HomeMy WebLinkAbout111803 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 III
AGENDA
TEMECULA CITY COUNCIL
A REGULAR MEETING
CITY COUNCIL CHAMBERS
43200 BUSINESS PARK DRIVE
NOVEMBER 18, 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 10:00 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 10:00 P.M.
5:30 P.M. - Closed Session of the City Council/Redevelopment Agency pursuant to
Government Code Sections:
1. Conference with real property negotiator and City Attorney pursuant to
Government Code Section 54956.8 concerning the acquisition of real property
interests located on: 1) APN No. 921-020-075 within the Rancho California Business
Park (near Business Park Drive and Rancho California Road). The negotiating parties
are the City of Temecula and Rancho California Business Park Association; 2) APN
No. 921-040-028. The negotiating parties are the City of Temecula and Morter Family
Trust; 3) APN 921-020-039. The negotiating parties are the City of Temecula and
Wilma M. Massie. Under negotiation are the price and terms of payment of the real
property interests proposed to be conveyed and/or acquired. The City/Agency
negotiators are Bill Hughes, Shawn Nelson, and Jim O'Grady.
2. Conference with real property negotiator and City Attorney pursuant to
Government Code Section 54956.8 regarding real property acquisition at APN 922-
041-011, -012, (Santamaria - 28674 Mercedes Street), APN 922-041-013 (Gomez -
41871 Third Street), and APN 922-071-007 (Egizi - southeast corner of Mercedes and
Second Streets). Under negotiation is the price and terms of the real property
interests. The negotiating parties are the City of Temecula/RedeveloPment Agency
and Santamaria, Gomez, and Egizi. The City negotiators are Shawn Nelson, Jim
O'Grady, and John Meyer.
3. Conference with real property negotiator and City Attorney pursuant to
Government Code Section 54956.8 regarding real property acquisition at APN 922-
062-016 (Rutner - 28731 Pujol Street) and APN 922-062-010 (Muniz - 28725 Pujol
Street). Under negotiation is the price and terms of the real property interests. The
negotiating parties are the City of TemeculaJRedevelopment Agency and Rutner and
Muniz. The City negotiators are Shawn Nelson, Jim O'Grady, and John Meyer.
R:~Agenda\l 11803
1
4. Conference with real property negotiator and City Attorney pursuant to
Government Code Section 54956.8 regarding real property acquisition at APN 909-
370-002, consisting of approximately 38 acres northwesterly of Diaz Road and Dendy
Parkway. Under negotiation is the price and terms of the real property interests. The
negotiating parties are the City of Temecula/Redevelopment Agency and ACK Group,
LLC. The Citv ne(~otiators are Shawn Nelson. Jim O'Gradv. and John Mever.
5. Conference with City Attorney and legal counsel pursuant to Government
Code Section 54956.9(a) with respect to four matters of existing litigation involving
the City. The following case will be discussed: 1) City of Temecula v. KIR Temecula,
L.P., et al., Riverside County Superior Court Case No. RIC 401200; 2) City of
Temecula v. Taco Bell Corp., et al., Riverside County Superior Court Case No. RIC
401211; 3) City of Temecula v. Sansom, et al., Riverside County Superior Court Case
No. RIC 401218; 4) City of Temecula v. Ellis-Faerber Medical Building, LLC, et al.,
Riverside County Superior Court Case No. RIC 401224.
6. Conference with City Attorney and legal counsel pursuant to Government
Code Section 54956.9(a) with respect to two matters of existing litigation involving the
City. The following case will be discussed: 1) Pechanga Band of Luiseno Indians v.
Temecula Creek Village, LLC, Riverside County Superior Court Case No. RIC 395184;
2) Pechanga Band of Luiseno Indians v. City of Temecula (respondent), Riverside
County Superior Court Case No. RIC 395877.
7. 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: 1) City of Temecula v. County of
Riverside (RClP litigation - Riverside County Superior Court Case No. 402766).
Public Information concerning existing litigation between the City and various parties
may be acquired by reviewing the public documents held by the City Clerk.
Next in Order:
Ordinance: No. 2003-12
Resolution: No. 2003-162
CALL TO ORDER:
Prelude Music:
Invocation:
Flag Salute:
ROLL CALL:
Mayor Jeff Stone
Shawnti Ryle
Councilman Comerchero
Councilman Comerchero
Comerchero, Naggar, Pratt, Roberts, Stone
PRESENTATIONS/PROCLAMATIONS
Certificate of Achievement to Christopher Jenninqs for achievin.q Ea.qle Scout rank
The Fourth Annual Community Candleli.qht Tribute Proclamation
R:~Agenda\l 11803
2
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.
CONSENT CALENDAR
NOTICETO 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
RECOMMENDATION:
1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the
agenda.
2
Minutes
RECOMMENDATION:
2.1 Approve the minutes of October 22, 2003.
3
Resolution approvinq List of Demands
RECOMMENDATION:
3.1 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\l 11803
3
4
5
6
7
8
City Treasurer's Report
RECOMMENDATION:
4.1 Receive and file the City Treasurer's Report as of September 30, 2003.
Liability Insurance Renewal
RECOMMENDATION:
5.1 Approve the City of Temecula Liability Insurance Policy Renewal with Clarendon
America Insurance Company/Arch Specialty Insurance Company in the amount of
$279,984 for general and excess liability insurance for the period of December 1,
2003 through December 1,2004.
Purchase of Police Motorcycles
RECOMMENDATION:
6.1 Approve the purchase of three 2004 Police Road King motorcycles from Quaid
Harley Davidson for a total amount of $62,177.64;
6.2 Appropriate an additional $33,000 to the Police Department budget for the purchase
of the third motorcycle with equipment.
Acceptance of certain Public Streets into the City-Maintained Street System within various
Tracts of the Temeku Hills Subdivision
RECOMMENDATION:
7.1 Adopt a resolution entitled:
RESOLUTION NO. 03-
A RESOLTUION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING CERTAIN PUBLIC STREETS INTO
THE CITY-MAINTAINED STREET SYSTEM WITHIN TEMEKU
HILLS SUBDIVISION
Authorize Temporary Street Closures for Temecula's Electric Liqht Parade on December
4, 2003 and deleqate authority to issue Special Events/Street Closures Permit to the
Director of Public Works/City Engineer
RECOMMENDATION:
8.1 Adopt a resolution entitled:
RESOLUTION NO. 03-.__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AUTHORIZING TEMPORARY STREET
CLOSURES FOR JEFFERSON AVENUE AND ABU'I-rlNG
STREETS FROM RANCHO CALIFORNIA ROAD TO
R:~Agenda\l 11803
9
10
11
OVERLAND DRIVE AND ALSO THE LOW FLOW CROSSING
AT VIA MONTEZUMA AT DIAZ ROAD FOR TEMECULA'S
ELECTRIC LIGHT PARADE ON DECEMBER 4, 2003, AND
AUTHORIZING THE DIRECTOR OF PUBLIC WORKS/CITY
ENGINEER TO ISSUE A SPECIAL EVENTS PERMIT
INCLUDING STREET CLOSURES
First Amendment to License A.qreement with Electrend, Inc.
RECOMMENDATION:
9.1 Approve the First Amendment to License Agreement between the City of Temecula
and Electrend, Inc. for use of real property and authorize the Mayor to execute the
agreement;
9.2 Authorize the City Clerk to record the document.
Completion and Acceptance of installation of Battery Back-up System for Traffic Siqnals
utilizinq Liqht Emittinq Diode (LED) Modules - Proiect No. PW03-04
RECOMMENDATION:
10.1 Accept the installation of Battery Back-up System for Traffic Signals Utilizing Light
Emitting Diode (LED) Modules- Project No. PW03-04 as complete;
10.2 File a Notice of Completion, release the Performance Bond, and accept a one-year
Maintenance Bond in the amount of 10% of the contract;
10.3 Release the Materials and Labor Bond seven months after filing of the Notice of
Completion of no liens have been filed.
French Valley Parkway/I-15 Overcrossinq and Interchanqe - Project No. PW02-11 -
Acquisition Aqreement between the City of Temecula and Joseph C. Herold Trust and
Charles R. Hebard Trust
RECOMMENDATION:
11.1 Approve and authorize the City Manager to execute in substantially the form
attached hereto, the PURCHASE AND SALE AGREEMENT BETWEEN THE CITY
OF TEMECULA AND JOSEPH C. HEROLD AND CHARLES R. HEBARD, for the
acquisition of certain real property in the amount of $298,822.00 plus the associated
escrow fees;
11.2 Direct the City Clerk to record the document;
11.3 Adopt a resolution entitled:
R:~Agenda\l 11803
5
12
RESOLUTION NO. 03-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AUTHORIZING THE DIRECTOR OF PUBLIC
WORKS TO ACCEPT DEEDS OR GRANTS CONVEYING ANY
INTEREST IN, OR EASEMENT UPON, REAL ESTATE AS
PERMI'I'rED BY GOVERNMENT CODE SECTION 27281
Purchase and Sale Aqreements for property located at the northwest corner of Main and
.Mercedes Streets
RECOMMENDATION:
12.1 Adopt a resolution:
RESOLUTION NO. 03-.__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING THAT CERTAIN AGREEMENT
ENTITLED PURCHASE AND SALE AGREEMENT AND
ESCROW INSTRUCTIONS FOR CERTAIN REAL PROPERTY
LOCATED AT THE NORTHWEST CORNER OF MAIN STREET
AND MERCEDES STREET (APN 922-034-032, -033, AND -034)
IN THE CITY OF TEMECULA
12.2 Approve an appropriation from unreserved General Fund balance in an amount not
to exceed $565,000 for acquisition, predevelopment costs, developer fees, soil
testing, escrow and closing costs.
13 Second Reading of Ordinance No. 03-11 (Cable, VideoI and Telecommunications}
RECOMMENDATION:
13.1 Adopt an ordinance entitled:
ORDINANCE NO. 03-11
AN ORDINANCE OF THE CITY OF TEMECULA REGULATING
CABLE, VIDEO, AND TELECOMMUNICATIONS SERVICE
PROVIDERS AND AMENDING IN ITS ENTIRETY CHAPTER
5.12 OF TITLE 5 OF THE TEMECULA MUNICIPAL CODE
RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF
THE TEMECULA COMMUNITY SERVICES DISTRICT,
THE CITY OF TEMECULA REDEVELOPMENT AGENCY,
AND
TEMECULA PUBLIC FINANCING AUTHORITY
R:~Agenda\l 11803
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 2003-21
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 October 28, 2003.
DIRECTOR OF COMMUNITY SERVICES REPORT
GENERAL MANAGER'S REPORT
BOARD OF DIRECTORS' REPORTS
ADJOURNMENT
Next regular meeting: Tuesday, November 25, 2003, 7:00 PM, City Council Chambers, 43200
Business Park Drive, Temecula, California.
R:~Agenda\111803
7
TEMECULA REDEVELOPMENT AGENCY MEETING
CALL TO ORDER: Chairperson Ron Roberts
ROLL CALL AGENCY MEMBERS:
PUBLIC COMMENTS
Next in Order:
Ordinance: No. RDA 2003-01
Resolution: No. RDA 2003-17
Comerchero, Naggar, Pratt, Stone, Roberts
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 October 28, 2003.
EXECUTIVE DIRECTOR'S REPORT
AGENCY MEMBERS' REPORTS
ADJOURNMENT
Next regular meeting: Tuesday, November 25, 2003, City Council Chambers, 43200 Business Park
Drive, Temecula, California.
R:~Agenda\l 11803
8
TEMECULA PUBLIC FINANCING AUTHORITY
CALL TO ORDER: Chairperson Jeff Stone
ROLL CALL AGENCY MEMBERS:
PUBLIC COMMENTS
Next in Order:
Ordinance: No. TPFA 2003-02
Resolution: No. TPFA 2003-26
Comerchero, Naggar, Pratt, Roberts, Stone
A total of 15 minutes is provided so members of the public may address the Temecula
Public Financing Authority 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 October 22, 2003.
AUTHORITY BUSINESS
2
Community Facilities Districts Overview
(At the request of Mayor Pro Tem Naggar)
RECOMMENDATION:
2.1 Receive and file.
R:~Agenda\111803
9
3 Issuance of Bonds for Temecula Public Financinq Authority Community Facilities
District No. 03-03 {Wolf Creek)
4
RECOMMENDATION:
3.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 03-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING
THE ISSUANCE OF SPECIAL TAX BONDS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY FOR
TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-03 (WOLF CREEK) APPROVING
AND DIRECTING THE EXECUTION OF A FISCAL AGENT
AGREEMENT AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
Second Readinq of Ordinance No. TPFA 03-02 (Wolf Creek)
RECOMMENDATION:
4.1 Adopt an ordinance entitled:
ORDINANCE NO. TPFA 03-02
AN ORDINANCE OF THE TEMECULA PUBLIC FINANCING
AUTHORITY LEVYING SPECIAL TAXES WITHIN TEMECULA
PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-03 (WOLF CREEK)
EXECUTIVE DIRECTOR'S REPORT
BOARD MEMBERS' REPORTS
ADJOURNMENT
R:~Agenda\l 11803
10
RECONVENE TEMECULA CiTY COUNCIL
COUNCIL BUSINESS
14 Donation to Firefiqhters' Spark of Love Toy Drive
(Placed at the request of Mayor Stone)
RECOMMENDATION:
14.1 Consider approval and allocation of $500 for the Firefighters' Spark of Life Toy
Drive.
CITY MANAGER'S REPORT
CITY A'I-FORNEY'S REPORT
ADJOURNMENT
Next regular City Council meeting, Tuesday, November 25, 2003, at 7:00 P.M., City Council
Chambers, 43200 Business Park Drive, Temecula, California.
R:~Agenda\l 11803
11
PROCLAMATIONS
AND
PRESENTATIONS
ITEM 1
ITEM 2
MINUTES OF AN ADJOURNED REGULAR MEETING
OF
THE TEMECULA CITY COUNCIL
OCTOBER 22, 2003
The City Council convened in Closed Session at 6:00 P.M. and in Open Session at 7:00 P.M.,
on Wednesday, October 22, 2003, in the City Council Chambers of Temecula City Hall, 43200
Business Park Drive, Temecula, California.
Present:
Councilmembers:
Absent:
PRELUDE MUSIC
Councilmember:
The prelude music was provided by Eve Craig.
INVOCATION
Comerchero, Naggar, Pratt, Roberts, and Stone
None
The invocation was given by Pastor Randy Ponder of Lamb of Life.
ALLEGIANCE
The flag ceremony was presented by Councilman Comerchero.
PRESENTATION/PROCLAMATIONS
Domestic Violence Awareness Month Proclamation
Mayor Stone proclaimed October as Domestic Violence Awareness Month and Ms. Melissa
Donaldson, Executive Director of the Domestic Violence, and Police Chief Domenoe, President
of SAFE, were in attendance to accept.
