.3 - 18- November 18, 2002 7.1.4 Commit any other material default pursuant to this Agreement. 7.2 Certificate of Completion. Such power of termination and right to reenter, terminate and revest shall not be exercised with respect to the Site when a Certificate of Completion has issued for all improvements to be constructed on the Site pursuant to this Agreement. 7.3 Limited Scope. Such power of termination and right to reenter, terminate and revest shall further be subject to and be limited by and shall not defeat, render invalid or limit: 7.3.1 Any mortgage or deed of trust permitted by this Agreement; or 7.3.2 Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deed of trust. 7.4 Grant Deed. The Grant Deed shall contain appropriate reference and provision to give effect to the Agency's power of termination and right of reentry as set forth in this Section, under specified circumstances prior to recordation of the Certificate of Completion, to reenter and take possession of the Site, with all improvements thereon, and to terminate and revest in the Agency the estate conveyed to Habitat. 7.5 Revesting, Payments. Upon the revesting in the Agency of title to the Site as provided in this Section, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it may be amended, to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation or making or completing the improvements, or such other improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for such Site or part thereof in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof, if any, shall be applied: 7.5.1 First, to the value of the Site as of the date of conveyance to Habitat shall be paid to the Agency; 7.5.2 Second, the Agency's expenses in maintaining the property upon revesting and the Agency's costs and expenses in recapturing and reselling the Site shall be paid to the Agency; and 7.5.3 Third, any mortgage or deed of trust permitted by this Agreement shall be paid in order of pfiority. ARTICLE 8 SPECIAL PROVISIONS Section 8.1 Real Estate Commission Neither party to this Agreement has had any contact or dealing regarding the sale of the Site to Habitat through any licensed real estate broker or any other person who may claim a right 11087-0009\710256.3 - 19- November 18, 2002 to commission or finder's fee as a procuring cause of the sale of the Site. In the event that any broker or a finder presents a claim for a commission or a finder's fee which is based either on this Agreement or upon the broker's or finder's dealings or communications xvith any party, then the party through whom the broker or finder bases his claim shall indemnify, save harmless and defend the other party from said claim, including but not limited to all costs and expenses incurred by the other party in defending said claim. Section 8.2 Entire Agreement, Waivers & General 8.2.1 This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest xvith respect to all or any part of the subject matter hereof. 8.2.2 Amendments hereto must be in writing executed by the appropriate anthorifies of the Agency and Habitat. 8.2.3 The parties agree that each party has reviewed and revised this Agreement and have had the opportunity to have their counsel and real estate advisors review and revise t~.ils agreement and that any nde of construction to the effect that ambiguities are to be resoh,ed against the drafting party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. - · 8.2.4 In this Agreement the neuter gender includes the feminine and masculine, and singular uamber includes the plural, and the words "person" and "party" include · corporation, partnership, firm, trust, or association where ever the context so r~uires. . g.2~5' , The recitals and captions of the s~fions and subsections oft.his Agreement are for convenience and reference only, and the words contained therein shall. in no way be held to explain, modify, amplify or aid in the interpretation, construction or me,-ufing of the provisions of this Agreement. · - Section 8.3 Time of Essence. The parties acknowledge that time is of the essence in fl,ia A~decment, llO[wirihstarlding anything to file contrary in the Escrow company's geneial Escrow instructions. · 11087-0009\710256.3 . -20- November 18, 2002 IN WITNESS WHEREOF, the Agency and Habitat have signed this agreement as of the date first written above. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Ron Roberts, Chairperson ATTEST: Susan Jones Secretary APPROVED AS TO FORM: Peter M. Thorson Counsel to the Agency 11087-0009\710256.3 -21- November 18, 2002 HABITAT FOR HUMANITY INLAND VALLEY, a California Non-Profit Corporation By: Name: Title: 11087-0009\710256.3 -22- November 18, 2002 ALI--PURPOSE ACKNOWLEDGMENT State of California County of Riverside On ,~}~=~ ~-C~'~t ,2oo:,befo me,/ l c}, ~erson~ly ~own to me -OR- personally proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Wimess my hand and official seal. SI~A~ OF NOTJAIY / -PURPOSE ACKNOWLEDGIVlENT State of California County of Riverside On appeared · 2002, before me, , personally [1 [1 personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY 11087-0009\710256.1 October 12, 2002 EXHIBIT NO. 1 SITE MAP AND LEGAL DESCRIPTION OF SITE PARCEL A: LOT 3 IN BLOCK 34, TOWN OF TEMECULA, AS SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF AN ANNEXED STREET ADJACENT AND ON THE SOUTH SIDE OF SAID LOT, AS VACATED BY RESOLUTION RECORDED DECEMBER 08, 1936 IN BOOK 304, PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPT THE NORTHWEST 8 FEET OF THE NORTHEAST 105 FEET OF SAID LOT 3. PARCEL B: LOT 4 AND THE NORTHWESTERLY 8 FEET OF THE NORTHEASTERLY 105 FEET OF LOT 3 IN BLOCK 34 OF THE TOWN OF TEMECULA, AS SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF AN UNNAMED STREET 40 FEET IN WIDTH AS SHOWN ON SAID MAP ADJACENT SAID LOT 4 ON THE SOUTHWEST, AS VACATED BY ORDER OF THE BOARD OF SUPERVISORS OF RIVERSIDE COUNTY, A COPY OF WHICH WAS RECORDED DECEMBER 08, 1936 IN BOOK 304, PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL C: IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF TEMECULA, THAT PORTION OF LOT 1, BLOCK 34, AS SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUNTHEAS~ERLY PROLONGATION OF THE NORTHEASTERLY LINE ON SAID LOT 1 AND THE CENTERLINE OF THE FIRST STREET (VACATED) AS SHOWN ON SAID MAP; THENCE ALONG SAID CENTERLINE SOUTH 44 DEGREES, 30', 26" WEST 210.00 FEET TO THE INTERSECTION OF THE SOUTHWESTERLY LINE OF SAID LOT 1; THENCE ALONG SAID SOUTHWESTERLY LINE AND ITS SOUTHEASTERLY PROLONGATION NORTH 45 DEGREES, 29', 34" WEST 45.00 FEET TO A POINT ON A LINE PARALLEL WITH AND 45.00 FEET NORTHWESTERLY, MEASURED AT RIGHT ANGLES, OF THE CENTERLINE OF FIRST STREET, AS SHOWN BY PARCEL MAP 7674, ON FILE IN BOOK 86, PAGES 50 AND 51 OF MAPS, RECORDS OF RIVERSIDE 1108%0009\710256.1 October 12, 2002 COUNTY, CALIFORNIA; THENCE TRAVERSING THE INTERIOR OF SAID LOT 1 THE FOLLOWING THREE COURSES: NORTH 44 DEGREES, 30', 26" EAST 86.32 FEET ALONG SAID PARALLEL LINE TO THE RADIUS OF 7039 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 98.32 FEET THROUGH A CENTRAL ANGLE OF 0 DEGREES, 48', 01'; THENCE NORTH 0 DEGREES, 05', 56" WEST 35.61 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 1; THENCE ALONG SAID NORTHEASTERLY LINE AND ITS SOUTHEASTERLY PROLONGATION SOUTH 45 DEGREES, 30', 19" EAST 69.32 FEET TO THE POINT OF BEGINNING. APN: 922-062-017-7 AND 922-062-019-9 AND 922-062-021-0 Approved by: AGENCY: · By 11087-0009\710256.1 October 12, 2002 Habitat: By 11087-0009\710256.1 October 12, 2002 t ~t EXItmlT NO. 1 SITE MAP AND LEGAL DESCRIFrlON OF SITE PARCEL A: LOT 3 IN BLOCK 34, TOWN OF ~~ AS SHOWN BY MAP ON FIIJ~. IN BOOK 15, PAGE 726 OF MAPS, RE~ORDS OF RIVERSIDE COUNTY, CALII:ORNiA; TOGETHER WITH THAT PORTION OF AN ANNEXI~ STR~TI' ADJACENT AND ON THE SOUTH SIDE OF SAID LOT, AS VACATED BY RESOLUTION RECORDED DECEMBER 08, 1936 IN BOOK 304, PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALn:ORNIA; EXCEPT THE NORTHWEST 8 FEET OF THE NORTHEAST 105 FEET OF SAID LOT 3. PARCF. L B: LOT 4'AND THE NORTHwESTERLy 8 FEET OF THE NORTHEAST~ Y 10S FRPrF OF LOT 3 IN BLOCK 34 OF THE TOWN OF TEMECULA, AS SHOWN BY MAP ON FII.R IN BOOK 15, PAGE 726 OF MAPS, RF~CORD$ OF RIVERSIDE COUNTY, CALIFORNIA; TOOETH1RR WITH THAT PORTION OF AN UNNAMI~ STRI~F 40 Fla~T IN WIDTH AS SHOWN ON SAID MAP ADJACENT SAID LOT 4 ON THE SOUTHWEST, AS VACA'ru$.) B Y ORDER OF THE BOARD OF SUPERVISORS OF RIVERSIDE COUNTY, A COPY OF WHICH WAS RECORDED DECEMBER 08, 1936 IN BOOK 304, PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL C: IN THE STATE OF CA!,LFORNIA, COUNTY OF RIVERSIDE, CITY OF TEMECULA, THAT PORTION OF LOT 1, BLOCK 34, AS SHOWN BY MAP ON FII.~. IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DF, SCRIBED AS FOLLOWS: BEGINNING AT THE 1NTERS~ON OF THE SOUNTHEASTERLY PROLONGATION ON THE NORTHEASTERLY LrN-E ON SAID LOT 1 AND THE CEIWI'ERI.rN-E OF THE FIRST STR~T (VACATED) AS SHOWN ON SAID MAP; THENCE ALONG SAID CENTERLn~IE SOUTH 44 DEGRI~.S, 30', 26" WEST 210.00 FEET TO THE INTERSEC~ON OF THE SOUTHWESTERLY LINE OF SAID LOT 1; THENCE ALONG SAID SOUTHWESTERLY ~ AND 1TS SOUTHEASTERLy PROLONGATION NORTH 45 DEGlZ~S, 29', 34" WEST 45.00 FEET TO A POINT ON A LINE PARAI.I.RL WITH AND 45.00 FEET NORTHWESTERLY, MEASUI?~ AT RIGHT ANGLES, OF THE CENTElZL]NE OF FIRST STIZ~F, AS SHOWN BY PARCEL MAP 7674, ON FILE IN BOOK 86, PAGES $0 AND 51 OF MAPS, RECORDS OF R/VI~SIDE 11087-o00~\710256.1 October 12, 2002 COUNTY, CALfFORNIA; THENCE TRAVERSING THE INTERIOR OF SAID LOT 1 THE FOLLOWING THRI~. COURSES: NORTH 44 DEGRRF-S, 30', 26" EAST 86.32 FEET ALONG SAID PARA!J.~.L LINE TO THE RADIUS OF 7039 FEET; THENCE NORTHEASTERLY ALONG' SAID CURVE 98.32 FEET THROUGH A CENTRAL ANGLE OF 0 DEGReeS, 48', 01"; TH~CE NORTH 0 DEGRee, 05', 56" WEST 35.61 FEET TO ~ NORTHI~,STERLY l.n~ OF SAID LOT 1; THENCE ALONG SAID NORTHEASTERLY LINE AND ITS SOUTHEASTERLY PROLONGATION SOUTH 45 DEG.RI::~S, 30', 19" EAST 69.32 FEET TO THE POINT OF BEGINNING. APN: 922-062-017,7 AND 922-062-019-9 AND 922-062-021-0 Approved by: AGENCY: By 11087-0009\710256. l October 12, 2002 922062019 922062017 922062021 50 0 50 100 Feet r:,~s~kelli~rcview~roJects~:lev,..puJol_proper ties.apr . ! EXHIBIT NO. 2 SCHEDULE OF PERFORMANCE 1. Evidence of Ability to Complete Project. Habitat shall provide Agency with evidence that Habitat has sufficient funds and/or financing and volunteer labor to complete the Project pursuant to Section 1.7 of the Agreement: On or before the Close of Escrow. 2. Opening of Escrow. Agency and Participant shall open escrow for the purchase of the Acquisition Parcel by Participant: Within 5 calendar days of approval of this Agreement by Agency. 3. Preliminary Title 'Report Approval: Habitat shall approve thOSe non,mOnetary exceptions to rifle to the Site: Within fifteen (15) business days after the date Habitat receives the title commitment and legible copies of ali instruments noted as exceptions therein. 4. Evidence of Insurance. Habitat shall furnish to the Agency a certificate of insurance as Set forth in Section 3.7 of the Agreement: Prior to Habitat or its agents entering the Site, performing any environmental testing or investigation, or commencement of demolition, whichever occurs first. 5. Conveyance of Title. Subject to Section 2.6 of this Agreement, the Agency shall convey rifle to Participant, and Participant shall accept conveyance, and the escrow pertaining thereto shall close: Within 60 calendar days after execution of this Agreement unless an extension of time is authorized by Agency. 6. Commencement of Construction. Participant shall commence construction of the first two units on the Site: No later than 90 calendar days after conveyance of rifle. Participant shall commence construction of the third and fourth units on the Site: No later than one year after conveyance of rifle. Participant shall commence construction of the fifth and sixth units on the Site: No later than two years after conveyance of title. 7. Completion of Construction. Habitat shall complete construction of the on-site and off-site improvements for the Site: No later than six (6) months following commencement of construction 11087-0009\710256.1 October 12, 2002 EXHIBIT 3 REGULATORY AGREEMENT TO BE RECORDED ON BEHALF OF HABITAT Recording Requested By and when recorded return to: Redevelopment Agency of the City of Temecula Post Office Box 9033 Temecula, California 92589-9033 Attention: City Clerk]Secretary Exempt from recording fees pursuant to Government Code Sec. 6103 REGULATORY AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY THIS REGULATORY AGREEMENT (this "Agreement"), entered into as of iNLAND V,AI'.!.~y, INC., ,2002, by and between HABITAT FOR HUMANITY a California Non-Profit Corporation (hereinafter "Habitat"), and the RI~DEVELOPIVIENT AGENCY OF THE CITY OF TBMECLq,A, a public body, corporate and politic (hereinafter the "Agency") is made with reference to the following: RECITALS A. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1-1988" (hereafter the "Plan") in accordance with the provisions of .the Community Redevelopment Law. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinance Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. B. Habitat for Humanity is the fee owner of certain real property (the "Property") described in Exhibit A, attached hereto and incorporated by reference herein. Pursuant to that certain Disposition and Development Agreement dated as of November 12, 2002 (the "DDA"), Agency agreed to convey the Property to Habitat and Habitat agreed to construct six (6) homes on the Property for sale to persons of very Iow income as further set forth in the DDA. 1 I087-0009\710256.1 Exhibit 3 - Page 1 October 12, 2002 C, Completing the'development of this Property pursuant to the Disposition and DDA between the parties and this Agreement will assist the Agency with increasing and improving the supply of very low income housing in the community. Development of the' Site pursuant to the DDA and this Agreement will assist in accomplishing the statutory and Agency goal of increasing the supply of low and moderate income housing within the community and implementing the Housing Element of the General Plan. D. The Agency acknowledges that Habitat's purpose in entering into this Agreement is to further its mission to provide simple, decent ownership housing at a cost that is affordable to very low income households. Habitat's program is to build homes, providing home ownership to families of very low income on a no-profit, no-interest basis. It is understood that Habitat is able to serve families of very low income through its unique combination of program components, ,b~ed on the, 0Pemti.onal experience of ~itat InternatiOnal and~other ~tat.Affili~t~q~ ~ncludtng the follo~ln'~: Habitat-tahitianS a 1o,,~ ~ ~:~d/.z, ' ~ ~ ~ .: ~.-.- ; :.,-:: ~.7,~,~~ : · o ---~,v~m~u opvruuon, using ae. alcate, o VOlUnteers wherever possible, in lieu of paid staff; design and construction are accompli8hed by volunteers who p. rovide labor, including professional skills and services; donated or reduced-price building n~. tefi'~ and financial d~.na?ons and,,n_o-int__e__~,._,.st loans from the. private sectorl The families selecte~ !or nome ownersmp t~come pmmers ' in the proj~0t~ providing theirown laborS in the -construction:of the homes, and assisting in other project:r~lated a~tivities, Bef0~:~0nstri~6tion · begins, the families are carefully selected, on an equal-opportunity basis, for their willingness to fully participate in the project and their potential to become stable, long-term .homeowners (plus other criteria). The families are an important part of Habitat's program - through personal contact with the selected families, volunteers and donors gain a better understanding of habitat's purpose and an increased dedication to the project. Habitat's management program is primarily One of training, which enables the homeOwners and the new homeowner's Association to maintain and manage their own property, with periodic monitoring and participation, as needed, by Habitat. Because all design and conslniction costs are Habitat's responsibility, fund-raising, publicity and community outreach activities are normal components of the project, and the timing of project phasing is generally tied to completion of fund-raising goals. Habitat becomes the mortgage loan holder, providing fixed-term, no-interest loans to thc Purchasers, and all loan payments are dedicated to the construction of homes for other families of very low income. E. As an inducement to Agency to enter into the DDA, Habitat has agreed to enter into this Agreement and has consented thereby to be regulated and restricted by Agency as provided herein and in the DDA which, inter alia, contains on-going "use" restrictions which are incorporated herein. NOW, THEREFORE, Agency and Habitat mutually agree as follows: 1. Recitals. The foregoing recitals are a part of this Agreement ~ind are incorporated herein. 2. Term. The term of this Agreement (the "Term") shall commcnce on the date of recordation of this Agreement, and shall continue in full force and effect until the forty-fifth (45t~) anniversary of the recordation hereof in the Official Records of the Riverside County Recorder (the "Expiration Date"). 11087-0009\710256.1 Exhibit 3 - Page 2 October 12, 2002 3. Nature of Covenants, Reservations and Restrictions. (a) Habitat hereby subjects the Property to the covenants, reservations and restrictions set forth in this Agreement. During construction and thereafter for the Term set forth in Section 2 hereof, Habitat, its successors and assigns, shall devote the Property only to the uses specified in the DDA and this Agreement. Each and every contract, deed or other instrument hereafter executed coveting or conveying Owner's interest in the Property, or any portion thereof, shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such lease, assignment, contract, deed or other instruments. CO) Habitat covenants and agrees by and for itself, its representatives, its s. uc,cess0~ ~d .