Breast Cancer Awareness and Race for the Cure Proclamation
Mayor Stone, on behalf of the City Council of the City of Temecula, proclaimed October 2003,
as National Breast Cancer Awareness Month and Inland Empire Race for the Cure Month.
National Immiqrants Day Proclamation
Mr. Nick M. laoannidis (Nick the Greek) accepted the proclamation, proclaiming National
Immigrants Day.
West Nile Presentation
Assistant to the City Manager Yates introduced Mr. Hugh Murray, who by way of Power Point,
provided a brief presentation of the West Nile Virus, clarifying the actual virus and noting the
following:
That currently in California, there is one acquired case in Riverside County; that there
has been 15 imported cases in 2003; that these individuals have traveled to different
parts of the country and have brought the virus with them; that 764 other patients with
encephalitis meningitis have been tested thus far in 2003; that all have tested negative
R:\Minutes\102203 1
in California; that one reported case was reported today in the Imperial County which
totals two human cases this year; that counties that have tested positive for chickens
and birds are Riverside, San Bernardino, Orange, Los Angeles, Imperial, and San
Diego County;
That less than 10% of the mosquito population carries this disease; that most
individuals who are bit will not get the disease; that, in fact, on average less than 1% of
the individuals who are bit by an infected mosquito show clinical symptoms; that for
those who do show symptoms, the most common one is West Nile Fever, which are flu-
like symptoms, but is not fatal.
For Councilman Roberts, Mr. Murray relayed that horses show similar symptoms to those of
humans; that horses are more susceptible then people; that there is a higher percentage of
horses that may get sick and die from this disease; that there is a three-step vaccination
program that is available but is costly and does not guarantee that the horse will not have
symptoms or get sick; and that it does make the horse less susceptible from dying from the
West Nile Virus.
For Mayor Stone, Mr. Murray noted that the West Nile Virus is a mosquito-born disease and
cannot be transmitted through kissing or touching or anything of that nature; however, he noted
that there is evidence where a mother transmitted it to her baby and another case where it
involved a blood transfusion; and that there is no evidence that you may contract this virus from
animals.
Federal Leqislation Update by David Turch
Thanking the City Council for retaining the services of his firm as the City's federal lobbyist, Mr.
Turch shared with the Council federal legislation updates, commenting on various Appropriation
Bills as well as the deadline delay with regard to the T21 Bill and advising that he would keep
the City apprised of its status.
Councilman Comerchero relayed, on behalf of the City Council, that it has been a pleasure to
have Mr. Turch as the City's lobbyist in Washington.
PUBLIC COMMENTS
Mr. George Di Leo, 32871 Rovato Street, expressed concern with the traffic on Highway 79
South.
Councilman Roberts relayed that if the Senator of California would allow the City of Temecula to
take control over the highway, it would simplify matters with regard to improvements.
Mr. Chuck Washington and Ms. Lisa Ferguson, representing the Theatre Foundation, presented
a check for $100,000.00 to the City. Ms. Ferguson noted that the Theatre Foundation was
eagerly pursuing its million-dollar goal; that the two major fundraisers have been the Gold
Tournament and the Temecula on Stage Event; that Temecula on Stage Event broke all records
and profited $15,000 net; and that last year, the Foundation had raised $85,000 and this year
$115,000. It was noted that this event would not have been possible without the support of the
Temecula residents.
Mayor Stone relayed a special thanks to the representatives at Rancon for their fundraising
support for the theatre.
Ms. Tomi Arborgast, 28655 Old Town Front Street, representing the Temecula Citizen Corps
(TCC), relayed her honor and privilege to serve as the Program Administrator for the Temecula
R:\Minutes\102203 2
Citizen Corp, noting the following: that the TCC is a community-based volunteer support
organization whose goal is to prepare neighborhoods for unexpected situations ranging from
national disasters to terrorist activity; that the responsibilities include assisting with community
needs in times of disaster (ensuring self-sufficiency for 48 to 72 hours following a major
disaster), streamline communication with professional emergency personnel in times of disaster,
damage assessment of buildings and homes, home disaster preparedness, crime prevention,
and neighborhood and personal safety training; and that the mission statement encompasses
the organization's desire to establish and maintain effective methods of communication between
the City's public safety agencies and the community to promote safety, security, and emergency
preparedness for the benefit of all residents. She noted that the City is the first City in the
nation to embrace, develop, and implement this program to this magnitude. To ensure the
success of the program, she advised that the TCC will need to recruit as many citizens as
possible, commenting on an upcoming meeting on Wednesday, October 29, 2003, at 6:00 p.m.
to 8:30 p.m to introduce the newest recruits, volunteers, and staff and representatives of each of
the participating public safety agencies, advising that this meeting will provide an opportunity to
learn more about the TCC and how people may get involved, and noting that at the meeting
disaster preparedness, personal safety, and training information will be provided, and that more
information is available on the City's web page.
Ms. Arbogast extended a special thanks to Mayor Pro Tem Naggar and Councilman
Comerchero for having the vision and forethought to spearhead such a great program and
noted that the TCC appreciates the City's support along with the Temecula Police Department,
Fire Department, along with the Temecula Valley School District (TVSD), the American Red
Cross, and the Guidant Corporation.
Ms. Arbogast also thanked Assistant to the City Manager Yates, Senior Management Analyst
Adams, and Management Aide Jones, Lieutenant Pingle, Sergeant Wait, and Deputy Frost for
their associated efforts.
CONSENTCALENDAR
1 Standard Ordinance and Resolution Adoption Procedure RECOMMENDATION:
RECOMMENDATION:
1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the
agenda.
2 Minutes
RECOMMENDATION:
2.1 Approve the minutes of August 28, 2003;
2.2 Approve the minutes of September 16, 2003.
3 Resolution approvinq List of Demands
RECOMMENDATION:
3.1 Adopt a resolution entitJed:
R:\Minutes\102203 3
RESOLUTION NO. 03-140
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS
AS SET FORTH IN EXHIBIT A
4 City Treasurer's Report
RECOMMENDATION:
4.1 Receive and file the City Treasurer's Report as of August 31, 2003.
5 Authorization to execute the Supplemental A,qreement for the Fiscal Year 2003-04
Community Development Block Grant Funds
RECOMMENDATION:
5.1 Authorize the Mayor to execute the Supplemental Agreement for fiscal year 2003-04
Community Development Block Grant Funds.
6 Community Services Fundinq Preqram
RECOMMENDATION
6.1 Review and approve the 2003-04 Community Service Funding Program grants per
the table outlining the committee's recommendations of $128,000 to 43
organizations;
6.2 Approve an appropriation of $16,000 from the General Fund Undesignated Fund
Balance.
7 Accept the Declaration of Dedication and execute the Quitclaim Deed whereby City qrants
to Riverside County Flood Control and Water Conservation District (RCFC&WCD) a
drainaqe easement for Marqarita Road Storm Drain, Line
RECOMMENDATION:
7.1 Adopt a resolution entitled:
RESOLUTION NO. 03-141
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING THE DECLARATION OF
DEDICATION AND EXECUTING THE QUITCLAIM DEED
WHEREBY CITY GRANTS TO RIVERSIDE COUNTY FLOOD
CONTROL AND WATER CONSERVATION DISTRICT
(RCFC&WCD) A DRAINAGE EASEMENT FOR MARGARITA
ROAD STORM DRAIN, LINE I
R:\Minutes\102203 4
8 Acceptance of an Easement Deed for Draina,qe Purposes North of Lot "A" (Murrieta Hot
Springs Road) of Tract Map 29353-1 in the Roripauqh Ranch Subdivision
RECOMMENDATION:
8.1 Adopt a resolution entitled:
RESOLUTION NO. 03-142
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING AN EASEMENT DEED FOR
DRAINAGE PURPOSES NORTH OF LOT "A" (MURRIETA HOT
SPRINGS ROAD) OF TRACT MAP 29353-1 IN RORIPAUGH
RANCH SUBDIVISION
9 Acceptance of Offer of Dedication (TR3552 - Lot 14) - Road Purposes on La Paz Street
RECOMMENDATION:
9.1 Adopt a resolution entitled:
RESOLUTION NO. 03-143
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING AN OFFER OF DEDICATION OF
RIGHT OF WAY FOR ROAD AND UTILITY PURPOSES FOR LA
PAZ STREET, BUT NOT ACCEPTING THAT PORTION OF
STREET INTO THE CITY MAINTAINED STREET SYSTEM AT
THIS TIME
10 California Inte.qrated Waste Manaqement Board -Waste Tire Track and Other Recreational
Surfacinq Grant Proqram Application
RECOMMENDATION:
10.1 Authorize City Staff to apply for grant funding from the California Integrated Waste
Management Board to partially offset the costs of installing artificial playing fields at
the new Sports Complex to be constructed at Pechanga Parkway and Deer Hollow
Way;
10.2 Adopt a resolution entitled:
RESOLUTION NO.03-144
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING AN APPLICATION TO THE
CALIFORNIA INTEGRATED WASTE MANAGEMENT BOARD
FOR GRANT FUNDS SUPPORTING THE INSTALLATION OF
ARTIFICIAL PLAYING FIELDS AT THE NEW SPORTS
COMPLEX
R:\Minutes\102203 5
11 John Warner Road Assessment District Improvements - PW02-07, Construction Contract
Amendment
RECOMMENDATION:
11.1 Approve Amendment Number 1 to the Assessment District 03-04 (John Warner
Road) Street and Storm Drain Improvement Project - Construction Contract with
McLaughlin Engineering and Mining, Inc., Project No. PW02-07, for an amount of
$32,012.00 and authorize the Mayor to execute the amendment.
12 Amendment No. I to Annual Citywide Routine Maintenance Contract
RECOMMENDATION:
12.1 Approve Amendment No. I to the Annual Citywide Routine Maintenance Contract
with Walter K. Becker (dba, Becker Engineering) for an amount of $100,000 and
authorize the Mayor to execute the amendment.
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 Imperial Paving Company, Inc. for an amount of $100,000 and authorize the
Mayor to execute the amendment.
14 Linfield Christian School - Approval of Subdivision Improvement Aqreement and
Acceptance of Bonds for Pauba Road Improvements
RECOMMENDATION:
14.1 Approve the Subdivision Improvement Agreement;
14.2 Accept the Faithful Performance Bond and Labor and Materials Bond as security for
the agreement.
15 Acceptance of an Irrevocable Offer of Dedication of Grant of Sewer Easement within Lots 4
and 5 of Tract Map No. 23143-F in the Crowne Hill Subdivision
RECOMMENDATION:
15.1 Adopt a resolution entitled:
RESOLUTION NO. 03-145
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF SEWER EASEMENT
WITHIN LOTS 4 AND 5 OF TRACT MAP NO. 23143-F
R:\Minutes\102203 6
16 Acceptance of Irrevocable Offers of Dedication of Grant of Storm Drain Easements within
Various Tract Phases of the Crowne Hill Subdivision (Tract Map No. 23143)
RECOMMENDATION:
16.1 Adopt a resolution entitled:
RESOLUTION NO. 03-146
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF STORM DRAIN
EASEMENT WITHIN LOTS 85, 86, 115 OF TRACT MAP NO.
23143-6
16.2 Adopt a resolution entitled:
RESOLUTION NO. 03-147
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF STORM DRAIN
EASEMENT WITHIN LOTS 54, 55, 56, 57, 58 AND 106 OF
TRACT MAP NO. 23143-8
16.3 Adopt a resolution entitled:
RESOLUTION NO. 03-148
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF STORM DRAIN
EASEMENT WITHIN LOT 106 OF TRACT MAP NO. 23143-8
16.4 Adopt a resolution entitled:
RESOLUTION NO. 03-149
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF STORM DRAIN
EASEMENT WITHIN LOT 104 OF TRACT MAP NO. 23143-9
16.5 Adopt a resolution entitled:
RESOLUTION NO. 03-150
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF STORM DRAIN
EASEMENT WITHIN LOT 134 OF TRACT MAP NO. 23143-9
16.6 Adopt a resolution entitled:
RESOLUTION NO. 03-151
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF STORM DRAIN
EASEMENT WITHIN LOT 44 OF TRACT MAP NO. 23143-t0
R:\Minutes\102203 7
16.7 Adopt a resolution entitled:
RESOLUTION NO. 03-152
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF STORM DRAIN
EASEMENT WITHIN LOT 104 OF TRACT MAP NO. 23143-11
16.8 Adopt a resolution entitled:
RESOLUTION NO. 03-153
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF STORM DRAIN
EASEMENT WITHIN LOTS 4 AND 5 OF TRACT MAP NO.
23143-F
16.9 Adopt a resolution entitled:
RESOLUTION NO. 03-154
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING A GRANT OF STORM DRAIN
EASEMENT WITHIN LOT 103 OF TRACT MAP NO. 23143-F
17 Request to Remove Speed Undulations - Calle Pina Colada
RECOMMENDATION:
17.1 Approve the removal of the speed undulations on Calle Pina Colada between La
Serena Way and Del Rey Road.
18 Grant Approval of a Waterline Easement to Rancho California Water District
RECOMMENDATION:
18.1 Adopt a resolution entitled:
RESOLUTION NO. 03-155
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA GRANTING OF A THIRTY FOOT (30') WIDE
WATERLINE EASEMENT FOR WATER UTILITY PURPOSES
TO RANCHO CALIFORNIA WATER DISTRICT
18.2 Authorize the City Clerk to forward the easement deed to the Rancho California
Water District for acceptance who will then forward to the County of Riverside for
recordation.
R:\Minutes\102203 8
19 Tract Map No. 29639-2, located south of Date Street and west of Margarita Road within the
Harveston Specific Plan
RECOMMENDATION:
19.1 Approve Tract Map No. 29639-2 in conformance with the Conditions of Approval;
19.2 Approve Subdivision improvement Agreement and accept the Faithful Performance
and Labor and Materials Bond as security for the agreement;
19.3 Approve Subdivision Monument Agreement and accept the Monument Bond as
security for the agreement.
20 Cooperative Aqreement between the City of Temecula and County of Riverside for the
Design and Construction of a Traffic Siqnal and Safety Liqhtinq at the Intersection of
Winchester Road and Willows Avenue
RECOMMENDATION:
20.1
Approve the Cooperative Agreement for the design and construction of a traffic
signal and safety lighting at the intersection of Winchester Road and Willows
Avenue;
20.2 Authorize the Mayor to sign the agreement after review and approval by the City
Attorney;
20.3 Authorize an appropriation from the General Fund Reserves in the amount of
$62,750 for the City's twenty-five percent (25%) share of the construction cost.