~.. sign.s..~ Cy?ry su~0r i~ in~r~st ~0. the ~.Y2~F .~.ap~ y ip~ ~f,.: that. ounng consu-ucuon or me ~mprovements 'on tlie Ptop~rty'~nd'thi~teatt~ ~bi~it ~hiaii'ii0i ~-0r permit the use of the Property in violation of the Redevelopment Plan. Habitat further covenants and agrees to comply in all respects with the terms, provisions, and obligations of Habitat set forth in the DDA. Habitat further covenants and agrees.that Habitat shall use the Property and ev~.part thereof only for the consau¢lion and tionof a v ~ low in¢0 . . .:: .. ~.. :~ ..: mohousmg project aff6rdable to persons of very low Income, as further prov~ hereto,' Habitat' fu~er'covenants and agrees that upon completion of the six (6) very low income homes on the Site as described in the DDA (the "Project"), Habitat shall maintain the Property (including landscaping) in the manner of first class residential planned developments, as further described herein and in the DDA. 4. Use of the Property. Habitat covenants and agrees by and for itself, its representatives, its successors and assigns and every successor in interest to the Proper~y or any part thereof, that the units comprising the Project (the "Units") and the Property shall be restricted as provided in this Section 4 for the Term set forth in Section 2 hereof. (a) Units Restricted to Persons or Families of Very low Income. The units of the Project shall be maintained as Very Low Income Housing and each unit shall be conveyed to persons of Very Low Income as such terms are defined in this Section and state law. A transfer of the Property to the heirs or devisees of a qualified owner shall not be deemed to be a conveyance under this section and the heir or devisee shall not be required to qualify as a person of Very Low Income; provided, however, that any sale or further conveyance by such heir or devisee shall comply with the requirements of this section. shall apply: Co) Definitions. For purposes of this Agreement, the following definitions (i) "Persons or families of very low income" means persons whose income do not exceed the amounts set forth in California Health and Safety Code Sections 50079.5 and 50105 (very low income) for persons and families who have incomes not greater than the applicable percentage of the area median income (adjusted for family size as appropriate for the Unit) for the very low income category. 1108%0009\710256.1 Exhibit 3 - Page 3 October 12, 2002 (ii) "Affordable Housing Costs" shall have meaning set forth in California Health and Safety Code Section 50052.5, as such statute may be amended from time to time, and any successor statutes thereto and as applied to housing for persons of very low income. (iii) "Area median income" shall mean the area median income for Riverside County as published by the Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or the most closely related successor thereto. (iv) "Adjusted for family size appropriate to the unit" shall mean for a household of one person in the case of a studio unit, two persons in thc case of a one- bedroom unit, three persons in the case of a two-bedroom unit, four persons in the case of a three~ unit, and five persons in the case Of a four~bed~0m U~t; (c) Restrictions on Sale, Occupancy; Equity Sharing Formula. The Project was constructed and developed by the Developer with financial assistance from the Agency in order to increase and improve 'thc community's suPPly of very low income housing available at an Affordable HoUSing. Cost in accordance with the affordable housing requirements of the Community Redevelopment Law (California Health and Safety Code, Section 33000, et .$~). To this end, the Owner agrees that the during the Term the Property shall, except as provided in this sections, remain available only at an Affordable Housing Cost and shall only be used by Persons or Families whose incomes do not exceed a Very Low Income. In addition, if the Owner fails to occupy the Property as the Owner's principal residence for a period of thirty (30) consecutive calendar days, then the Owner shall be in breach of this Agreement. Except as permitted by this sections, thc Owner shall not resell the Property at a price higher than the Affordable Housing Cost for the prospective purchaser. To thc extent the sale price exceeds the Affordable Housing Costs for a prospective buyer in years 16 and later, the Owner shall retain only a percentage of the difference as specified in Exhibit B to this Regulatory Agreement. (d) Priority to Very low Income Tcmecula Residents. Habitat shall provide priority in the selection of purchasers who have lived in the City of Temecula for a continuous period of one (1) year prior to submitting an application for ownership ("Temecula Residents"). Habitat shall cooperate with the Agency prior to the initial sale of any units to effectuate this provision. To implement this provision, Habitat agrees to provide notice to thc Agency, in writing, prior to soliciting persons to purchase the units. Habitat must accept any Temecula Residents who meets Habitat's selection criteria. 5. Rights of Agency. Prior to thc sale of any Unit, Habitat shall obtain from the proposed buyer a completed income computation and certification form, in such form as may be approved by the Executive Director of thc Agency, and shall verify the income of the proposed buyer. Habitat shall verify the proposed buyer's income by standard and customary income verification procedures and practices used for determining eligibility for income qualifying housing. Agency shall have the continuing right during the Term hereof to verify that the restrictions, limitations and requirements of this Section are being complied with and to establish and/or continue a very low income (as defined in California Health and Safety Code Section 50093) housing program at the Property. 11087-0009\710256.1 Exhibit 3 - Page 4 October 12, 2002 6. Covenants and Obligations. (a) Compliance with Building and Health and Safety Codes. Habitat covenants that the Property shall be maintained in substantial conformance with applicable health, building, and safety codes and regulations. Habitat further covenants that any construction, renovation, repair or rehabilitation of the improvements shall be undertaken in compliance with all building codes of the City of Temecula applicable at the time of such construction, renovation, repair or rehabilitation. (b) Obligation to Refrain from Discrimination. Habitat covenants that there shall be no discrimination against any person, or group of persons, on account of sex, marital status, race, color, religion, creed, n~ational origin or an~ce~ S~ in.the sale, !gas~, s~lgl~Se, l!~ansfer, ~i 0ceupancY, tenum'0r enjOyment 6f~e ~pe~; oi- ~ p~ ~f~ :~id~bitfi~.~6~ ~ person or entity claiming under or through Owner) covenants and agrees not to establish or permit uny such practice or praodees of discrimination with reference to the selection; location, number, use or occupancy of tenants, lessees, subtenants or sublessees of the Prolxaty or any part thereof. Habitat also agrees to refrain from any form ofdiscfim!nati0n as set:foxth abOve· ~g tO deeds; leases or contracts. ; (c) Form of Nondiscrimination and Non-segregation Clauses. Habitat covenants that Owner, its successors and assigns, shall refrain from restricting the ~ntal, sale or lease of the Property, or any portion thereof, in any deed, lease or contract of sale, on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. Any such deed, lease or contract shall contain or be subject to substantially the foll0wing nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for itself, his heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed or the improvements thereon or to be constructed thereon, nor shall the grantee itself or any person claiming under or through the grantee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed or such improvements. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and ail persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry, in the leasing, subleasing, lransferring, use, or enjoyment of the land herein leased or the improvements thereon or to be constructed thereon, nor shall the lessee himself, or any person claiming under or through the lessee, establish or permit any such practice or practices 11087-0009\7109_.56.1 Exhibit 3 -Page 5 October 12, 2002 of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants or vendees of the land herein leased or such improvements." 3. In contracts of sale: ' .... 