21 Temecula Citizen Corps Grant Fundinq - Equipment Purchase
RECOMMENDATION:
21.1 Increase estimated Grant Revenue by $5,000;
21.2 Appropriate $5,000 to Police Department budget from Grant Revenue for the
purchase of a Laptop Computer, LCD Projector, and Digital Camera for the
Temecula Citizen Corps program.
MOTION: Councilman Comerchero moved to approve Consent Calendar Item Nos. 1-21. The
motion was seconded by Councilman Roberts and voice vote reflected approval with the
exception of Councilman Roberts who abstained with regard to Item No. 2.
PUBLIC HEARING
22 Adoption of the Western Riverside County Multiple Species Habitat Conservation Plan -
RECOMMENDATION:
22.1 Continue the public hearing off calendar.
Per staff's recommendation, this item was continued off calendar.
R:\Minutes\102203 9
City Attorney Thorson noted that this item would be renoticed for the public.
MOTION: The motion to continue Item No. 22 off calendar was made by Mayor Pro Tern Naggar.
Councilman Comerehero seconded the motion and voice vote reflected unanimous approval.
COUNCIL BUSINESS
23 Roripauqh/Johnson Ranch Trails Master Plan
RECOMMENDATION:
23.1 Approve an increase of $30,000 to the County Contribution Revenue;
23.2
Approve an appropriation of $35,230 from County Contribution Revenue ($30,000)
and Open Space and Trails Development Impact Fees ($5,230) to the
Roripaugh/Johnson Ranch Trails Master Plan Project;
23.3
Authorize the Mayor to execute a professional services agreement in the amount of
$57,481 with Kawasaki, Theilacker, Ueno and Associates (KTU+A) for a Trails
Master Plan of the Roripaugh and Johnson Ranch Open Space;
23.4 Authorize the City Manager to approve change orders not to exceed a contingency
in the amount of $5,748, which is equal to ten percent (10%) of the contract amount.
Development Services Administrator McCarthy introduced Mr. John Halloway who, in turn,
presented an overview of the scope of services, which will be included in the development of the
Trails Master Plan.
Mr. Halloway of KTU&A noted that a project scope would include identifying potential trails and
trailheads, but that also connections to surrounding communities and destinations and also
opportunities for interpretation such as educational programs would be included; that trail design
standards would also be established within the City limits; that community meetings and
presentations would be conducted and presentations; that construction maintenance costs
would be determined; and that potential funding sources would be identified.
Mayor Pro Tem Naggar relayed that the City has received $500,000 for perpetual maintenance
for this area in accordance with the AD161 agreement, which will, in perpetuity, be utilized for
the upkeep and biological maintenance. In the future, Mr. Naggar noted that the City will be
able to identify through this process issues such as the need for rangers, location of ranger
stations, interpretive centers, horseback riding trails, and hiking trails. In closing, Mr. Naggar
commented on the benefits of this program and the needed support of this Council and future
Councils.
MOTION: Councilman Roberts moved to approve the staff recommendation. The motion was
seconded by Councilman Comerchere and voice vote reflected unanimous approval.
crrYMANAGER'SREPORT
No additional comments.
R:\Minutes\102203 10
CITY ATTORNEY'S REPORT
City Attorney Thorson relayed that in closed session, other then the RCIP litigation, the City
Council did give direction with respect to the property acquisitions and that this matter will be
brought to the City Council in open session for approval.
ADJOURNMENT
At 8:37 P.M., the City Council meeting was formally adjourned to an adjourned regular meeting
on Tuesday, October 28, 2003, at 7:00 P.M., in the City Council Chambers, 43200 Business
Park Drive, Temecula, California.
Jeffrey E. Stone, Mayor
A'I-I'EST:
Susan W. Jones, CMC
City Clerk
[SEAL]
R:\Minutes\102203 1 1
ITEM 3
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 t. 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 $2,881,179.98.
Section 2. The City Clerk shall certify the adoption of this resolution.
PASSED, APPROVED AND ADOPTED, this 18th day of November, 2003.
ATTEST:
J~fey E. Stone, Mayor
Susan W. Jones, CMC
City Clerk
[SEAL]
R:/Resos 2003/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 18~ day of November, 2003 by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
COUNCILMEMBERS:
COUNCILMEMBERS:
COUNCILMEMBERS:
COUNCILMEMBERS:
Susan W. Jones, CMC
City Clerk
R:/Resos 2003/Resos 03- 2
CITY OF TEMECULA
LIST OF DEMANDS
10/23/03 TOTAL CHECK RUN:
10/30/03 TOTAL CHECK RUN:
11/06/03 TOTAL CHECK RUN:
10/23/03 TOTAL PAYROLL RUN:
11/06/03 TOTAL PAYROLL RUN:
TOTAL LIST OF DEM~DS FOR 11/18/03 COUNCIL MEETING:
DISBURSEMENTS BY FUND:
CHECKS:
001
165
190
192
193
194
210
280
3O0
320
330
340
470
474
GENERAL FUND
RDA DEV-LOW/MOD SET ASIDE
COMMUNITY SERVICES DISTRICT
TCSD SERVICE LEVEL B
TCSD SERVICE LEVEL C
TCSD SERVICE LEVEL D
CAPITAL IMPROVEMENT PROJ. FUND
REDEVELOPMENT AG ENCY-ClP
INSURANCE FUND
INFORMATION SYSTEMS
SUPPORT SERVICES
FACILITIES
CFD 01-2 ADMIN/DEBT SVC FUND
JOHN WARNER ASSESSMENT DISTRICT
100
165
190
192
193
194
280
300
32O
33O
340
GENERAL FUND
RDA-LOW/MOD SET ASIDE
COMMUNITY SERVICES DISTRICT
TCSD SERVICE LEVEL B
TCSD SERVICE LEVEL C
TCSD SERVICE [EVEL D
REDEVELOPMENT AGENCY-CIP
INSURANCE FUND
INFORMATION SYSTEMS
SUPPORT SERVICES
FACILITIES
TOTAL BY FUND:
iPREP~NK~9~SPECIALIST
SHAWN NELSON, CITY MANAGER
800,410.03
10,212.20
172,899.40
174,54
37,903.99
1,329.10
926,291.46
24,522.58
3,678.18
192,672.02
15.434.64
20,257.68
8,735.00
10.000.00
$
$ 461,617.98
11,465.39
109,649.96
173.93
9,875.10
4,715.01
2,049.20
38,699.23
5,995.06
· HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT.
, HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT.
944,453,05
782,724.68
497,343.09
328,742.12
327.917.04
2,881,179.98
2,224,520.82
656.659.16
2,881,179.98
apChkLst Final Check List Page: 13
11/06/2003 11:47:57AM CITY OF TEMECULA
137 checks in this report~
Grand Total All Checks:
497,343.09
Detail
11/06/2003
001 307,227.83
165 5,292.08
190 86,536.08
192 91.53
193 25,926.08
194 787.11
210 36,537.16
280 3,275.16
300 3,064.72
320 18,455.72
330 2,521.67
340 7,627.97
497,343.09
Page:13
apChkLst Final Check List Page: 1
11/06/2003 11:47:57AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor Description
205 11/06/2003 000245 PERS (HEALTH INSUR. PREMIU Blue Shield HMO Payment
Amount Paid
50,164.85
Check Total
50,164.85
206 11/06/2003 000246 PERS (EMPLOYEES' RETIREME PERS ER Paid Member Control Pmt
58,698.72
58,698.72
207 11/06/2003 001065 NATIONWIDE RETIREMENT SO Nationwide Retirement Payment
19,216.42
19,216.42
208 11/06/2003 000283 INSTATAX (IRS)
Federal Income Taxes Payment
61,024.81
61,024.81
209 11/06/2003 000444 INSTATAX (EDD)
State Disability Ins Payment
15,621.16
15,621.16
210 11/06/2003 000389 U S C M WEST (OBRA),
OSRA - Project Retirement Payment
2,183.22
2,183.22
211 11/06/2003 000642 TEMECULACITY FLEXIBLE Employee contribution to f]ex
7,757.71
7,757.71
87867 10/30/2003 007010 FUJI PHOTO FILM USA INC Repair Camera Equip:TCSD
118.75
118.75
87868 11/06/2003 003552 A F LAC
AFLAC Cancer Payment
1,470.70
1,470.70
87869 11/06/2003
87870 11/06/2003
87871 11/06/2003
000434 ACCELA.COM Fire wireless setup consulting svcs
Accela T32 upgrade svcs
004240 AMERICAN FORENSIC NURSES Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
000101 APPLEONE, INC.
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Police DUI Drug & Alcohol Screening
Temp help PPE 10/18 Delarm
Temp help PPE 10/18 Wills
Temp help PPE 10/18 Hare
Temp help PPE 10/18 Lee
Temp help PPE 10/18 Carlson
2,103.26
550.00
354.00
284.50
207.00
170.70
159.00
159.00
145.75
141.00
132.50
106.35
90.00
85.36
53.00
30.00
624.00
572.00
572.00
208.00
58.50
2,653.26
2,118.15
2,034.50
Page:l
apChkLst Final Check List Page: 2
11/06/2003 11:47:57AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description
87872 11/06/2003 001323 ARROWHEADWATER INC
87873 11/06/2003
87874 11/06/2003
87875 11/06/2003
87876 11/06/2003
87877 11/06/2003
87878 11/06/2003
87879 11/06/2003
87880 11/06/2003
87881 11/06/2003
87882 11/06/2003
87883 11/06/2003
87884 11/06/2003
87885 11/06/2003
87886 11/06/2003
87887 11/06/2003
87888 11/06/2003
Amount Paid Check Total
Bottled wtr servs @ CRC
Bottled wtr servs @ Skate Prk
Bottled wtr servs @ Museum
002648 AUTO CLUB OF SOUTHERN CA Membemhip: Jeff Grove
Membership: Paul Donaldson
000622 BANTA ELECTRIC-REFRIGERA
007021 BEAN, VINCE
002541 BECKER CONSTRUCTION SRV
004778 BERRYMAN & HENIGAR INC
007014 BERTEL, MYRA
006721 BOISE CASCADE OFFICE
004451 CA AUTOMATIC FIRE ALARM A
007015 CACERES, ANGELA
004248 CALIF DEPT OF JUSTICE/ACCT
000502 CALIF MUNICIPAL STATISTICS
003554 CANADA LIFE ASSURANCE CO
007009 CANDLEWOOD SUITES
000387 CAREER TRACK SEMINARS
005417 CINTAS FIRSTAID & SAFE'FY
007016 ClZEK, TRISHA
repair NC unit @ CRC
repair parking lot lights @ Park
Install 3 outlets @ City Hall
Refund:Grading Depst:Map9833-3
Removal of Silt @ Vallejo Channel
Sept-Oct design svcs: R.C. Widening
Refund: Creative Beg's Mom & Me
Office Supplies: Fire Prevention
Membership: Phil Albanese
Refund: Yoga-Postnatal Yoga
Police DUI Alcohol & Drug Screening
02/03 CAFR Statistical Section
Mandatory Life Insurance Payment
Htl:M.Horton:Public Ed1:1/12-16
Handling people: 12/18:DeLuna
FIRST AID SUPPLIES: PW MNTC
Refund: Creative Beg's Mom & Me
91.19
54.41
31.87 177.47
54.00
54.00 108.00
720.00
475.00
425.00 1,620.00
995.00 995.00
14,750.00 14,750.00
5,444.50 5,444.50
30.00 30.00
19.91 19.91
75.00 75.00
48.00 48.00
2,030.00 2,030.00
400.00 400.00
2,353.75 2,353.75
169.50 169.50
149.00 149.00
103.96 103.96
30.00 30.00
Page2
apChkLst Final Check List Page: 3
11/06/2003 11:47:57AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87889 11/06/2003
87890 11/06/2003
87891 11/06/2003
87892 11/06/2003
87893 11/06/2003
87894 11/06/2003
007032 CLAYTON, LENARD
004405 COMMUNITY HEALTH CHARI
001393 DATATiCKET INC
005089 DENTON, RONNA
002701 DIVERSIFIED RISK
004192 DOWNS COMMERCIAL FUELI
87895 11/66/2003 007031 DUENAS, JUAN
87896 11/08/2003 006790 ELECTRENDINC.
87897 11/06/2003 002438 ENGEN CORPORATION
87898 11/06/2003 005251 EQUIPMENT REPAIR SERVICE
(Continued)
Description
Ldscp reimb:Pkwy soundwall impr
Community Health Charities Payment
Sept prkg citation processing svcs
Refund: Picnic shelter rental
Oct special events premiums
Fuel for city vehicles: Land 61345
Fuel for city vehicles: PW 61353
Fuel for city vehicles: Planning 61347
Fuel for city vehicles: CIP 81351
Fuel for city vehicles: Trffc 81953
Ldscp reimb:Pkwy soundwall impr
Ldscp Improvements agrmnt
Oct Geotech svcs: Pvmnt Rehab
Mobile Equip Repair Svcs:PW mntc
Mobile Equip Repair Svcs:PW mntc
87899 11/06/2003 006487 EUROPEANCAFE&VINEYARD Refreshments Council Closed Session
87900 11/06/2003 000165 FEDERAL EXPRESS INC Express mailservices
Amount Paid Check Total
120.00 120.00
173.50 173.50
100.00 100.00
150.00 150.00
2,399.14 2,399.14
628.13
606.21
496.60
202.76
64.00 1,997.70
420.00 420.00
8,175.20 8,175.20
782.50 782.50
604.05
180.00 784.05
272.50 272.50
83.51 83.51
Page3
apChkLst Final Check List Page: 4
11/06/2003 11:47:57AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description
87901 11/06/2003 003347 FIRST BANKCARD CENTER
REGAL ENTERTAINMENT GRO Movie theatre tickets:Recogn. Prgm
LOWE'S Refrigerator for TV Museum
CROWNE PLAZA SAWGRASS M Htl:Nt'l League Cf:10/9-11:JC
Amount Paid
558.00
524,74
429.45
Check Total
AMERICAN AIRLINES
PAT & OSCARS RESTAURANT
HERTZ RENT-A-CAR
AMERICAN AIRLINES
MARRIOTT HOTEL
Aidare: Parker:10/06:Ntl Prk Rec,
Catering: Middle Mgmt Mtg
Car Rental:Nt'l League Cf:10/9-1 I:JC
Airfare; 6/30 flight R.Roberts
Htl:Nt'l League TIS mtg:9/25-27
418.50
403.74
315.81
289.00
186.48
AMERICAN PLANNING ASSOCI Publications: ClP/Sign/Pkg/Hillside
SOUTHWEST AIRLINES AirFare:NFPA Edu Cf:Horton:l 1/15
SOUTHWEST AIRLINES AirFare for 10/27 R. Roberts
EXECUTIVE V~P AIRPORT SER Airport shuttle:Nt'l League Cf:10/9-11
182.00
170.50
170.50
166.00
GOVERNMENT FINANCE OFFI
HYA3q-
COMP U S A INC
FRANKLIN QUEST COMPANY I
HERTZ RENT-A-CAR
URBAN LAND INSTITUTE
GOVERNMENT FINANCE OFFI
CLAIM JUMPER RESTAURANT
GOURMET ITALIA
Newsletter job advertising
HthSCAG Reg Mtg:10/01
Word2000 Intro Tmg/Mclntyre
Day timer supplies - Finance
Car Rental:Nt'l League TIS mtg:9/25-2
Publications:Place/Parks/Center
GAAP Update:l 1/06:P.Brown
Refrshmnts:lnterview panel Rev. Mgr
Revenue Mgr lunch mtg
150,00
145.40
129.00
127,75
112.24
99.94
95.00
76.59
74.69
LINDGERGH PARKING SAN DiE Airport ParkingNt'l League:9/25-27
HUNGRY HUNTER
GET SMARTPRODUCTS
BLACKANGUS
Refreshments; Interview panel
Preservers for negatives & prints
TCSD mgmt rnntc staff mtg
· ORIGINAL ROADHOUSE GRILL Gift giving campaign prize
IRON WOK CHINA BISTRO Gift giving campaign prize
TREVI SPA & SALON Gift giving campaign pdze
TEMEKU HILLS REC LLC Gift giving campaign prize
66.00
64.08
57.05
50.82
50.00
50.00
50.00
50.00
Page:4
apChkLst Final Check List Page: 5
11106/2003 11:47:57AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
STADIUM PIZZA
OLIVE GARDEN
RALPHS
CHILIS RESTAURANT
PARTY CITY OF TEMECULA IN
CAFE EUROPA
CHILIS RESTAURANT
87902 11/06/2003 005553 FISHER, THOMASW.