'There shall be no disonnunatlon against or segregation of, any person, or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land or the improvements thereon or to be constructed thereon, nor shall the transferee himself or any person claiming under or through the lransferee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, 1 ' ocation, number, use or occupancy of tenants, lessees, the land or such improvements." subtenants, sublessees or vendees of '7. OPeration, MaintenanCe and RePair. Habitat abalI have full resPo~isibility for the operation and maintenance of all improvements on the Property throughout the duration of the Tenn. Habitat shall, upon completion of the Project maintain in the m~ner of first class .. pn . g . ~jeci aha all lanascatang vathin the Public rightS Of way Which may abut the Property throughout the Term Of this Agreemeni without oXpense to Agency, and shall perform all repairs and replacements necessary to maintain and preserve said improvements and landscaping in a first class, neat, clean, safe, sanitary and healthy condition in a mo_vnet reasonably satisfactory to Agency and in compliance with all applicable laws, and in compliance with ail applicable laws and the DDA. 8. Violation of Regulatory Agreement. (a) Habitat shall perform each and every obligation set forth in this Co) In the event of the violation by Habitat of any of the provisions of this Agreement, then Agency shall give written notice thereof to Habitat and the successor owner of the Property at thc time of the violation by registered mail addressed to Habitat and thc successor owner at the addresses stated in this Agreement, or to such other address as may have been designated by Habitat. Any such violation shall be cured to the satisfaction of Agency within the 30 days after thc date such notice is received, or if such violation is a non-monetary obligation that cannot reasonably be cured within such 30 day period, then Habitat fails to cure or to commence to cure such violation within said 30 day period and fails diligently to prosecute such cure to completion as soon as reasonably possible but, in not event, no later than three (3) months after notice of such violation. After conveyance of the Property by Habitat, Habitat shall have thc right, but not the duty, to cure such violations. If Habitat falls to cure of commence to cure the violations within said periods, then Agency may without further notice, declare in writing a default under this Agreement effective on the date of such declaration of default, and upon any such declaration of default Agency may apply to any court, State or Federal, for specific performance of this Agreement, for an injunction against any violation by Habitat of this Agreement, or for such other relief as may be appropriate, including without limitation damages, and the cost to Agency in enforcing thc terms of this Agreement (including the reasonable time · 11087-0009\710256.1 Exhibit 3 -Page 6 October 12, 2002 expended by Agency staff, consultants, auditors, attorneys and other personnel involved in such enforcement). (c) The remedies of Agency herein, or under any other instrument providing for or evidencing the financial assistance provided herein, are cumulative, and the exercise of one or more of such remedies shall not be deemed an election of all remedies and shall not preclude the exercise by Agency of any one or more of its other remedies. (d) Agency shall provide by mall copies of any notice of any violation to all other lien holders who have delivered a request therefor to the Agency and have also recorded Request for Special Notice in accordance with California Civil Code Section 2924e (as amended), at the address for notices most recently provided by Habitat or such lien holders for ~uc~ nO~?~m~:d such parties sl~! .h~¥C thc same ~ tO ~.O~e~'~ ~fat!l~ here~der On I~half of OWne,. ............ (c) Agency may terminate all or portions of this Agreement at any time, for any reason. Any such termination or partial termination shall, be effective upon notice of such. termination or partial t6tmination being recorded in the official. Records of Ri~'erside C0unty; 9. General Provisions. (a) The covenants which have been established pursuant to this Agreement shall be deemed to be covenants running with the land for the benefit of thc Project Area and Ag.en_cy~ in c.arr?'n_g out its statutory responsibilities under Califomia Redevelopment Act (Health ana ~;atety Cooe ~;ections 33000 et seq.) to implement the RedeVelopment PJa~ an~ to Provide for the development of low and moderate Income housing in the community. The covenants hereof shall be binding upon the Property and run for thc benefit of the Project Area and Agency and its successors and assigns, and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is or remains an owner of any land or interest therein to which such covenants relate. Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the Covenants running with the land have been provided. Only Agency and its successors in interest may enforce this Agreement; nothing herein is intended to create any third party beneficiaries to this Agreement, and no person or entity other than Agency or Owner, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. Not by way of limitation of the foregoing, the tenants of the Property are not intended to be third party beneficiaries hereunder. Co) This Agreement and the covenants reservations, restrictions and agreements contained herein shall be a burden upon the Property and shall bind Owner, its successors and assigns with respect to the Property. Habitat may not assign any of the benefits of this Agreement, or delegate any of Owner's obligations hereunder, voluntarily or by operation of law, without the prior written approval of Agency. 1108741009\710256.1 Exhibit 3 - Page 7 October 12, 2002 (c) The covenants and obligations contained in Sections 3, 4, 5, 6, and 7 shall remain in effect until the expiration of the Term provided forin Section 2 hereof, and the covenants against discrimination provided for in subsections 6(c) and 6(d) shall remain in perpetuity. (d) Agency and its successors and assigns, and Habitat and its successors and assigns as holders of the ground leasehold interest in thc Property, shall have the fight to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, reservations and restrictions contained in this Agreement. (e) This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof and may not be altered or amended except by writing · .,. executed between the parties ~ be oharged · ::~ ~ . Vi:~. .i:':~ !;~" ~i. ~ ~ ~.~!:.~::.:"~." ..... : ~:~. -:~ .i,.'!.:~::.(7 ~ (f) In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing patty in the action shall be enfiflex[ in addition ~ ~y other relief ~o Which it may be entitY' reasonable ,e0~ts.anii'ex~ses ineluding, withoUt:'lim~tati~.uti~on COsts and ~Onableattomeys, f/es. .. . · i..... . (g) If any term, covenant, condition or provision of this Agreement, or the application thereof to any circum.~tance, shaH, at any time or to any extent, be determined by a court of comPetent jurisdiction to be invalid or unenforceable, then the remainder of this Agreement, orthe application thereof to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, Cove~iant, condition and provision of this Agreement, shall be valid and enforceable, to the fullest extent permitted by law. (h) The use of the plural in tiffs Agreement shall include the singular and the singular shall include the plural, and the use of one gender shall be deemed to include ail genders. (i) Time is of the essence hereof. O) No waiver by Agency of any breach of or default under this Agreement shall be deemed to be a waiver of any other or subsequent breach thereof or default hereunder. (lc) This Agreement and all related documents shall be deemed to be contracts made and delivered in the State of California and shall be governed and construed and interpreted in accordance with the laws of said State. Headings and titles herein are for convenience only and shall not influence any conslruction or interpretation. O) Any notice required to be given hereunder shall be given by personal service or by certified or registered mail, postage prepaid, return receipt requested, at the addresses sPecified below, or at such other addresses as may be specified in writing by the parties hereto as follows, and shall be effective on the third business day following deposit in the mail or upon receipt if by personal delivery to the addresses set forth herein: 11087-0009X710256.1 Exhibit 3 -Page 8 October 12, 2002 If to Agency: If to Habitat: With a Copy to: Red~Ve!opment Agency of the City of Temeeula 43200 Bminess Park Drive Post Office Box 9033 Temecula, California 92589-9033 Attention: Executive Director Habitat for Humanity Inland Valley, Inc. 27475 Ynez Road, Suite 390 Temecula, California 92591 Attention: Deborah Hollingsworth, Executive Director Ownor . (m) This Agreement may be simu!t~n~Ously.ex~cu~ in multiple. cQunt~rParts, all of which shall constitute one and the same ins~nt, and. each Of which SI~II IX~ dcem~i io bean0riginai..i'i ~ ' . ' i '~ ;~ '~ii ' 'i" *." i' i' IN WITNESS Wi~REOF, thc parties hereto have entered into this Regulatory Agreement as of the day and year first above written. REDEVELOPMENT AGENCY OF ~ CITY OF TEMECULA Shawn D. Nelson Executive Director ATTEST: Susan Jones Secretary APPROVED AS TO FORM: Peter M. Thoraon Counsel to the Agency 11087-0009\710256.1 Exhibit 3 -Page 9 October 12, 2002 HABITAT FOR HUMANITY INLAND VALLEY, a California Non-Profit Corporation By: Name: Title: By: Name: Title: 11087-0009\710256.1 Exhibit 3 - Page 10 October 12, 2002 State of California County of Riverside A!.! ~-PURPOSE ACKNOWLEDGMENT ) ) On ,2002, before me, , personally appeared [] [] personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they eseeuted the same in his/her/their authorized capaeity(ies), and that by his/her/their Witness my hand and official seal. SIGNATURE OF NOTARY State of California County of Riverside Al J.-PURPOSE ACKNOWIJ~OMENT ) ) On appeared ,2002, before me, , personally [] personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instnunent and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the insmunent. Witness my hand and official seal. SIGNATURE OF NOTARY 1108%0009\710256.1 October 12, 2002 922062019 922062017 922062021 50 0 50 100 Feet " I ! ./" EXHIBIT NO~ 1 TO REGULATORY AGREEMENT SITE MAP AND LEGAL DESCRIPTION OF SITE PARCEL A: LOT 3 IN BLOCK 34, TOWN OF TEIVlF_,C~A, AS SHOWN BY MAP ON FII.R IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ... TO~m ~ ~ PORTION OF AN ~ S~ ~$~ ~ ON .~ ,~.. ~So~ SiDi~OF~s~:r~O~:~ :VAC,~¥~~Oi~i{i~ ~:..~ ?:~, DE~ 08, 1936 ~ BOOK 3~, PAGE 356'0F O~C~:~CO~S OF CO~, CA~.~O~; EXCEPT'THE NOR~T 8 PEL:~T OF THE NORTHEAST !05':~.OF:S~LOT:3~' PARCEL B: LOT 4 AND THE NORTHWF~TERLY 8 FEET OFTHE NORTHEASTERLY 105 FLEET OF LOT 3 IN BLOCK 34 OF THE TOWN OF TEMECULA, AS SHOWN BY MAP ON FII.~. IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CAI JPORNIA; TOGBTHER WITH THAT PORTION OF AN UNN~ ST~l:~rr 40 FEET IN WIDTH.AS SHOWN ON SAID MAP ADJACENT SAID LOT 4 ON THE SO~T, AS VACATED BY ORDER OFTHE BOARD OF SUPERVISORS OF ~SIDE COUNTY, A COPY OF WHICH WAS KECORDF. D DECEMBER 08, 1936 IN BOOK 304, PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. · PARCEL C: IN THE STATE OF CALWORNIA, COIJNTY OF RIVERSIDE, CITY OF TEMECULA, THAT PORTION OF LOT 1, BLOCK 34, AS SHOWN BY MAP ON PIL~ IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUNTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE ON SAID LOT 1 AND THE CENTERI.INE OFTHE FIRST STP~I' (VACATED) AS SHOWN ON SAID MAP; THENCE ALONG SAID CENTERLINE SOUTH 44 DEGlZI::~S, 30', 26" WEST 210,00 FEET TO THE INTERSECTION OF THE SOUTHWESTERLY LINE OF SAID LOT 1; THENCE ALONO SAID SOUTHWESTERLY !.INE AND ITS SOUTHEASTERLY PROLONGATION NORTH 45 DEGREES, 29', 34" WEST 45.00 FEET TO A POINT ON A 11087-0009\710256.1 October 12, 2002 LINE PARAH~{ ~ WITH AND 45.00 FEET NORTHWESTERLY, MEASUR~D AT RIGHT ANGLES, OF THE CENTERLINE OF FIRST STR~.~:T, AS SHOWN BY PARCEL MAP 7674, ON Fll .F. IN BOOK 86, PAGES 50 AND 51 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE TRAVERSING THE INTERIOR OF SAID LOT 1 THE FOLLOWING COURSES: NORTH 44 DEGR~FS, 30', 26" EAST 86.32 FEET ALONG SAID PARA! J.~.L I.~IE TO THE RADIUS OF 7039 THENCE NORTHEASTERLY ALONG SAID CURVE 98.32 FEET THROUGH A CENTRAL . : . ~GLE OmO DEGRI~$, 48', 01"; ~.~ ~: ~'~.~ i-i ~.~. : . i ~' ~'~ !'~.: ~.i !~ i ~.:¥ .;/ ~ ........... ~ ~. · THENCE NORTH 0 DEGRF~F$, 05', 56" WEST 35.61 FEL:rF TO THE NORTHEASTERLy LINE OF SAID LOT 1; THENCE ALONO SA1D NORTHEASTBR!~Y LINE ~rl~$ SO~TERLy PROLONGATION'SOUTH 45 DEGRRF. S+ 30', 19'EAST 6932~TO ~:poINT OF BEGINNING. APN: 922-062-017-7 AND 922-062-019-9 AND 922-062-0214) Approved by: AGENCY: By Habitat: By 1108%0009\710256.1 October 12, 2002 EXHIBIT NO. 2 TO REGULATORY AGREEMENT EQUITY SHARING FORMULA FOR SALE OF UNITS Year of Sale Portion of Sale Proceeds Allowed to be Retained by Owl)er Years 1 to 15 Years 16 t0 25 Years 26 to 35 Years 36 to 45 Zero percent (0%)-During this period, Owner may only sell to purchasers at a price equal to the Affordable Housing Cost for such unit. Thirty percent ~30%) Sixty percent (60%) NinetY Percent (90%) 11087-0009\710256.1 Exhibit 4 - Page 1 October 12, 2002 EXHIBIT 4. CERTIFICATE OF COMPLETION RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Redevelopment Agency of the'City of Temecula Pos~ OffiCe BOX 9033 ~ Temecula, California 92589-9033 Attention: City Clerk/Secretary Exempt from recording .fees pursuant to Government Code Sec. 6103 CERTIFICATE OF COMPLETION OF PHYSICAL IMPROVEMENTS TO REAL PROPERTY TI~.. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES HE~REBY CERTIFY AS FOLLOWS: Section 1. Recitals. The Redevelopment Agency of the City of Temecula ("Agency") hereby finds, determines and declares as follows: a. On ,2002 the Agency and Habitat for Humanity Inland Valley, a California, a California Non-Profit Corporation ("Habitat"), entered into that certain . agreement entitled "DISPOSmON AND DEVELOPMF~NT AGRI~.MENT BY AND BETWRRN RRDEVELOPMENT AGENCY OF TH~ CITY OF TEMECULA AND HABITAT FOR HUMANITY INLAND VAI.I,RY, INC." ("DDA") which agreement provides for the conveyance of certain real property owned by the Agency to Habitat for the development of very low income homes. b. The DDA was recorded as Document No. Records of Riverside County on ,2002. in the Official c. The real property which is the subject of the DDA and this Certificate of Completion is located at , Temecula California and is legally described on Exhibit A., Legal Description, attached hereto and incorporated herein as though set forth in full ("Site"). 11087-0009\710256.1 Exhibit 4 - Page 2 . October 12, 2002 d. The DDA provides that the Agency shall furnish Habitat with a Certificate of Completion upon the completion of the physical improvements to the Site. e. The Agency has inspected the Site and the physical improvements constructed thereon. Section 2. Certification of Completion of Physical lmprovemenls. The Agency does hereby certify that the physical improvements to the Site as required by the DDA have been fully and satisfactorily performed and completed. Nothing herein shall amend or modify the obligations of Habitat or its successors with respect to the Regulatory Agreement Containing Covenants Affecting Real Property, recorded with respect to the Site on ,2003 as Document No. in the Official Records of Riverside County on , ~3 .... IN wrrNESS WHEREOF, the Agency has executed this ce~ificate as of Shawn Nelson Executive Director ATTEST: Susan Jones Secretary APPROVED AS TO FORM: Peter M. Thorson Counsel to the Agency 11087-0009W 10256.1 Exhibit 4 - Page 3 October 12, 2002 EXHIBIT A LEGAL DESCRIPTION PARCEL A: LOT 3 IN BLOCK 34, TOWN OF TEMECULA, AS SHOWN BY MAP ON FII.R IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CAI.WORNIA; TOGETHER WITH THAT PORTION OF AN ANNEX[~ STRRI~F ADJACENT AND ON THE SOUTH SIDE OF SAID LOT, AS VACATED BY RESOLUTION RECORDED DECEMBER 08, 1936 IN BOOK 304, PAGE 356 OF OFFICIAL RECORDS OF ~SIDE C. OUNTY, CALIFORNIA; ~ ' .... EXCEPT THE NORTHWEST 8 FEET OF THE NORTHEAST 105 FEET OF SAID LOT 3. PARCEL B: LOT 4 AND THE NORTHWESTERLY 8 FEF~ OFTHE NORTHEASTERLy 105 FEET OF LOT 3 IN BLOCK 34 OF THE TOWN OF TEMECULA, AS SHOWN BY MAP ON lan.~. IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF AN UNNAMI:~ STRI:~T 40 FEET IN WIDTH AS SHOWN ON SAID MAP ADJACENT SAID LOT 4 ON THE SOUTHWEST, AS VACATED BY ORDER OF THE BOARD OF SUPERVISORS OF RIVERSIDE COUNTY, A COPY OF WHICH WAS RECORDED DECEMBER 08, 1936 IN BOOK 304, PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL C: IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF TEMECI. H..A, THAT PORTION'OF LOT 1, BLOCK 34, AS SHOWN BY MAP ON FII.R IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CAI.INORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUNTHEASTERLY PROLONGATION OF THE NORTHEASTERLY I.tNE ON SAID LOT 1 AND THE CENTERIJNE OF THE FIRST STRRlgF (VACATED) AS SHOWN ON SAID MAP; THENCE ALONG SAID CENTERLINE SOUTH 44 DEGI~RFS, 30', 26" WEST 210.00 FEET TO THE INTERSECTION OF THE SOUTHWESTERLY LINE OF SAID LOT 1; THENCE ALONG SAID SOUTHWESTERLY LINE AND ITS SOUTHEASTERLY PROLONGATION NORTH 45 DEGRF. FS, 29', 34" WEST 45.00 FEET TO A POINT ON A LINE PARALI.RL WITH AND 45.00 FEET NORTHWESTERLY, MEASURRD AT RIGHT ANGLES, OF THE CENTERLINE OF FIRST STREI~T, AS SHOWN BY PARCEL MAP 11087-0009\710256.1 October 12, 2002 THENCE TRAVERSING THE INTERIOR OF SAID LOT 1 THE FOLLOWING THRF_.~ COURSES:. NORTH 44 DEGR~F$, 30', 26" EAST 86.32 FEET ALONG SAID PARAIJ J~.L LINE TO ~ RADIUS OF 7039 FEET; THENCE NORTHEASTERLY AI.K)NG SAID CURVE 98.32 FEET THROUGH A CENTRAL ANGLE OF 0 DEGR~.F.S, 48', 01"; ~CE NORTH 0 D~ORF.