(Continued)
Description
Komen Race pizza party
lunch mtg w/City of San Diego
Refreshments: Redhawk Annex Wksh
TACIN lunch mtg
Gift giving campaign supplies
Meal:Nt'l League Cf:l 0/9-11:JC
Meal: Nt'l League TIS mtg:9/25-27
EXXONMOBIL CARD SERVICES Fuel:Nt'l League Cf:16/9-11:JC
CONOCO Rental car fuel:Nt'l League
BETA DESTINATION Credit: Ovemharge fees
GOVERNMENT FINANCE OFFI Credit: refund GAAP Update trn
Refund: Gymnastics:Dynomites
87903 11/06/2003 002982 FRANCHISE TAX BOARD Withholding Payment
87904 11/06/2003 007013 GEYER, JIM
Refund:Grading Depst:TR3883 Lot 31
87905 11/06/2003 004146 GILLILAND, ROBIN
Sister Cities Expenses:Il/9-12/03
87906 11/06/2003 007043 GLEN IVY SPA
Sister Cities Tdp:l 1/10/03
87907 11/06/2003 006569 GREYSTONEHOMES
Refund:Overpmt:TM23143-6 Crwn Hill
87908 11/06/2003 002104 GRILL ROOM, THE
Refreshments:03 Recognition Dinner
87909 11/06/2003 005056 GUTIERREZ, BETH
Reimb:lnterv[ew Panel Refrshmnts
87910 11/06/2003 004479 HAMPTON INN & SUITES Htl:LawEnforcementTmg:12/9-10
Amount Paid Check Total
46.89
38.00
34.33
31.00
25.07
22.91
19.76
19.72
3.65
-30.00
-95.00 5,379.61
83.00 83.00
309.87 309.87
995.00 995.00
200.00 200.00
210.00 210.00
150.00 150.00
2,160.33 2,160.33
89.28 89.28
379.72 379.72
Page5
apChkLst Final Check List Page: 6
11/06/2003 11:47:57AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87911 11/06/2003 000186 HANKS HARDWARE INC
87912 11/06/2003
87913 11/06/2003
87914 11/06/2003
87915 11/06/2003
87916 11/06/2003
87917 11/06/2003
87918 11/06/2003
000366 HARRINGTON, KEVIN
007030 HAUGEN, MARK
000116 HEALTH NET DENTAL AND VI
006688 HEMET/TEMECULA EAC
002107 HIGHMARK INC
005748 HODSON, CHERYLA.
007017 HOOK, ANDREA
(Continued)
Description
Amount Paid
Hardware supplies: Parks
Hardware supplies: Fire stn
Hardware supplies: PW st mntc
Hardware supplies: CRC
Hardware supplies: Museum Mntc
Hardware supplies: Museum
Hardware supplies; PW inspectom
Hardware supplies: TCC
Hardware supplies: Info System
Hardware supplies: Old Twn
Reimb: Mntc team bldg/Expo
Ldscp reimb:Pkwy soundwall impr
Health Net Dental/Vision Pran Pmt
Mb & EE Laws Sem:10/2:Gutierrez
Voluntary Supp Life Insurance
Suppo~ Payment
Refund: Music for Toddlers
87919 11/06/2003 000194 I C M A RETIREMENT TRUST 45 I C M A Retirement Payment
87920 11/06/2003 002166 INGRAM ELECTRIC
Replace overhead lights: TCC
87921 11/06/2003 001407 INTER VALLEY POOL SUPPLY I Poolsanitizing chemicals
87922 11/06/2003 003296 INTERNATIONAL CODE
Publication: CA Title 24 Cede Set 200
87923 11/06/2003 006926 JOHNSONS AIR CONDITIONING Res im Prgm:Vargas, V & R
87924 11/06/2003 000206 KINKOSINC
87925 11/06/2003 003631 KLEINFELDERINC
Stationery paper/misc supplies
Sept Geotech s'~s: R.C.Widening
622.61
498,10
238.68
184.17
102.83
51.12
34.19
26.62
21.63
9.25
200.21
240,00
1,046.86
25.00
624.90
45.40
42.00
7,838.38
6,218.30
267.00
770.71
949.00
42.02
2,427.50
Check Total
1,789.20
200.21
240.00
1,046.86
25.00
624.90
45.40
42.00
7,838.38
6,218.30
267.00
770.71
949.00
42.02
2,427.50
Pages
apChkLst
11/06/2003 11:47:57AM
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87926 11/06/2003 001085 LNCURTIS&SONS
87927 11/06/2003
87928 11/06/2003
87929 11/06/2003
87930 11/05/2003
87931 11/06/2003
87932 11/06/2003
87933 11/06/2003
87934 11/06/2003
87935 11/06/2003
87936 11/06/2003
87937 11/06/2003
87938 11/06/2003
87939 11/06/2003
87940 11/06/2003
87941 11/06/2003
87942 11/06/2003
Final Check List
CITY OF TEMECULA
006744 LAMAR CORPORATION, THE
(Continued)
Description
Cord reels for stn 84 S
Billboard chg out: Hot Summer Nights
Billboard chg out: Quilt Show
000217 MARGARITA OFFICIALS ASSN
000220 MAURICE PRINTERS INC
007024 MEDINA, IGNAClO
003076 MET LIFE INSURANCE
006897 MiSS SUE'S DANCE
001892 MOBILE MODULAR
007035 LAW ENFORCEMENT LEGAL R 24 mth Subscription: Law Enfomemen
004905 LIEBERT, CASSIDY&WHITMOR Sept HR legal svcs for TE060-#0001
006654 LOST CANYON RANGERS Entertainment: Hot Summer Nights
004087 LOWE'S Closet kit for City Hall supplies
003782 MAIN STREET SIGNS 10 City Signs for Parks
2 Tennis Court Signs
004141 MAINTEX INC City Hall Custodial Supplies
West Wing Custodial Supplies
CRC Custodial Supplies
Sr Ctr Custodial Supplies
Oct Softball League Umpire Svcs
CAFR Report Covers:Finance
CAFR Tab Dividers:Finance
Reimb Agrmnt Pmt:Soundwall Imprv
MetlLife Payment
TCSD instructor eamings
Install Door/Steps:Fire Stn 92
005887 MOFFATT & NICHOL ENGINEER Sept Eng Svcs:F.V.Parkway
006814 NATIONAL EMERGENCY TRAIN htl:Deputy Rachael Frost:16/5-9/03
005608 NEUMAN, JASON Reimb:Stop Watches for Fire Prev.
Page: 7
Amount Paid Check Total
377.13 377.13
450.00
413.00 863.00
72.50 72.50
468.00 468.00
600.00 600.00
64.97 64.97
323.25
161.63 484.88
197.55
166.53
134.15
95.47 593.71
2,975.00 2,975.00
758.56
410.53 1,169.09
400.00 400.00
7,694.08 7,694.08
182.00 182.00
1,531.13 1,531.13
16,295.86 16,295.86
150.00 150.00
53.82 53.82
Page]
apChkLst Final Check List Page: 8
11106/2003 11:47:57AM cl'rY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description
87943 11/06/2003 007018 NIEDRAUER, VIRGINIA
8794~ 11/06/2003 002100 OBJECT RADIANCE INC
87945 11/06/2003 002105 OLD TOWN TIRE & SERVICE
Amount Paid
Refund:Watercolor/Greeting Card
TCSD Instructor Earnings
City Vehicle Maint/Repair Svcs
City Vehicle Maint/Repair Svcs
City Vehicle Maint/Repair Svcs
City Vehicle Maint/Repair Svcs
87946 11/06/2003 007042 ORANGE CO SHERIFF'S DEPT Success/Law Enforc.:DB/RF/LM/JN
87947 11/06/2003 001171 ORIENTALTRADING COMPANY Spec. Events Holiday Supplies:TCSD
87948 11/06/2003 004934 P S MANAGEMENTINC
87949 11/06/2003 002800 PACIFIC STRIPING INC
87950 11/06/2003 001248 PAPER DIRECT INC
High Hopes Anniv. Celebr. T-Shirts
Citywide Replace Hydrant Markers
Paper for TCSD holiday events
87951 11/06/2003 001958 PERS LONG TERM CARE PROG PERSLoogTermCarePayment
87952 11/06/2003 004790 PETER D BRANDOW & ASSOCl Dsgn Svcs;79S SidewalkJLdscp
87953 11/06/2003 000249 PEr-FY CASH
87954 11/06/2003 006480 PIERRE SPRINKLER&
87955 11/06/2003 001999 PITNEY BOWES
87956 11/06/2003 005820 PRE-PAID LEGAL SERVICES I
87957 11/06/2003 006664 R R M DESIGN GROUP
87958 11/06/2003 002612 RADIO SHACK INC
87959 11/06/2003 004584 REGENCY LIGHTING
Petty cash reimbursement
Landscape Maint Svcs:Medians
Ldscp Maint:Rancho Calif. Rd Median
supplies for postage meter
Prepaid Legal Services Payment
Consult Svcs:Citywide Dsgn Guideline
Misc Computer Supplies:l.S.
Old Town Electrical Supplies
30.00
1,465.60
133.85
89.21
19.19
19.19
168.00
77.35
254.18
5,000.00
110.90
227.08
431.60
386.56
31,835.00
600.00
495.23
127.60
4,010.30
47.36
218.78
Check Total
30.00
1,465.60
261.44
168.00
77.35
254.18
5,000.00
110.90
227.08
431.60
386.56
32,435.00
495.23
127.60
4,010.30
47.36
218.78
Page~
apChkLst Final Check List Page: 9
11/06/2003 11:47:57AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87960 11/06/2003
87961 11/06/2003
87962 11/06/2003
87963 11/06/2003
87964 11/06/2003
87965 11/06/2003
87966 11/06/2003
87967 11/06/2003
87968 11/06/2003
87969 11/06/2003
87970 11/06/2003
87971 11/06/2003
87972 11/06/2003
87973 11/06/2003
002110 RENTAL SERVICE CORPORATI
000266 RIGH'r~NAY
(Continued)
Description
Amount Paid
Check Total
Var. Parks Equipment Rental
Var Parks Equip. Rental
Equip rental for P~N Maint Div
Nov equip rental - Long Cyn Crk Prk
62.51
46.34
3.22
59.79
112.07
59.79
000268 RIVERSIDE CO HABITAT Oct 03 K-Rat payment
1,000.00
1,000.00
000955 RIVERSIDE CO SHERIFF SW ST Race for the Cure Patrol Svcs:10/19
4,711.86
4,711.86
004773 RIVERSIDE CO SHERIFFS
000406 RIVERSIDE CO SHERIFFS DEP
007041 RIVERSIDE SHERIFF'S ASSN.
007025 ROZOKAT, WILLIAM
000277 S & S ARTS & CRAFTS INC
005227 SAN DIEGO COUNTY OF
006815 SAN DIEGO, COUNTY OF
006176 SANTA ANA COLLEGE
007019 SHEAFFER, HEATHER
000645 SMART& FINALINC
Sept '03 Booking Fees
Credit:Billing Error
Correction of Revenue Deposit
Public Safety Expo/K-9 Trials T-Shirts
Reimb Agrmnt Pmt:Soundwall Imprv
Supplies for Tiny Tot's Program
Support Payment
Support Payment
Public Educ. l:M.Horton:01/12-16/04
Refund:Tiny Tots-Fabulous 4&5's
Team Pace Halloween:lO/30/03
9,715.20
-110.40
45.00
125.00
950.00
334.72
69.69
12.50
125.00
51.00
196.91
9,604.80
45.00
125.00
950.00
334.72
69.69
12.50
125.00
51.00
196.91
Page~
apChkLst Final Check List Page: 10
11/06/2003 11:47:57AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87974 11/06/2003 000537 SO CALIF EDISON
87975 11/06/2003
87976 11/06/2003
87977 11/06/2003
87978 11/06/2003
87979 11/06/2003
87980 11/06/2003
87981 11/06/2003
87982 11/06/2003
87983 11/06/2003
87984 11/06/2003
87985 11/06/2003
87986 11/06/2003
002015 STARWAY PRODUCTIONS
004420 STATE COMP INSURANCE FUN
007020 STUMPF, SANDRA
006289 SUDHAKAR COMPANY INT'L
007026 SWEA~r, STEPHEN
000305 TARGET STORE
001547 TEAMSTERS LOCAL911
003673 TECH 101 ARCUS INC
005985 TECHNOLOGY INTEGRATION G
006914 TEMECULA COPIERS INC.
004274 TEMECULAVALLEY SECURITY
003140 TEMECU LA VALLEY TAEN~NON
(Continued)
Description
Amount Paid Check Total
Oct 2-02-502-8077 West Wing
Oct 2-10-331-2153 TCC
Oct 2-19-683-3255 Front St Ped
Oct 2-19-683-3263 Front St Ped
Oct 2-22-575-0876 Various Mtrs
Oct 2-20-798-3248 C.Museum
Oct 2-19-538-2262 Various Mtm
Oct 2-23-693-2810 Pala Rd
Oct 2-24-077-3069 Pala Rd
OCt 2-14-204-1615 Front St Radio
Oct 2-23-051-9399 Marg. Ped.