~S, 05'; 5&,, WEST 35.61'FEET TO ~ NORTHEAS~Y LINE OF SAID LOT l; THENCE ALONG SAID NORTHEASTERLY LINE AND ITS SOUTHEAS~Y PROLONGATION SOUTH 45 DEGRI~S, 30', 19" EAST 69.32 FEET TO TIffi POllqT OF BEGINNING. APN: 922-062-017-7 AND 922-062-019-9 AND 922-062-021-0 11087-0009\710256.1 October 12, 2002 DESCRIFFION AND ESTIMATE OF OFF-SITE PUBLIC IMPROVEMENTS [To be inserted by Agency Staff] 11087qX109\710256.1 October 12, 2002 &S.L. ARMSTRONG & B OOKS CONSUL TINO ENOINEE S Engineer's Cost Est/mate. PuJol Street Hard$cape Quantity Unit Unit Cost Extended Cost Construct 0.3' AC Pavement (3,440 $.F.) Construct 0.5' CL II AB (3,440 8.F,) Construct Type 8 Curb & Gu~er (8") conslm;t 4" PCC 81dewalk Sawc~ and Remove ~Jst~ng A.C. Pavement 77.4 TON $ 36.00 $ 2,786.40 38.5 CY $ 33.50 $ 1,270.50 t75 LF $ 9.75 $ 1,705.25 660 $.F. $ 3.25 $ 2J45.05 430 $.F. $ 1.15 $ 494,50 ~ ~ ~ '~. ::,':..'~ .:~ ,,. ~ ~, ............ Sewer Improvements conne, on 18' VCP SeWer Install 6' VCP ~ewer lateral Subtotal Sewer Water ImproYements Inslall 6" Fire Hydrant Asembly 2' Water Service Subtotal Water Quantity Unit Unit Cost Extended Cost 3 $ 2;750.00 $ 8 0:.oo ~28 U= $ 23;0O $ 2;~:00 105 LF $ 18.50 $ !.942.50 $ 13,t36.50 Quantity Unit Unit Cost Extended Cost 1 EA $ 2,750.00 $ 2,750.00 2 EA $ 1,370.00 $ 2,740.00 $ 5,490.00 Street Lights Install Street Light per City Std. Subtotal Street Lights Quantity Unit Unit Cost Extended Cost 1 EA $ 1,950.00 $ 1,950.05 $ 1,950.00 TOTAL PUBUC IMPROVEMENTS.PUJOL STREET TOTAL IMPROVEMENTS X 25% CONTINGENCY , $ 261239.15 $ 32,798.94 Page I of 1 I I KEYSER MARSTON ASSOCIATES INC. 1660 HOTEL CIRCLE NORTH, SUITE 716 SAN DIEGO, CALIFORNIA 92108 F^X:619/?IS-9508 To: Date: Subject: MEMORANDUM Mr. John Meyer, AICP, Redevelopment Director City of Temecula KEYSER MARSTON ASSOCIATES, INC. January 28, 2003 Habitat for Humanity Inland Valley, Inc. - Estimate of Re-Use Value San Diego Gerald M. Trimble Paul C. Matra Los Angeles Calvin E. Hollis, 1I Kathleen H. Head James A. Rabe Paul C. Anderson Gregory D. Soo-Hoo A. Jerry Keyser Timothy C. Kelly Kate Earle Funk Debbie M. Kern A. Introduction Keyser Marston Associates, Inc. (KMA) has been requested to review the proposed development transaction between the Temecula Redevelopment Agency (Agency) and Habitat for Humanity Inland Valley, Inc. (Developer). The proposed transaction is detailed in the draft Disposition and Development Agreement (DDA) dated November 18, 2002. The Developer intends to build six single-family homes affordable to households at very iow-income levels (Project). The Project will be constructed on an approximate 1.07-acre site (Site) at the northwest comer of Pujol Street and First Street within the Pujol neighborhood of Old Town Temecula. The Agency acquired the pamels that comprise the Site between 1996 and 1999. Under the terms of the DDA, the Agency will convey the Site to the Developer. B. Summary of Findings KMA's principal conclusions are summarized as follows: · The estimated re-use value of the interest to be conveyed is negative $763,000. · The estimated value of the compensation to be received by the Agency is negative $150,000. · The estimated fair market value at highest and best use is $180,000. To: Mr. John Meyer, AICP, Redevelopment Director January 28, 2003 Subject: Habitat for Humanity Inland Valley, Inc. - Estimate of Re-Use Value Page 2 C. Background The Riverside County Board of Supervisors adopted Redevelopment Project No. 88-1 in July 1988. The Project Area includes approximately 1,635 acres of land within four sub-areas, all located west of Interstate 15. The Site lies within Sub-Area 2, which is generally situated between First and Sixth Streets. The blighting conditions that were identified at the time of plan adoption consisted of the following: · Age, obsolescence, deterioration, mixed character, or shifting of uses. · Subdividing and sale of lots of irregular form and shape, and inadequate size, for proper usefulness and development. · Existence of inadequate public improvements, public facilities, open spaces, and utilities, which cannot be remedied by private or governmental action without redevelopment. · The prevalence of depreciated values, impaired investments, and social and economic maladjustments. The Agency has been engaged in the development, rehabilitation, and preservation of affordable housing since 1995. The Agency's affordable housing goals include: · Increasing, improving, and preserving the supply of affordable housing; · Upgrading the physical appearance of Project Area neighborhoods; and · Establishing new standards for private development within the Project Area neighborhoods. Community Overview Over the past several years, the Agency has been actively pursuing and achieving its affordable housing goals. Itemized below are four examples of Agency-assisted housing projects. · In 1996, the Agency sponsored the rehabilitation of the 150-unit Rancho West Apartments as an affordable housing project. More recently, the Agency assisted the Affirmed Housing Group with the acquisition and rehabilitation of the Pujol and Sherwood Apartment complexes, and construction of 38 new in-fill apartments to form the 76-unit Mission Village Apartments. The project opened in February 2000. To: Mr. John Meyer, AICP, Redevelopment Director January 28, 2003 Subject: Habitat for Humanity Inland Valley, Inc. - Estimate of Re-Use Value Page 3 Approved in February 2002, the Cottages of Old Town will consist of three rehabilitated homes, and 14 new homes, along Sixth Street. This project will include four fioor plans ranging from 1,220 square feet (SF) to nearly 1,800 SF. This development is unique in that it is set in an untested location for detached for-sale housing. The Cottages of Old Town are being developed by the Affirmed Housing Group. The Agency is preparing to sell a site to Corporation for Better Housing for the development of a senior apartment complex at the southeast corner of Pujol Street and Sixth Street. The six building, garden-style complex will consist of 65 affordable senior apartments, and one manager's unit. Proposed Development The Developer, Habitat for Humanity, is a non-profit Christian housing ministry that invites people from a variety of backgrounds to build houses together in partnership with families in need. Through volunteer labor and donations of money and materials, Habitat is able to build and rehabilitate houses with the help of the homeowner family. Habitat often forms partnerships with government entities, and receives assistance with their projects in the form of land donations, houses for rehabilitation, and infrastructure improvements. The Agency proposes to partner with the Developer in order to establish an affordable home ownership development. The Site is located at the northwest corner of Pujol Street and First Street, and lies just west of the Old Town commercial district. The Site is clear, essentially fiat, and consists of approximately 47,000 SF. The surrounding area is characterized by open space to the west and a mix of single-family and multi-family residential land uses within the Pujol Street corridor. As described in Table 1, the developer plans to construct six single-family homes, each with an attached two-car garage. The proposed Project will be comprised entirely of three- bedroom units averaging approximately 1,900 SF. D. Proposed Transaction Terms This section summarizes the salient aspects of the proposed business terms contained in the draft DDA. The Agency will convey to the Developer fee simple title to the Site in an "as-is" condition for a nominal price of $10. The three parcels comprising the Site were purchased by the Agency between 1996 and 1999. The Agency acquired and cleared the Site at a cost of $411,000. 03316mm 19545.014.004 To: Mr. John Meyer, AICP, Redevelopment Director January 28, 2003 Subject: Habitat for Humanity Inland Valley, Inc.