Sound Sys. Svcs:Rod Run:10/10-11
October 2003 Workers' Comp Premiu
Refund:Tiny Tots-Fabulous 4&5's
Release Retention:Slurry Seal Prjt
Reimb Agrmnt Pmt:Soundwall Imprv
TCC Recreation Supplies
Summer Day Camp Supplies
Halloween Supplies:TOSD
Union Dues Payment
Computer Equipment:TCSD
Computer and Printer Supplies:l.S.
Computer and Printer Supplies:l.S.
Canon copier & fax supplies
Canon copier & fax supplies
Fire Stn 84 Locksmith Svcs
City Hall Locksmith Svcs
TCSD Instructor Earnings
TCSD instructor Earnings
TCSD Instructor Earnings
1,049.21
933.41
531.24
367.69
256.88
119.37
58.90
36.52
33.78
25.78
14.44 3,427.22
550.00 550.00
33,107.09 33,107.09
51.00 51.00
27,610.85 27,610.85
850.00 850.00
146.18
83.32
55.18 284.68
3,483.00 3,483.00
2,366.63 2,366.63
1,152.93
796.37 1,949.30
247.83
107.75 355.58
80.00
55.00 135.00
40.00
40.00
40.00 120.00
Page~0
apChkLst Final Check List Page: 11
11/06/2003 11:47:57AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description
87987 11/06/2003 000668 TIMMY D PRODUCTIONS INC
87988 11/06/2003 002452 TOP LINE INDUSTRIAL
Sound Svcs:Smr Concert Series
Sound & Stage:Halloween Carnival
DJ Svcs:Skater Challenge:10/11
DJ Svcs:Dance @ CRC:9/26
DJ Svcs:Teen Pool Party:6/23
DJ Svcs:Teen Pool Party:7/19
DJ Svcs:CRC Dance:10/17
Sound Svcs:Band Jam:lO/03
Sound Svcs:9/11 Event @ Pond
Sound Svcs:Band Jam:9/05
Sound Svcs:Seamh/Stars:10/11
Replacement Parts/Supplies:PW
Amount Paid Check Total
3,600.00
825.00
400.00
350.00
350.00
350.00
350.00
150.00
150.00
150.00
125.00 6,800.00
8.62 8.62
87989 11/06/2003
87990 11/06/2003
87991 11/06/2003
000459 TUMBLE JUNGLE FITNESS GY
004895 TUMBLES, J.W.
002702 U S POSTAL SERVICE
TCSD Instructor Earnings
TCSD instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
Postage meter deposit
2,016.00
552.00
338.00
288.00
192.00
144.00
110.40
96.00
833.60
352.00
296.00
264.00
184.80
140.80
140.80
112.00
2,343.56
3,734.40
2,124.00
2,343.56
87992 11/06/2003 000325 UNITED WAY
United Way Charities Payment
308.30
308.30
87993 11/06/2003 004819 UNUM LIFE INS. CO. OFAMERI Longterm Disability Payment
6,363.17
6,363.17
87994 11/06/2003
87995 11/06/2003
004261 VERIZON CALIFORNIA
000339 WEST PUBLISHING CORP
Oct xxx-1408 P.D. Old Town Stn
Oct xxx-9897 general usage
City Hall Judicial Update Publications
381.13
90.49
150.85
471.62
150.85
87996 11/06/2003 005995 WES3WAYS & JOURNEY PUBL Nov-Dec ad space:Econ. Dev.
4,120.00
4,120.00
Page:11
apChkl.st Final Check List Page: 12
11/06/2003 11:47:57AM CITY OF TEMECULA
Sub total for UNION BANK OF CALIFORNIA: 497,343.09
Page:12
apChkLst Final Check List Page: 10
10130/2003 2:18:44PM CITY OF TEMECULA
141 checks in this report.
Grand Total All Checks: 782,724.6~
Detail
10/30/2003
001 230,660.26
165 1,176.00
190 34,339.04
193 1,330.14
210 407,683.61
280 12,315.29
300 42.02
320 73,105.77
330 6,175.83
340 7,161.72
470 8,735.00
782,724.68
Page:10
apChkLst Final Check List Page: 1
10/30/2003 2:18:44PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check# Date
204 10/27/2003
87727 10/30/2003
87728 10130/2003
87729 10/30/2003
87730 10/30/2003
87731 10/30/2003
Vendor
000444 INSTATAX (EDD)
005277 2 H CONSTRUCTION INC
006253 A S A P SOFTWARE
004148 AT&T
Description
Employees state pr taxes 3rd Qtr
Rel. Retention PW01-20CSD
VII SQL server one processor license
Long distance svcs: P.D.
003392 AARON BROTHERS ART &FRA framing s~/cs:tvm artwork
006915 ALLIE'S PARTY EQUIPMENT
87732 10/30/2003 002877 ALTA LOMA CHARTER LINES
87733 10/30/2003 004022 AMERICAN MINI STORAGE, TE
87734 10/30/2003 000101 APPLE ONE, INC.
87735 10/30/2003 001561 ARCH WIRELESS
87736 10/30/2003 001323 ARROWHEAD WATER INC
87737 10/30/2003
87738 10/30/2003
87739 10/30/2003
87740 10/30/2003
equip rental:habitat humanity
equip rental:habitat humanity
equip rental:old town event
equip rental:old town event
Charter bus:SD sport arena
Rent 2 storage units bldg. plans
Temp help PPE 10/11 S Delarm
Temp help PPE 10/11 S. Wills
Temp help PPE 10/04 S. Lee
Temp help PPE 10/11 S. Lee
Temp help PPE 10/11 R. Hare
Temp help PPE 10/11 T. Keetch
Pager for Police
Bottled wtr servs@City Hall
BottJed wtr:servs@PW Maint.
BottJed wtr servs@Chaparral Pool
002648 AUTO CLUB OF SOUTHERN CA Membership:Mike Hudson
006964 BA"I~AGLIA, ANN
002541 BECKER CONSTRUCTION SRV
006971 BLASINGAME, LIBBY
Refund: Security Deposit
Remove silt/debris:var, channels
PW Maint Crew Citywide A.C. repairs
Refund: Yoga Mind/Body
Amount Paid
8,061.70
42,783.10
7,922.12
128.46
120.67
387.86
379.56
356.28
355.77
388.97
144.00
624.00
572.00
559.00
520.00
343.20
114.40
10.78
593.94
310.97
66,40
44,00
100.00
7,383.66
3,370.00
48.00
Check Total
8,061.70
42,783.10
7,922.12
128.46
120.67
1,479.47
388.97
144.00
2,732.60
10.78
971.31
44.60
100.00
10,753.66
48.00
Page:l
apChkLst Final Check List Page: 2
10/30/2003 2:18:44PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87741 10/30/2003
87742 10/30/2003
87743 10/30/2003
87744 10/30/2003
87745 10/30/2003
87746
006959 BONITA JORDAN
004176 BROADWING
005055 BROWN, STEVE
006908 C C & COMPANY INC
005660 CALIF EMS AUTHORITY
(Continued)
Description
Refund: Security Deposit
Long distance &intemet svns
Reimb:Team Bldg:lO/6:Planning
Entertainment Fall Festival
State paramedic license:John Clark
10/30/2003 000152 CALIF PARKS & RECREATION S CPRS Cf:11/13-16:C.Adkisson
87747 10/30/2003
87748 10/30/2003
87749 10/30/2003
87750 10/30/2003
87751 10/30/2003
87752 10/30/2003
005384 CALIFORNIA BAGEL BAKERY &
004228 CAMERONWELDING SUPPLY
004971 CANON FINANCIAL SERVICES,
005417 CINTAS FIRSTAID & SAFETY
003997 COAST RECREATION INC
005697 COMMISSIONER OF PATENTS
Refreshments:Council Mtg:9/23
Helium tanks refill:TCSD
Copier lease prat:city hall
Copier lease pmt:stn 73
First Aid Supplies P W
Various play ground equip.
Trademark application fee
87753 10/30/2003
87754 10/30/2003
87755 10/30/2003
87756 10/30/2003
87757 10/30/2003
87758 10/30/2003
002147 COMPLIMENTS COMPLAINTS & Ente~tainment:OIdTown:10/25-26
000442 COMPUTER ALERT SYSTEMS
006972 CONCERNED CARE SERVICES
002945 CONSOLIDATED ELECTRICAL
001009 D BXINC
004123 D L PHARES & ASSOCIATES
Sr. Ctr. phone line repairs
Refund: Security Deposit
O.T. Street Light Electrical Supplies
Prgs Pmt:lntersct. Monitoring Sys.
Nov Lease/Maint:OId Town Storefront
Amount Paid Check Total
100.00 100.00
353.97 353.97
76.09 76.09
300.00 300.00
130.00 130.00
207.00 207.00
168.09 168.09
41.93 41.93
6,611.69
328.63 6,940.32
219.81 219.81
1,261.74 1,261.74
335.00 335.00
850.00 850.00
58.00 58.00
100.00 100.00
113.12 113.12
17,212.50 17,212.50
2,019.87 2,019.87
Page2
apChkLst Final Check List Page: 3
10/3012003 2:18:44PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87759 10/30/2003 006953 DAN MEJIA CONSTRUCTION
87760 10/30/2003 001669 DUNN EDWARDS CORPORATI
87761 10/30/2003 001380 E S I EMPLOYMENT SERVICES
87762 10/30/2003
87763 10/30/2003
87764 10/30/2003
87765 10/30/2003
87766 10/30/2003
87767 10/30/2003
87768 10/30/2003
002390 EASTERN MUNICIPAL WATER
002438 ENGEN CORPORATION
006487 EUROPEAN CAFE & VINEYARD
002060 EUROPEAN DELI & CATERING
006970 EVERS, ARLENE
002037 EXPANETS
000478 FAST SIGNS
87769 10/30/2003 000165 FEDERAL EXPRESSINC
(Continued)
Description
Refund:NSF Duplicate Pmt
PW Maint Graffiti removal supplies
Temp help PPE 10/17 J. Heer
Temp help PPE 10/03 B. Rush
Temp help PPE 10/17 B. Rush
Temp help PPE 10/17 L. Bragg
Temp help PPE 10/17 D. Montecino
Temp help PPE 10/17 A. Jones
Temp help PPE 10/17 S. Seng
Temp help PPE 10/17 L. Novotny
Temp help PPE 10/17 D. Kanigowski
Temp help PPE 10/17 S. Cammarota
95366-02 Diego Dr Ldscp
Material Testing:Pavement Rehab
Citywide Concrete Repairs:PW
refreshments:city mgr/stewards
Rfmhmnts:Finance/TCSD Training
Refund:Yoga-Lunchtime Beginner
Phone/headset:CRC
banner:harvest fest:TCSD
Express mail services
87770 10/30/2003 001511 FIELDMAN ROLAPp & ASSOCIA Pref ServWin/Harveston CFD
87771 10/30/2003 006958 FILM TEHCNOLOGY COMPANY E.S.G. video transfer to DVD master
87772 10/30/2003 005947 GOLDEN STATE OVERNIGHT Express Mail Service
87773 10/30/2003 006962 GUZON, SUSAN Refund: Security Deposit
Amount Paid Check Total
136.50 136.50
81.93 81.93
2,870.40
2,000.80
1,775.71
1,737.12
1,268.00
1,182.08
1,111.54
990.99
942.48
794.78 14,673.90
440.28 440.28
852.50
570.00 1,422.50
99.72 99.72
290.93 290.93
48.00 48.00
554.03 554.03
284.33 284.33
128.56 128.56
3,513.39 3,513.39
417.50 417.50
36.77 36.77
100.00 100.00
Page3
apChkLst Final Check List Page: 4
10/30/2003 2:18:44PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87774 10/30/2003 004811 HEWLETT PACKARD
87775 10/30/2003 003198 HOME DEPOT, THE
87776 10/30/2003 003624 HOWELL, ANN MARIE
87777 10/30/2003
87778 10/30/2003
87779 10/30/2003
87780 10/30/2003
87781 10/30/2003
87782 10/30/2003
87783 10/30/2003
87784 10/30/2003
87785 10/30/2003
87786 10/30/2003
87787 10/30/2003
87788 10/30/2003
87789 10/30/2003
87790 10/30/2003
87791 10/30/2003
004833 IMPERIAL PAVING COMPANY I
006713 INTEGRATED MEDIA SYSTEMS
004908 JIFFY LUBE #1878
007007 JONES, ASHLEY
005928 JUTKIEWICZ, ROBIN J.
003986 KEVIN COZAD & ASSOCIATES I
000205 KIDS PARTIES ETC
000206 KINKOS INC
003631 KLEINFELDER INC
007006 KRITZ, KYLE
006744 LAMAR CORPORATION, THE
005569 LEARNING FOR LIFE
000482 LEIGHTON & ASSOCIATES INC
003726 LIFE ASSIST INC
006965 LOUCADO, DAVE
(Continued)
Description
Amount Paid
Check Total
Upgrade & replace traffic server
Res impr prgm: Debbie Sieveke
Dsgn business brochere:Econ. Dev.
Photo direction/editing:Econ. Dev.
Graphic dsgn/photo coordination:E.D.
Driveway repairs to Jefferson Ave.
Install audiovisual sys:C. Chambem
B&S vehicle oil change
Reimb:Gift Giving Campaign
TCSD instructor eamings
TCSD instructor earnings
Dsgn Svcs:J.W. waterline reloc.
Prof Svcs:Cabrillo Ave/J.W. waterline
rental:TCSD Halloween Carnival
Stationery paper/misc supplies
Stationery paper/misc supplies
Prof Serv Agreement RC Bridge Wide
Release claim agreement pmt
Oct billboard advertising:Old Town
Youth protection training staff
Prof Serv RC bridge widening
Paramedic supplies
Refund: Security Deposit
6,362.64
1,148.00
2,478.25
754.25
226.28
4,952.00
61,500.00
34.96
91.00
204.00
88.00
4,632.50
1,080.00
355.00
32.06
32.06
11,283.51
42.02
2,500.00
170.00
1,335.00
646.15
100.00
6,362.64
1,148.00
3,458.78
4,952.00
61,500.00
34.96
91.00
292.00
5,712.50
355.00
64.12
11,283.51
42.02
2,500.00
170.00
1,335.00
646.15
100.00
Page~
apChkLst Final Check List Page: 5
10/30/2003 2:18:44PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87792 10/30/2003 006968 LUCAS DEVELOPMENT
87793 10/30/2003 006182 M C M CONSTRUCTION, INC.
87794 10/30/2003 003782 MAIN STREET SIGNS
87795 10/30/2003 004068 MANALILI, AILEEN
(Continued)
Description
Rfnd:Eng Dpst:43497 Ridge Pk Dr.
Prgs pmt #3:R.C.Bridge Widening
Traffic Signs Hardware/Supplies:PW
Signs/Hardware/Supplies:PW
Traffic Signs Hardware/Supp[ies:PW
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Eamings
87796 10/30/2003 001967 MANPOWER TEMPORARY SER Temp helpw/e 10/12 Dankworth
87797 10/30/2003 006966 MARCISCAL, SONIA
87798 10/30/2003 005806 MA'I-rHEWS, CATHERINE J.
87799 10/30/2003 006969 MCKENZIE, SHELBY
87800 10/30/2003 006571 MELODY'SADWORKS
87801 10/30/2003 001905 MEYERS, DAVID WILLIAM
87802 10/30/2003
87803 10/30/2003
87804 10/30/2003
87805 10/30/2003
87806 10/30/2003
87807 10/30/2003
001384 MINUTEMAN PRESS
000230 MUNIFINANClAL
001986 MUZAK INC
001599 NORTH COUNTY BASKETBALL
002292 OASIS VENDING
002105 OLD TOWN TIRE & SERVICE
Refund:Sec. Deposit
Jul-Sept Street Addressing Svcs
Refund:Financially Fit Teens
Reimb Expenses:Stanley Gardner
TCSD Instructor Earnings
TCSD Instructor Earnings
Business Cards:Adams/O'Grady
Oct-Dec Tax Assessments Svcs:TCS
Nov music broadcast:Old Town
Basketball Forfeits/Assignment fees
Aug/Sep B.B. Forfeits/Assignment fee
City Hall Coffee/Kitchen Supplies
West Wing Coffee/Kitchen Supplies
City vehicle maintJrepair svcs
City vehicle maint/repair svcs
City vehicle maint/mpair svcs
City vehicle maint/repair svcs
City vehicle maint/repair svcs
Amount Paid
1,990.00
328,326.00
1,242.79
297.39
146.54
712.00
273.00
225.75
658.40
100.00
421.50
32.00
671.00
288.00
160.00
229.72
5,346.25
59.50
464.00
382.00
446.60
165.47
199.31
99.18
79.99
37.42
22.42
Check Total
1,990.00
328,326.00
1,686.72
1,210.75
658.40
100.00
421.50
32.00
671.00
448.00
229.72
5,346.25
59.50
846.00
612.07
438.32
Page5
apChkLst Final Check List Page: 6
10/30/2003 2:18:44PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date
87808 10/30/2003
(Continued)
Vendor Description
001619 ORANGE COUNTY REGISTER I Oct recruitment ads for H.R. Dept
87809 10/30/2003
001171 ORIENTALTRADINGCOMPANY Halloween Event Supplies:TCSD
Halloween Event Supplies:TCSD
Halloween Event Supplies:TCSD
CRC Recreation Supplies
87810 10/30/2003
87811 10/30/2003
87812 10/30/2003
87813 10/30/2003
87814 10/30/2003
87815 10/30/2003
87816 10/30/2003
87817 10/30/2003
87818 10/30/2003
000249 Pt ~ ~ Y CASH
006963 RAGLAND, RICHARD
000262 RANCHO CALIF WATER DIST
000947 RANCHO REPROGRAPHICS
005910 REDHAWK GAS & AUTO CENT
004584 REGENCY LIGHTING
005694 REGISTER OF COPYRIGHTS
Petty cash reimbumement
Refund:Sec. Deposit
Oct 01-99-02003-0 Floating Meter
Oct 02-79-10100-1 NW Sprts Complex
Dup. Blueprints:Pechanga Pkwy
Dup. Blueprints:Marg. Rd.:PW97-07
City Vehicle fuel expense:TCSD
City Vehicle fuel expense:C.M.
Old Town Electrical Supplies
West Wing Electrical Supplies
Copyright Application Fee:C.Museum
003742 REHAB FINANCIALCORPORATI Sept RDA Loan Collection Svcs
003591 RENES COMMERCIAL MANAGE Citywide Channels clean-up svcs
Amount Paid
324.64
917.57
119.95
95.45
46.75
507.76
100.00
265.02
78.42
136.50
16.49
27.20
15.35
508.22
266.93
30.00
24.00
4,500.00
Check Total
324.64
1,179.72
507.76
100.00
343.44
152.99
42.55
775.15
30.00
24.00
4,500.00
87819 10/30/2003
87820 10/30/2003
87821 10/30/2003
87822 10/30/2003
87823 10/30/2003
87824 10/30/2003
002110 RENTALSERVICE CORPORATI
006483 RICHARDS, TYREASHA I,
000266 RIGHTWAY
000418 RIVERSIDE CO CLERK &
005785 RIVERSIDE CO EMS
Equipment rental for PW Maint Div
TCSD Instructor Eamings
Oct equipment rental - var. parks
June-Aug 03 Copies/Recording Fees
Renew Paramedic License:J.Olary
000955 RIVERSIDE CO SHERIFF SW ST Rod Run Patrol Svcs:10/10-11/03
Tractor Race Patrol Svcs:10/3-5/03
12.43
328.00
181.36
49.00
50.00
13,399.15
8,817.52
12.43
328.00
181.36
49.00
50.00
22,216.67
Page~
apChkLst Final Check List Page: 7
16130/2003 2:18:44PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87825 10/30/2003
87826 10/30/2003
87827 10/30/2003
001365 RIVERSIDE COUNTY OF
001365 RIVERSIDE COUNTY OF
003587 RIZZO CONSTRUCTION INC
87828 10/30/2003 000873 ROBERTS, RONALD H.
87829 10/30/2003 005842 RODECKER, ERIC
87830 10/30/2003
87831 10/30/2003
87832 10/30/2003
87833 10/30/2003
87834 10/30/2003
87835 10/30/2003
87836 10/30/2003
87837 10/30/2003
87838 10/30/2003
87839 10/30/2003
87840 10/30/2003
000277 S & S ARTS & CRAFTS INC
005018 SACHER, SUZANNE L.
006694 SAN MANUEL BAND OF
006960 SAWYER, FREEMAN
(Continued)
Description
renew permit:Paloma Del Sol Park
renew permit:R.V.Snack Bar
Add'l cost/Special Event Permit:TCSD
Repair/Maint. Svcs:Musicians Wrkshp
Reimb:SCAG mtg:9/03/03
Reimb:Exec. Forum:7/15-19/03
Reimb:League Conf:9/7-9/03
Reimb:lCC Certification
TCSD Halloween Event Supplies
TCSD Instructor Eamings
Fire Inst.lB:l 1/3,5,7,10-11/03
Refund:Sec. Deposit
000793 SCANTRON FPC CORPORATIO Scantron on-site maint agmnt
004562 SCHIRMER ENGINEERING COR Sept Fire Prev Plan Check Svcs
004609 SHREDFORCE INC
000645 SMART & FINAL INC
003002 SMOOTHILL SPORTS DISTRIB
006927 SNYDER, EDWARD G.
002718 SO CALIF CITY CLERKS ASSN
Oct Dec. Shred Svcs:City Hall
Oct Doc. Shred Svcs:P.D.O.T. Stn
TCSD Halloween Event Supplies
Skate Park equip rental
Transportation to LAX: Jeff Stone
General Mtg:l 1/13/03:S.Jones
Amount Paid
81.00
81.00
11.00
6,745.00
145.20
33.04
27,84
60.00
46.87
384.06
105.00
100.00
748.00
800.00
110.00
24.00
649.59
1,559.68
180.00
30.00
Check Total
162.00
11.00
6,745.00
206.08
60.00
46.87
384.00
105.00
100.00
748.00
800.00
134.00
649.59
1,559.68
180.00
30.00
Page~
apChkLst Final Check List Page: 8
10/30/2003 2:18:44PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87841 10/30/2003 000537 SO CALIF EDISON
87842 10/30/2003 000282 SO CALIF MUNICIPAL ATHLETI
(Continued)
Description
Oct 2-00-397-5042 City Hall
Oct 2-02-351-4946 Sr Ctr
Oct Var. Cityw[de Electric Meters
Oct 2-18-937-3152 Museum
Oct 2-00-397-5067 various mtrs
Oct 2-11-007-0455 6th St.
Oct 2-22-891-0550 various mtrs
Oct 2-20-817-9929 P.D.O.T. Stn
Oct 2-23-365-5992 Stn 92
Oct 2-18-049-6416 Front St.
Oct 2-21-911-7892 S.Side Prk Lot
Oct 2-19-171-8568 Wedding Chpl
OCt 2-21-981-4720 Hwy 79
Oct 2-24-151-6582 Overland Trl
SCMAF Institute:l 0/09:TCSD Staff
Amount Paid Check Total
3,308.21
1,205.66
1,173.4.3
787.72
758.41
327.86
245.48
244.76
211.17
182.14
130.79
87.53
41.05
13.29 8,717.50
370.00 370.00
87843 10/30/2003 000519 SOUTH COUNTY PEST
Fire Stn 92 Pest Control Svcs
42.00 42.00
87844 10/3012003
87845 10/30/2003
005786 SPRINT
000293 STADIUM PIZZA
9/15-10/14/03 Cellular Phone Svcs
OCt Ac, ct Level Charges
Refrashmects:Hallowesn Event
7,071.34
34.02 7,105.36
177.46 177.46
87846 10/30/2003 004570 STEPHEN G WHITE, MAI
87847 10/30/2003 004247 STERICYCLE INC
Appraisal Svcs:Wolf Creek CFD 03-03
Oct medical waste collection svcs
1,620.00 1,620.00
69.50 69.50
87848 10/30/2003 000752 STONE, JEFFREY
Reimb:Sister Cities Conf;7/24-25/03
60.00 60.00
87849 10/30/2003 005607 STORCHHEIM, ROBERT
87850 10/30/2003 006772 T D S ENGINEERING
87851 10/30/2003 000305 TARGETSTORE
Building Dept Newsletter
10/7-15 Svcs:Battery Back-Up Sys.
Misc. Office Supplies:PW Dept
TCSD Halloween Event Supplies
Spods Recreation Supplies
TCSD Halloween Event Supplies
CRC Recreation Supplies
Sister Cities Prgm Supplies
Aquatics Program Supplies
Aquatics Program Supplies
Sports Recreation Supplies
38.00 38.00
132,796.70 132,796.70
354.48
141.45
134.70
113.69
85.71
31.15
16.08
14.84
11.73
903.83
Pages
apChkLst Final Check List Page: 9
10/30/2003 2:18:44PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87852 10/30/2003
87853 10/30/2003
87854 10/30/2003
87855 10/30/2003
87856 10/30/2003 005567 TOTL GEAR LLC
87857 10/30/2003 003031 TRAFFIC CONTROL SERVICE
87858 10/30/2003 000978 TRAUMA INTERVENTION PRG
87859 10/30/2003 006192 TRISTAFFGROUP
(Continued)
000168 TEMECULA FLOWER CORRAL
000307 TEMECULATROPHY COMPAN
004274 TEMECULA VALLEY SECURITY
Description
Sunshine Fund
ee of the qtr: K. Noland
Fire Prev. Locksmith Svcs
003140 TEMECULAVALLEY TAEKWON Halloween Carnival proceeds:10/24
Winter Softball League Awards
PW Traffic Control Supplies
1st qtr emerg.response vol. prgm
temp help w/e 10/12 Bradley
temp herp w/e 10/19 Bradley
87860 10/30/2003 003228 U S BANK TRUST NATIONAL AS Trustee Admin Fees CFD 01-2
Trustee Adm[n Fees CFD 98-1
87861 10/30/2003 004981 UNISOURCE SCREENING & 10/1-15 H.R. screening svcs
87862 10/30/2003 004261 VERIZON CALIFORNIA Oct var. gen. usage phone svcs
Oct xxx-2626 P.D. Storefront Stn
Oct xx~-1473 P.D.O.T. Stn
87863 10/30/2003 004789 VERIZON INTERNET SOLUTION Oct Intemet Svcs:xx7411
Oct Intemet Svcs:xx0544
87864 10/30/2003 006961 VILLALTA, YAMILETH Refund:Sec. Deposit
87865 lO/3O/2OO3 006612 WEATHERPROOFING TECH, I
87866 10/30/2003 003756 WHITE HOUSE SANITATION
Amount Paid
183.01
61.63
25.09
108.75
159.47
497.81
2,181.25
520.00
312.00
6,485.00
2,250.00
219.00
584.03
227.16
112.77
69.95
69.95
100.00
CRC Roof Repairs 2,340.00
OCt Cleaning Svcs:Btrfld Stage R.R. 50.00
Sub total for UNION BANK OF CALIFORNIA:
Check Total
183.01
61.63
25.09
108.75
159.47
497.81
2,181.25
832.00
8,735.00
219.00
923.96
139.90
100.00
2,340.00
50.00
782,724.68
Page9
apChkLst Final Check List Page: 11
10/23/2003 10:38:39AM CITY OF TEMECULA
131 checks in this report.