- Estimate of Re-Use Value Page 4 · The Developer will provide the Agency with evidence of sufficient funds, third-party financing, and volunteer labor to complete the Project. · The Agency will pay to the Developer an amount not to exceed $150,000 for the construction and installation of the off-site public improvements. · The Developer will construct six three-bedroom single-family homes that will be made available to very Iow-income persons. A covenant will be placed on the homes, which restricts the resale of the units to income- eligible buyers based on very Iow-income affordability requirements for a period of 45 years. However, in years 16-45, the seller will receive a sliding scale of the appreciated value based on the following schedule: (1) years 16-25, at 30%; (2) years 26-35, at 60%; and (3) years 36-45, at 90%. Persons and/or families who have resided in the City of Temecula for a continuous period of one year prior to submitting application for ownership will be given preference in the selection of buyers. Conclusion The Agency will convey the Site to the Developer for a nominal price of $10. The Agency will provide $150,000 in financial assistance to the Project. Therefore, KMA estimates that the effective compensation to the Agency is negative $150,000. E. Estimate of Fair Re-use Value Re-use value is defined as the highest pdce in terms of cash or its equivalent which a property or development right is expected to bring for a specified use in a competitive open market, subject to the covenants, conditions, and restrictions imposed by the DDA. There are two fundamental approaches to establish re-use value: The first is an analysis based on the sale of comparable properties or development rights. When comparable transactions exist and when relatively few adjustments are required to adjust the comparables to the subject, the approach based on comparable transactions can yield the most reliable indicator of value. The second method is an analysis based on the anticipated income characteristics for a specific project. Often the income approach, also termed the residual value approach, proves more useful than the comparable sales approach due to the unique market setting, To: Mr. John Meyer, AICP, Redevelopment Director January 28, 2003 Subject: Habitat for Humanity Inland Valley, Inc. - Estimate of Re-Use Value Page 5 project charectedstics, and specific requirements of the Agency which make the approach based on comparable transactions difficult or unfeasible to implement. With this approach, the residual value is established as the amount that a developer can feasibly afford to pay for a property or development right, after taking into account the development costs funded by the developer, the quantity and quality of the income stream from the project, and the market-based return on invested capital. Comparable Sales AoDroach KMA reviewed recent residential land sales in the City of Temecula and Riverside County. A review of comparable transactions suggests that they are of minimal relevance in establishing fair re-use value for the Site due to the fact that the proposed Project will be subject to affordable (very Iow-income) price and income covenants for 45 years. Residual Value Approach KMA solved for residual value based on the terms of the DDA, absent any contribution of Agency subsidy. Tables 2 to 4 present KMA's residual value analysis for the proposed Project. Development Costs The Developer did not submit a financial pro forma for the project. KMA acknowledges that the Developer will achieve substantially reduced costs through donations and volunteer labor. Table 2 presents an illustration of KMA's estimate of development costs for the Project. The imputed construction costs estimate for the Project is based on typical industry standards. KMA's estimate of development costs for the Project is as follows: Total development costs for the Project, excluding land, are $t ,153,000, or $99 per SF of gross building area (GBA), which equates to approximately $192,000 per dwelling unit. Total development costs consist of the following: · Direct construction costs, such as off- and on-site improvements, shell construction, and contingency. The total direct costs are estimated to be $963,000, or $83 per SF GBA. Indirect costs, such as amhitecture, engineering, public permits and fees, legal and accounting, taxes and insurance, developer fee, marketing, and contingency. These are estimated to be $190,000, or 19.7% of direct costs. 03316mm 19545.014.004 To: Mr. John Meyer, AICP, Redevelopment Director January 28, 2003 Subject: Habitat for Humanity Inland Valley, Inc. - Estimate of Re-Use Value Page 6 Financing costs. The Developer often receives financial donations and no-interest loans from the private sector. Therefore, KMA has assumed no loan fees or interest during construction. Gross Sales Proceeds Table 3 presents an illustrative calculation of the maximum per-unit sales price as calculated under California Redevelopment Law (CRL). In accordance with State redevelopment law, the maximum per-unit price for a household is based on the appropriate household size for a given unit and specific income thresholds. For purposes of CRL, a three-bedroom unit is assumed to house a four-person household. Based on this information and Area Median Income (AMI) figures for the County of Riverside, as determined by the Department of Housing and Urban Development (HUD), the maximum unit sales price for the proposed Project is estimated to be $65,000 per unit (specific inputs and assumptions used in this calculation are shown in Table 3). As a result, sales proceeds for the Project are projected to generate $390,000. Residual Land Value As shown in Table 4, the residual land value of the Site is estimated at negative $763,000, or $127,000 per unit. KMA has assumed no allowance for entrepreneurial profit, inasmuch as the Developer is a non-profit organization. Therefore, the difference between gross sales proceeds of $390,000, and total development costs of $1,153,000 represents the residual land value of negative $763,000. Conclusion Based on the foregoing analysis, KMA concludes that the fair re-use value of the Site, subject to the conditions, covenants, and restrictions imposed by the DDA, is negative $763,000. F. Fair Market Value at Highest and Best Use Section 33433 of California Redevelopment Law requires that prior to selling or leasing real property, redevelopment agencies estimate the fair market value of the interest to be conveyed at its highest and best (most profitable) use. Typically, the analysis of the fair market value at highest and best use does not consider the specific Agency/Developer transaction or development concept, but rather the most profitable use that is consistent with the Redevelopment Plan or other governing land use regulations. The purpose of the analysis is to estimate the maximum compensation that the Agency could achieve if it were to offer the subject property or development right on the open market. To: Mr. John Meyer, AICP, Redevelopment Director January 28, 2003 Subject: Habitat for Humanity Inland Valley, Inc. - Estimate of Re-Use Value Page 7 The highest and best use of the Site is the use that generates the highest property value. By definition, the highest and best use is that use which is physically possible, financially feasible, and legally permitted. The Old Town Temecula Specific Plan (1994) governs the zoning and land uses for the Site. The subject Site lies within the zoning and land use designations of MDR - Medium Density Residential. The MDR designation allows for a range of 7 to 12 dwelling units per acre, and is intended to provide for the development of single-family detached, duplexes, townhouses, condominiums, and conventional and garden apartments. Based on these considerations, KMA finds that the highest and best use of the Site is garden- style apartments. This use is consistent with the current zoning and land use designations, as well as the existing character of Pujol Street. Based on KMA's experience with similar development and review of multi-family land sales in the Temecula Valley, KMA concludes that the Site, if offered on the open market, could yield values, on average, of approximately .(I;1R 131313 n~r nnhi~vnhl~ rlw~llinn Hnit ~iv~n fh~ rnnYim~ ,m nllnwnhln H~nnitv nn th~ .c:;it~ nf 1 ? To: Mr. John Meyer, AICP, Redevelopment Director January 28, 2003 Subject: Habitat for Humanity Inland Valley, Inc. - Estimate of Re-Use Value Page 8 6. Neither the local nor national economy will experience a major recession. If an unforeseen change occurs in the economy, the conclusions contained herein may no longer be valid. 