Grand Total All Checks:
944.453.05
Detail
10/23/2003
001 262,521.94
165 3,744.14
190 52,024.28
192 83.01
193 10,647.77
194 541.99
210 482,070.69
280 8,932.13
300 571.44
320 101,110.53
330 6,737.14
340 5,467.99
474 10,000.00
944,453.05
Page:11
apChkLst Final Check List Page: 1
10/'23/2083 10:38:39AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
198 10/23/2003 000444 INSTATAX (EDD)
199 10/23/2003
200 10/23/2003
201 10/23/2003
202 10/23/2003
203 10/22/2003
87198 10/23/2003
87199 10/23/2003
87200 10/23/2003
87201 10/23/2003
87202 10/23/2003
87203 10/23/2003
87204 10/23/2003
87205 10/23/2003
87206 10/23/2003
87207 10/23/2003
000283 INSTATAX (IRS)
001065 NATIONWIDE RETIREMENT SO
Description
State Disability Ins Payment
Federal Income Taxes Payment
Naitonwide Retirement Payment
000246 PERS (EMPLOYEES' RETIREME PERS ER Paid Member Contr Pmt
000389 U S C M WEST (OBRA), OBRA - Project Retirement Payment
003228 U S BANK TRUST NATIONAL AS Deposit/Assessments:J.Wamer Rd.
006253 A S A P SOFTWARE
005530 AMADOR, PETER
006463 AMERICAN LANDSCAPE
004022 AMERICAN MINI STORAGE, TE
004446 AMERICAN SOCIETY OF CIVIL
005772 AMTEK INC
000101 APPLEONE, INC.
002648 AUTO CLUB OF SOUTHERN CA
003466 BASKET & BALLOONS TOO!
004262 BIO-TOX LABORATORIES
250-VLA desMop license w/software
VLA SQL license w/software
FY 01/02 Old 88-12 reimbursement
Sept Idscp impr: City Slopes
Sept Idscp impr: City Slopes
Sept Idscp impr: City Slopes
Sept Idscp impr: City Slopes
Nov storage unit B109 lease pmt
Membership: Scott Harvey3603224 9
Cell Phone Accessories
Temp help PPE 9/27 Hare
Temp help PPE 10/4 Hare
Temp help PPE 10/04 Wills
Temp help PPE 10/04 Delarm
Temp help PPE 10/04 Santa Cruz
Membership: Tom Cole 93773232
Membership: Jim Smith 67481325
Promo Baskets: Econ Devel
Police DUI Drug & Alcohol Screening
Amount Paid
15,402.58
60,045.49
18,082.86
57,795.05
2,352.54
10,000.00
59,232.87
9,097.91
185.46
1,088.54
148.80
82.04
72.18
153.00
45.00
22.63
572.00
572.00
572.00
534.30
39.00
44.00
44.00
26.94
872.90
Check Total
15,402.58
60,045.49
18,082.86
57,795.05
2,352.54
10,000.00
68,330.78
185.46
1,391.56
153.00
45.00
22.63
2,289.30
88.00
26.94
872.90
Paged
apChkLst Final Check List Page: 2
10/23/2003 10:38:39AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87208 10/23/2003 006721 BOISE CASCADE OFFICE
87209 10/23/2003
87210 10/23/2003
87211 10/23/2003
87212 10/23/2003
87213 10/23/2003
87214 10/23/2003
87215 10/23/2003
87216 10/23/2003
87217 10/23/2003
87218 10/23/2003
87219 10/23/2003
87220 10/23/2003
87221 10/23/2003
87222 10/23/2003
87223 10/23/2003
87224 10/23/2003
006931 BOUCHARD, TRACIE
006930 BROWN, TAMMY
001159 CALIF DEPT OF JUSTICE
002520 CALIFORNIA T'$
001655 CAMERON WELDING SUPPLY
006928 CAMPBELL, JANE
002534 CATERERS CAFE
(Continued)
Description
5 drawer file cabinet: West Wing
Misc office supplies: Fire Prevention
Refund:Yoga-Postnatal Yoga
Refund: Exercise-Belly Dance Intr
Fingerprints info for police dept
Race for Cure:City team shirts
PW welding & gas supplies
Refund: Intre: Flower Design
Refreshments: City Mgr working lunch
Refreshments: Devel Process mtg
Refreshments: 9/10 Accela Mtg
Refreshments: 9/03 Accela Mtg
000137 CHEVRON U S A INC Fuel expense for city vehicles
001139 CHIP MORTON PHOTOGRAPHY Temecuta mrktg & ad photos
005417 ClNTAS FIRST AID & SAFETY First Aid Supplies for PW
First aid supplies: City Hall
006957 CITY TRAFFIC ENGINEERS ASS Trf Corem Wrkshp:11/8:Ramos/Conne
Amount Paid
1,353.32
32.85
48.00
35.00
671.00
344.26
72.22
75.00
49.21
42.40
16.00
15.00
326.78
2,484.72
66.70
65.24
160.00
004405 COMMUNITY HEALTH CHARI
006553 COMMUNITY NATIONAL BANK
002147 COMPLIMENTS COMPLAINTS &
006303 CONDUIT NETWORKS, INC
004569 DAVID TAUSSIG & ASSOCIATE
Community Health Charities Payment
Release to escrow acct:05802220
Entertainment: 10/18 TCC Event
Configure & install Cisco 2621 router
Sept consulting srvcs:Roripaugh
173.50
20,217.30
100.00
6,000.00
3,053.78
Check Total
1,386.17
48.00
35.00
671.00
344.26
72.22
75.00
122.61
326.78
2,484.72
131.94
160.00
173.50
20,217.30
100.00
6,000.00
3,053.78
Page2
apChkLst Final Check List Page: 3
10/23/2003 10:38:39AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description
87225 10/23/2003 000684 DIEHL EVANS & COMPANY LLP Yr End 2003 Audit Svcs
Amount Paid
4,000.00
Check Total
4,000.00
87226 10/23/2003
87227 10/23/2003
004192 DOWNS COMMERCIAL FUELI
001669 DUNN EDWARDS CORPORATI
Fuel for city vehicles: 61343/Oct
Fuel for city vehicles: 61353/Oct
Supplies for graffiti removal
882.85
531.78
95.66
1,414.63
95.66
87228 10/23/2003
87229 10/23/2003
001380 E S I EMPLOYMENT SERVICES Temp help PPE 10/03 Heer
Temp help PPE 10/03 Bragg
Temp help PPE 10/03 Jones
Temp help PPE 10/03 Kanigowski
Temp help PPE 10/03 Montecino
Temp help PPE 10/03 Cammarota
Temp help PPE 10/03 Seng
Temp help PPE 10/03 Novotny
006927 ED'S CARRIER SERVICE
Transportation to LAX: Jeff Stone
2,870.40
1,737.12
1,602.27
1,312.08
1,268.00
1,203.23
1,059.32
1,038.18
180.00
12,090.60
180.00
87230 10/23/2003 003665 EMERITUS COMMUNICATIONS Sept long distance phone
188.90
188.90
87231 10/23/2003 002037 EXPANETS
Telephone System Mntc Agreement
2,498.50
2,498.50
87232 10/23/2003 004464 EXXONMOBIL CARD SERVICES Fuel expense for City vehicles
473.15
473.15
87233 10/23/2003 000478 FASTSIGNS
Skate park equip, banner
324.38
324.38
Page3
apChkLst Final Check List Page: 4
10/23/2003 10:38:39AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87234 10/23/2003 003347 FIRST BANKCARD CENTER
VERISIGN INC.
URBAN LAND INSTITUTE
LEAGUE OF CALIF CITIES
PALISADES RESEARCH
OMNI HOTELS
HOLIDAY INN
SOUTHWEST AIRLINES
SOUTHWEST AIRLINES
CfRCUIT CiTY
LASTAR.COM INC.
PAYPAL
GEOLINE CALIFORNIA INC.
SOUTHWEST AIRLINES
ALAMO RENT-A-CAR
BARNES AND NOBLE
EARTHLINK.NET
PARK & RIDE PARKING LOT
KIESUB ELECTRONICS INC
NORTH COUNTY TIMES- ATTN:
ONTARIO AIRPORT
RIVERSIDE BREWING CO.
BROILER, THE
TARGET STORE
ONTARIO AIRPORT
SACRAMENTO, CITY OF (SAC
VERISIGN INC.
FRESH CHOICE
VERANDA COMMUNICATIONS,
LEAGUE OF CALIE CITIES
(Continued)
Description
Secure site pro software licenses
2003 ULI Fall Mtg:l 0/28-11/01:Meyer
Law & Elect Sem:l 2/10-12:S J/CD
Vidar P-93 Glass & bulbs: IS
HoteI:ICMA Conf:9/20-24:O'Grady
Refreshments:League Cf 9/7
AirFare for S. Jones 12/10/03
AirFare for Thereon 09/22/03
Digital video: IS
Computer Cables: IS
WS:Repeat Appointment for Outlook
Cable, Pro-XR to Ranger: IS
AirFare for J. Meyer 10/27/03
Car rental:Enterprise Amhitecture
Book: CISSP Prep Guide
Council membem internet svcs
Parking: ICMA Conf:9/20-24:O'Grady
Cell phone holster: IS
10th Annl Women luncheon: 9/6/03
Overnight Prkg: League Cf 9/7: Nelso
lunch mtg w/Supv. Tavaglione
Meal:Enterprise Amhitecture Cf:9/22
Misc supplies for Council Mtg
Parking:Enterprise Architecture Cf:9/2
Parking:Enterprise Amhitecture Cf:9/2
Digital ID Class 1: IS
Meal:Enterprise Architecture Cf:9/22
Training supplies: City Mgr
Refund:League of Cities Cenf
Amount Paid
1,595.00
825.00
790.00
643.64
608.60
447.35
263.00
205.50
161.61
148.89
144.00
120.70
102.50
96.88
91.53
75.85
50.00
48.36
45.00
36.00
35.40
31.83
21.51
18.00
15.00
14.95
9.24
8.00
-335.00
Check Total
6,318.34
Page~
apChkLst Final Check List Page: 5
10/23/2003 10:38:39AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check# Date
87235 10/23/2003
87236 10/23/2003
87237 10/23/2003
87238 10/23/2003
87239 10/23/2003
87240 10/23/2003
87241 10/23/2003
87242 10/23/2003
87243 10/23/2003
87244 10/23/2003
87245 10/23/2003
87246 10/23/2003
87247 10/23/2003
87248 10/23/2003
87249 10/23/2003
87250 10/23/2003
87251 10/23/2003
8725P 10/23/2003
(Continued)
Vendor Description
001135 FIRSTCAREINDUSTRIALMED Pre-employmentphysical
006439 FISCHER, CYNTHIA Refund: CPR & First Aid Training
Refund: Ar~ - Beg. Water Color
002982 FRANCHISE TAX BOARD Support Payment
006956 FRY'S ELECTRONICS EE computer pumhase prgm:Cambero
000173 GENERAL BINDING CORPORAT Binding & lamination supplies: Copy Ct
002528 GLASS BLASTERS INC
001609 GREATER ALARM COMPANY I
005056 GUTIERREZ, BETH
005311 H20 CERTIFIED POOL WATER
006935 HAZARDOUS MATERIALS
006688 HEMET/TEMECULA EAC
004811 HEWLETF PACKARD
New employee beverage mugs
Alarm monitoring svcs: Police Storef
Reimb: TCSD/HR mgmt mtg
Sept pool svcs & sanitizing chemicals
Pool sanitizing chemicals
Cont. Haz. Material Wkshp:9/2-5
Employment Laws Wkshp:11/20:Lani
GIS web server w/pluggable drive
002126 HILLYARDFLOORCARESUPPL CRC gym floor refinishing supplies
005748 HODSON, CHERYL A. Support Payment
005313 HUFFER MANUFACTURING INC Carnival Games for Halloween event
000194 I C M A RETIREMENT TRUST 45 I C M A Retirement Payment
001407 INTER VALLEY POOL SUPPLY I Pool sanitizing chemicals
003296 INTERNATIONAL CODE Membership: Anthony EImo
Amount Paid
40.00
77.00
25.00
491.86
1,885.56
321.72
49.57
87.00
192.06
2,042.65
113.14
30.00
15.00
4,719.45
2,410.53
45.40
698.00
6,378.80
139.86
280.00
Check Total
40.00
102.00
491.86
1,885.56
321.72
49.57
87.00
192.06
2,155.79
30.00
15.00
4,719.45
2,410.53
45.40
698.00
6,378.80
139.86
280.00
Page5
apChkLst Final Check List Page: 6
10/23/2003 10:38:39AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87253 10/23/2003 003296 INTERNATIONAL CODE
87254 10/23/2003 000820 KRW&ASSOClATES
87255 10/23/2003 002424 KELLEY DISPLAY tNC
87256 10/23/2003 006929 KING, LISA
87257 10/23/2003 000206 KINKOS INC
87258 10/23/2003 006788 LAMB, CAROL
87259 10/23/2003 006716 LIFE TRAINING GROUP, THE
87260 10/23/2003 006616 LOHR & ASSOCIATES INC
87261 10/23/2003 006955 LONG, DAN
87262 10/23/2003 004087 LOWE'S
87263 10/23/2003 003782 MAIN STREET SIGNS
(Continued)
Description
Code Publications: Planning Dept
Aug-Oct engineering plan check svcs
Credit: Ovrchg 3.5hrs/Underchg .5hfs
Fall grape banners cleaning
Refund: Intro: Flower Design
Stationery peper/misc supplies
Refund: cancelled event
AED training & equip, for Fire Dept
Sept consultant svcs: Sports Complex
Credit: Reimb not part of agrmt
Reimb:CCAPA Conf:9/28-10/01
Misc hardware supplies: TCSD
Dura-Post w/Bases:t:WV Maint. Div.
87264 10/23/2003 001967 MANPOWER TEMPORARY SER temp helpw/e 10/05 Dankworth
87265 10/23/2003 002693 MATROS, ANDREA
87266 10/23/2003 005591 MCINTYRE, KELLY
TCSD Instructor Eamings
Reimb:Advisory Committee Mtg:10/14
87267 10/23/2003 003163 MINOLTA BUSINESS SYSTEMS Copier Maint/Supplies:Cashier's Office
Copier Maint/Supplies:MPSC
87268 10/23/2003 001384 MINUTEMAN PRESS Business Cards:K.K./P.C./T.H./K.B.
Qty 3000 Correction Notices:B&S Dept
87269 10/23/2003 001892 MOBILE MODULAR
Oct modular bldg rental:Stn 92
87270 10/23/2003 000883 MONTELEONE EXCAVATING
Citywide Sandbagging for erosion cont
Construct 3 desilting ponds:Santiago
Remove debris/silt:Calle Medusa Chnl
Amount Paid
113.66
14,160.00
-180.00
190.57
75.00
48.49
15.00
16,868.33
2,520.83
-20.83
311.97
48.12
1,333.95
658.40
240.00
64.56
528.00
371.00
459.45
362.63
832.40
9,500.00
7,500.00
4,500.00
Check Total
113.66
13,980.00
190.57
75.00
48.49
15.00
16,868.33
2,500.00
311.97
48.12
1,333.95
658.40
240.00
64.56
899.00
822.08
832.40
21,500.00
Pages
apChkLst Final Check List Page: 7
10123/2003 10:38:39AM CiTY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87271 10/23/2003
87272 10/23/2003
87273 10/23/2003
87274 10/23/2003
87275 10/23/2003
87276 10/23/2003
87277 10/23/2003
87278 10/23/2003
87279 10/23/2003
87280 10/23/2003
87281 10/23/2003
87282 10/23/2003
87283 10/23/2003
87284 10/23/2003
87285 10/23/2003
87286 10/23/2003
87287 10/23/2003
87288 10/23/2003
002105 OLD TOWN TIRE & SERVICE
004934 P S MANAGEMENT INC
004852 PACIFIC PROFILES GROUP
(Continued)