7. The Project will adhere to the schedule of performance described in the DDA. 8. Both parties are well informed and well advised and each is acting prudently in what he/she considers his/her own best interest. attachments SUMMARY REPORT PERTAINING TO THE SALE OF REAL PROPERTY (California Community Redevelopment Law Section 33433) PURSUANT TO A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT Between: TEMECULA REDEVELOPMENT AGENCY And: HABITAT FOR HUMANITY INLAND VALLEY, INC Prepared by: KEYSER MARSTON ASSOCIATES, INC. For: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Date: January 28, 2003 SUMMARY REPORT PERTAINING TO THE PROPOSED SALE OF REAL PROPERTY I. INTRODUCTION The Temecula Redevelopment Agency (Agency) is considering the sale of real property to Habitat for Humanity Inland Valley, Inc. (Developer) pursuant to a Disposition and Development Agreement (DDA) between the Agency and the Developer. This Summary Report is prepared in accordance with Section 33433 of the California Community Redevelopment Law. This summary consists of six additional sections, as follows: · Section II, Description of the Proposed Project. · Section II1, Estimated Costs to be Incurred by the Agency under the Proposed DDA. · Section IV, Estimated Value of the Agency Property at the Highest and Best Use. · Section V, Estimated Fair Re-Use Value of the Interest to be Conveyed. · Section VI, Purchase Price the Developer will be Required to Pay. · Section VII, Explanation Why the Sale of the Property will Assist in Elimination of Blight. Summary Report January 28, 2003 Habitat for Humanity Inland Valley, Inc. Page 1 II. DESCRIPTION OF THE PROPOSED PROJECT A. Proposed Transaction The Developer intends to construct six single-family homes affordable to persons and/or families at very Iow-income levels (Project). The Project will be constructed on an approximately 1.07-acre site on the northwest corner of Pujol Street and First Street, within the Pujol neighborhood of Old Town Temecula. The Agency proposes to convey the entire Site to the Developer at a nominal cost as part of the agreement between the Agency and the Developer. The proposed transaction is detailed in the draft Disposition and Development Agreement (DDA) dated November 18, 2002. The DDA governs the relationship between the Agency and the Developer with respect to the proposed development of the Site, the schedule of performance, and the method of financing. Key terms of the DDA are summarized below. B. Agency Responsibilities The Agency will convey to the Developer fee simple title to the Site in an "as-is" condition for a nominal price of $10. The three parcels comprising the Site were purchased by the Agency between 1996 and 1999. The Agency acquired the Site at a cost of $411,000 (see attached cost breakout in Section III). · The Agency will pay to the Developer an amount not to exceed $150,000 for the construction and installation of the off-site public improvements. C. Developer Responsibilities · The Developer will provide the Agency with evidence of sufficient funds, third-party financing, and volunteer labor to complete the Project. · The Developer will construct six three-bedroom single-family homes that will be made available to very Iow-income persons. A covenant will be placed on the homes, which restricts the resale of the units to income-eligible buyers based on very Iow-income affordability requirements for a period of 45 years. However, in years 16-45, the seller will receive a sliding scale of the appreciated value based on the following schedule: (1) years 16-25, at 30%; (2) years 26-35, at 60%; and (3) years 36-45, at 90%. Summary Report JanuapJ 28, 2003 Habitat for Humanity Inland Valley, Inc. Page 2 03317n~a 19545,014.C04 Persons and/or families who have resided in the City of Temecula for a continuous period of one year prior to submitting application for ownership will be given preference in the selection of buyers. Summary Report January 28, 2003 Habitat for Humanity Inland Valley, Inc. Page 3 03317mm 19545.014.004 III. ESTIMATED COST TO BE INCURRED BY THE AGENCY UNDER THE PROPOSED AGREEMENT Costs to the Agency related directly to development of the Site are estimated to total $571,220, as follows: A~qency Costs (Less) Area Total for 3 Dedicated to First Net Costs for Parcels Street ROW m Subiect Site Purchase Price $549,500 Relocation $186,508 Demolition $30,655 Other Related Costs ¢) $29,646 Subtotal, Acquisition Costs $796,309 Add: Agency Assistance Add: Miscellaneous/Other Costs ~3~ Total Agency Costs ($179,400) ($186,508) ($9,742) ($9,439) ($385,089) $370,100 $o $20,913 $20,207 $4tl,220 $150,000 $10,000 $571,220 (1) Portion of southernmost parcel dedicated for realignment of First Street as part of recently completed First Street bridge project. (2) Closing costs, environmental, and appraisal. (3) Estirnated costs to the Agency for legal and economic consultants, and staff time. Summar/Report JanuaPJ 28, 2003 Habitat for Humanity Inland Valley, Inc. Page 4 o3317mm IV. ESTIMATED VALUE OF THE SITE AT THE HIGHEST AND BEST USE This section presents an analysis of the fair market value of the Site at the highest and best use of the property. In appraisal terminology, the highest and best use is that use of the property, which generates the highest property value and is physically possible, financially feasible, and legally permitted. Therefore, value at highest and best use is based solely on the value created and not on whether or not that use carries out the redevelopment goals of the City of Temecula. The Old Town Temecula Specific Plan (1994) governs the zoning and land uses for the Site. The Agency Property lies within the zoning and land use designations of MDR - Medium Density Residential. The MDR designation allows for 7 to 12 dwelling units per acre, and is intended to provide for the development of single-family detached, duplexes, townhouses, condominiums, and conventional and garden apartments. Based on these considerations, KMA finds that the highest and best use of the Agency Property is garden-style apartments. This use is consistent with the current zoning and land use designations, as well as the existing character of Pujol Street. Based on KMA's experience with similar developments and review of multi-family land sales in the Temecula Valley, KMA concludes that the Site, if offered on the open market, could yield values averaging $15,000 per dwelling unit. Given the maximum allowable density on the Site of 12 units per acre, this translates to a land value of approximately $180,000, or say, $4 per SF. ,. ~.v..~e~,,~ January 28, 2003 Summary Page 5 Habitat for Humanity Inland Valley, Inc. V. ESTIMATED FAiR RE-USE VALUE OF THE INTEREST TO BE CONVEYED This section presents an analysis of the fair re-use value of the interest to be conveyed to the Developer subject to conditions, covenants, and restrictions contained in the proposed DDA. In estimating the fair re-use value of the Site, KMA has reviewed the requirements that set specific conditions with respect to scope of development, the schedule of performance, and method of financing. It is the KMA conclusion that analysis of comparable transactions does not provide a useful or valid approach for valuating this development opportunity due to extensive adjustments that would be required due to the fact that the proposed Project will be subject to affordable (very Iow-income) price and income covenants for 45 years. Therefore, reliance has been placed upon the income, or the residual land value approach, which is a recognized method for valuing real property. Analysis of the development economics of the Site, reported separately to the Agency by KMA, indicates that pursuant to the terms and conditions under which the Site will be conveyed, the fair re-use value of the Site is estimated to be negative $763,000, r,~,,'~e~" January 28, 2003 Summary Page 6 Habitat for Humanity Inland Valley, Inc. 03317mm 19545.014.004 VI. PURCHASE PRICE WHICH THE DEVELOPER WILL BE REQUIRED TO PAY Under California Community Redevelopment Law, the Agency is obligated to publicly disclose information sufficient for a comparison of the purchase price contained in the proposed DDA with the estimated fair re-use value. The Agency will convey the Site to the Developer for a nominal price of $10. The Agency will provide $150,000 in financial assistance to the Project. On this basis, then, KMA concludes that the effective compensation to the Agency is negative $150,000. Summary Report January 28, 2003 Page 7 Habitat for Humanity Inland Valley, Inc. 03317mm 19545.014.004 VII. EXPLANATION WHY SALE OF THE PROPERTY WILL ASSIST IN THE ELIMINATION OF BLIGHT The Project Area is characterized by an array of blighting factors, including: · The age, obsolescence, deterioration, mixed character, or shifting uses of existing buildings. · The subdividing and sale of lots of irregular form and shape, and inadequate size, for proper usefulness and development. · A prevalence of depreciated values and impaired investments. · The defective design in character or physical condition of existing buildings. Not all of these conditions are present throughout the Project Area. The Agency's redevelopment efforts have helped to alleviate blighting conditions in the Project Area. However, many of these conditions are still apparent in the area surrounding the subject Site. Implementation of the proposed development can be expected to assist in the alleviation of blighting conditions through the following: · Consolidation of irregular parcels into a site appropriate for development. · Elimination of conditions of economic dislocation such as fragmented ownership patterns. · Installation of new public improvements and community amenities. · Creation of housing opportunities for very-low and Iow-income residents. Summary Report January 28, 2003 Habitat for Humanity Inrand Valley, Inc. Page 8 03317mm 19545.014,004