Description
City vehicle maJntJrepair svcs
City vehicle maintJrepair svcs
H.H. Anniversary Celebr. Vol. Shirts
Leadership Acad:HafeliNar. City Staff
Credit:Incorrectly Bi[led:inv# 1469
004538 PAULEY EQUIPMENT COMPAN var park sites equipment rental
001958 PERS LONG TERM CARE PROG PERS Long Term Care Payment
000249 PE1TY CASH Petty cash reimbursement
000580 PHOTOWORKS OFTEMECULA Film/Photo Dev.:Land Dev.
004515 PLASTIC LUMBER COMPANY I Replace Street Sign Arms: PW
002185 POSTMASTER - TEMECULA Bulk Mailing:Sports League Letters
002483 PRO TECH SERVICES/PARTS D repair/clean T.E.S. pool heater
004029 R J M DESIGN GROUP INC
004457 R J NOBLE COMPANY
000262 RANCHO CALIF WATER DIST
000947 RANCHO REPROGRAPHICS
065062 RAWLINGS, PHIL
004843 REGAL PLASTICS
002110 RENTAL SERVICE CORPORATI
006759 RICHIES REAL AMERICAN DIN
Aug prof svcs:Wolf Crk Sports Comple
Sept Prgs Prat:Pavement Imprv
Release 5% retention:Pavement Impr
Various water meters
Dup. Blueprints:TR 29928-1:B&S Dept
Reimb:Pals Course:9/22-23/03
4 X 8 X 1/2 Gator Board:Museum
Equip rental for PW Maint Div
Equip rental for PW Maint Div
High Hopes Anniversap/Celebration
Amount Paid Check Total
534.95
33.88 568.83
192.76 192.76
11,400,00
-1,400.00 10,000.00
232.37 232.37
227.08 227.08
149.81 149.81
368.45 368.45
223.80 223.80
515.50 515.50
400.00 400.00
61,758.03 61,758.03
365,583.74
29,514.93 395,098.67
9,877.76 9,877.76
121.18 121.18
108.53 108.53
253.02 253.02
21.44
9.44 30.88
660.00 660.00
Paget
apChkLst Final Check List Page: 8
10/23/2003 10:38:39AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87289 10/23/2003
87290 10/23/2003
87291 10/23/2003
87292 10/23/2003
87293 10/23/2003
87294 10/23/2003
87295 10/23/2003
000418 RIVERSIDE CO CLERK &
000357 RIVERSIDE CO
003544 ROBERT SHEA PERDUE REAL
006923 RUEDA, ROBERT
004598 S T K ARCHITECTURE iNC
005227 SAN DIEGO COUNTY OF
006815 SAN DIEGO, COUNTYOF
(Continued)
Description
Aperture card duplicates:PW
fy 03/04 1st qtr traffic sgnl/light
Appraisal Fee:Hwy 79S/Pschanga
Refund:Sec. Deposit: 10/04/03
Jul-Aug dsgn svcs:Wolf Crk Fire Stn
Support Payment
Support Payment
87296 10/23/2003 004562 SCHIRMER ENGINEERING COR Jul-Aug Fire Prey Plan Ck Svcs
87297 10/23/2003 000645 SMART & FINALINC
87298 10/23/2003 002718 SO CALIF CITY CLERKS ASSN
87299 10/23/2003 000537 SO CALIF EDISON
87300 10/23/2003 001212 SO CALIF GAS COMPANY
87301 10/23/2003 000293 STADIUM PIZZA
87302 10/23/2003 005906 STANDIFIRD, SHIRLEY
87303 10/23/2003 001546 STRAIGHT LINE GLASS INC
87304 10/23/2003 003599 T Y LiN INTERNATIONAL
Microwave for CRC
Teen Prgm Supplies
Sister Cities Prgm Supplies
High Hopes Prgm Supplies
TCC Recreation Supplies
S.C.C.C.A. Mtg:G.FIores:10/23/03
Sept 2-00-397-5059 Various Mtrs
Oct 2-25-393-4681 TES Pool
Oct 2-24-817-8717 Old Kent Prk
Oct 2-24-628-8963 Btrfld Stage
Sept City Facilities gas mtrs
rfrshmnts:Skaters Challenge:10/11
TCSD Instructor Earnings
Res Imp Prgm: Weber, Bennett & Klm
Sept Constr. Support:R.C.Bridge Wide
Amount Paid
25.45
34,860.00
3,500.00
70.00
774.69
68.60
12.50
3,450.00
276.29
160.60
105.50
41.87
39.60
70.00
1,918.76
422.60
172.96
22.26
2,372.21
140.00
436.00
969.72
1,705.30
Check Total
25.45
34,860.00
3,500.00
70.00
774.69
68.60
12.50
3,450.00
623.86
70.00
2,536.58
2,372.21
140.00
436.00
969.72
1,705.30
Page~
apChkLst Final Check List Page: 9
10123/2003 10:38:39AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor
87305 10/23/2003 000305 TARGET STORE
(Continued)
Description
Sister Cities Prgm Supplies
TCSD Halloween Rec. Supplies
Amount Paid
87306 10/23/2003 005985 TECHNOLOGY INTEGRATION G ComputerandPrinterSupplies
Computer and Printer Supplies
73.80
22.82
1,178.76
180.85
87307 10/23/2003 006465 TEMECULA AUTO REPAIR
87308 10/23/2003 006914 TEMECULA COPIERS INC.
87309 10/23/2003 000919 TEMECULAVALLEYUNIFIEDS
87310 10/23/2003 003633 TOLL ROADS, THE
87311 10/23/2003 006192 TRISTAFFGROUP
87312 10/23/2003 002065 UNISOURCE
Paramedic Vehicle repair/maint svcs
Sept Copier Usage Charges:City Hall
Jul-Aug City vehicles fuel usage
Sept City vehicles fuel usage
JuI-Sep City Vehicle Toll Road Usage
temp help w/e 10/05 Bradley
paper supplies:TCSD special events
2,855.63
4,738.32
1,305.73
352.27
54.16
520.00
552.12
87313 10/23/2003 005581 UNITED STATES MARINE CORP '02 holiday parade transpo~lation
87314 10/23/2003 000325 UNITEDWAY
87315 10/23/2003 004261 VERIZON CALIFORNIA
87316 10/23/2003 004848 VERIZON SELECTSERVICES I
87317 10/23/2003 006612 WEATHERPROOFING TECH, I
87318 10/23/2003 003730 WESTCOASTARBORISTSINC
87319 10/23/2003 003835 WESTCOASTSUPPLY
United Way Charities Payment
Oct xxx-1941 PTA CD TTACSD
Oct long distance phone svcs
CRC prev. roof maint, svcs
Citywide Tree Trimming/Removal Svc
PW Maint Div. Supplies
87320 10/23/2003
87321 10/23/2003
87322 10/23/2003
006932 WESTERN FINANCIAL MANAGE Fac. Imprv. Prgm:O.T.Tem. Salon/Spa
000341 WILLDAN ASSOCIATES INC Aug Traffic Review Study
003776 ZOLL MEDICALCORPORATION Paramedic Supplies
300.00
253.30
59.32
1,649.76
2,920.00
964.00
216.97
7,000.00
5,760.00
479.00
Check Total
96.62
1,359.61
2,855.63
4,738.32
1,658.00
54.16
520.00
552.12
300.00
253.30
59.32
1,649.76
2,920.00
964.00
216.97
7,000.00
5,760.00
479.00
Page9
apChkLst Final Check List Page: 10
10/23/2003 10:38:39AM CITY OF TEMECULA
Sub total for UNION BANK OF CALIFORNIA: 944,453.05
Page:l 0
ITEM 4
TO:
FROM:
DATE:
SUBJECT:
APPROVAL
CITY ~
DIRECTOR OF FINANCE ~L-
CITY MANAGER Z~'~-~'~-
CITY OF TEMECULA
AGENDA REPORT
City Manager/City Council
Genie Roberts, Director of Finance~
November 18, 2003
City Treasurer's Report as of September 30, 2003
PREPARED BY:
Pascale Brown, Senior Accountant
RECOMMENDATION:
September 30,2003.
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 September 30,2003.
FISCAL IMPACT: None
Attachments: City Treasurer's Report as of September 30, 2003
Cash Activity for the Month of September:
Cash and Investments as of Seplember 1, 2003
Cash Receipts
Cash Sisbursemen{s
Cash and InvestmeMs as of September 30, 2003
Type of Investmen~
City of Temecula
City Treasurer's Report
As of September 30, 2003
Instilution Yield
$ 100,547,686
5,253,996
$ 99,890,188
Par/Book
Balance
Petty Cash
General Checking
Flex Benefit Demand Deposits
Local Agency Investmenl Fund
Federal Agency- Callable
Federal Agency Callable
Federal Agency- Callable
Federal Agency- Callable
Federal Agency- Callable
Federal Agency- Callable
Federal Agency- Callabre
Federal Agency- Callable
Federal Agency- Callable
Checking Account - Parking Cilations
Certgicate of Deposil - Retention Escrow
Delinquency Maintenance Account - CFD 88 12
(Money Market Accounl)
Delinquency Maintenance Account - CFD 88-12
(Investmenl Agreement)
Delinquency Maintenance Account - CFD 88-12
(Money Market Account)
Reserve Fund - CFD 88-12
(Investment Agreemenl
Reserve Account - CFD 88-12
(Money Market Accoun
Special Tax Fund - CFD 01-2
(Money Market Accoun
Admin Expense Fund - CFD 01-2
(Money Market Accoun
Vanable Bond Fund CFD 01-2
(Money Market Accoun
Capilal Interesl Fund - OFD 01-2
(Money Market Accounl
Interesl Differential Fund - CFD 01-2
(Money Market Accounl
Capital Improvemenl Fund - CFD 01-02
(Money Market Accounl
Capital Interest Fund - CFD 03-1
(Money Market Accounl
Resen~e Fund - CFD 03-1
(fnvestment Agreement
Reserve Fund - CFD 03-1
(Money Market AccOunl
City Improvement Fund - CFD 03-1
(Money Market Account)
Cai Trans fmprovement Fund - CFD 03 1
(Money Market Accounl)
Acquisition Account Fund - CFD 03-1
(Money Markel Account)
Cost DJ Issuance Fund - CFD 03-1
(Money Market Account)
Interesl Account - RDA TABs
(Money Markel Account)
Reserve Account - RDA TABs
(Money Market Account)
Project Accounl - RDA TABs
(Money Market AccOunl)
Project AO::ounI-RDA TABs
(Local Agency Investmenl Fund)
Inslallment Payment Fund - TCSD COPs
(Money Markel Account)
Delivery Cost Fund - TCSD COPs
(Money Market Accounl)
Project Fund - TOSS COPs
(Money Markel Account)
ProJecl Fund - TOSS COPs
(Local Agency Investment Fund)
City Hall
Union Bank
Union Bank
Stale Treasurer-LAIF
Federal Home Loan Bank
Federal Home Loan Mortgage Co
Federal Home Loan Bank
Federal Home Loan Bank
Federal Home Loan Bank
Federal Home Loan Bank
Federal Home Loan Modgage CO
Federal Home Loan Bank
Federal Home Lean Bank
Union Bank
Community National Bank
US 8ank (Flint Am. Treasury)
CDC Funding Corp
U.S. Bank (Firsl Am Treasury)
CDC Funding Corp
U S Bank (First Am Treasury)
U.S. Bank =Jrst Am. ~rreasury)
US Bank :irst Am. Treasury)
US Bank :irst Am. Treasury)
US Bank, :ir'st Am Treasury)
U.S Bank~ =imt Am. Treasury)
US Bank ~ :irst Am. Treasury)
U.S Bank (First Am. Treasuw)
Federal Home Loans Bank
US Bank (First Am Treasury)
U S Bank (First Am Treasury)
US Bank (First Am Treasury)
U,S. Bank (First Am, Tre&$ury)
U s Bank (Filet Am Treasury)
U S Bank (Firsl Am Treasury)
US Bank (Fi[st Am Treasury)
U.S. Bank (Flint Am Treasury)
State Treasurer-LAIF
US Bank (Fi[st Am. Treasury)
US Bank (First Am Treasury)
US. Bank (Fgst Am Treasury)
Sta~e Treasurer-LAIF
n/a
I 835
2 250
2 000
1885
2250
2.500
3530
2 000
3 020
3.350
n/a
n/a
0490
5430
0490
5 430
0 490
0490
0490
0490
0490
0.490
0 490
0490
3490
0 490
0490
0490
0490
0 490
0 470
0470
0490
1.635 %
0.490 %
0490 %
0490 %
1635 %
05/22/2003
06/06/2003
06/26/2003
06/26/2003
07/16/2003
08/05/2003
08/04/2003
09/30/2003
09/12-/2003
06/19/2006
06/30/2006
01/23/2006
07/24/2006
08/14/2006
02/28/2007
08/28/2006
03/30/2006
09/12/2006
09/01/2017
09/01/2007
1,001,560
996,870
1,000,630
2,002,500
2,008,120
2,001,880
1,004,060
1,003,750
$ 1,500
2,324,426
6,121 (1)
60,183,386 (2)
1,000,000
1,000,000
1,000,000
1,000,000
2,000,000
2,000,000
2,000,000
1,000,000
1,000,000
3,610
85,106
500,000
497,606
41,817
448,078
473,280
2,743
53,795
130,845
4,613,945
44,554
860,000
4,559
1,502,750
1,000,299
2,289,308
132,139
2OO
8,024,425
361,000
2
9,480
2,763,750
$ 99,890,188
(2) Al Seplember 30, 2003 Iotal markel value CncludJn9 accrued interest) for the Local Agency Inveslment Fund (LAIF) was $53,987,491,567 The City's proportiansle share
of that value is $60,282,945
All investments are liquid and currently available
ITEM 5
APPROVAL
CITY ATTORNEY
DIRECTOR OF FINANOE~_
CITY MANAGER ~/~1
TO:
FROM:
DATE:
SUBJECT:
CITY OF TEMECULA
AGENDA REPORT
City ManagedCity Council
Genie Robeds, Director of Finance
November 18, 2003
Liability Insurance Renewal
PREPARED BY: Gus Papagolos, Fiscal Services Manager
RECOMMENDATION: That the City Council:
1 ) Approve the City of Temecula Liability Insurance Policy Renewal with Clarendon America Insurance
Company/Arch Specialty Insurance Company, in the amount of $279,984 for general and excess liability
insurance for the period of December 1, 2003, through December 1,2004.
DISCUSSION: In preparation for the City's Liability Insurance Policy renewal with Clarendon
America Insurance Company expiring on December 1, 2003, staff requested that the City's insurance
broker, CaI-Surance, market the City's general liability insurance. In response to this request, CaI-Surance
obtained several proposals from the following companies in the amounts listed below. These premiums
have been quoted with a minimum self-insured retention (SIR) of $150K and range up to $200K. Genesis
Insurance Company, was unwilling to provide a quote with a self-insured retention under $200,000. Two
insurance companies, American International Group Companies (AIG), and Discover Reinsurance
Company would not quote a premium with self-insured retentions below $250,000 and $350,000,
respectively.
Clarendon America Insurance Company
General Liability $5mil Excess Liability $5mil
Genesis Insurance Company
General Liability $5mil Excess Liability $5mil
Coregis Insurance Company
General Liability $5mil
$150K SIR $200K SIR
$ 279,984
Not Quoted $ 307,795
Declined to Compete With Other Carries
Quoting
American International Group Companies, AIG
(Insurance Company at the State of Pennsylvania)
General Liability $5mil
Discover Reinsurance Company
General Liability $5Mil
Will Not Quote SIR Under $250,000
Will Not Quote SIR Under $350,000
Clarendon America Insurance Company, the City's insurance carrier for the current year, has an "A" rating
with a financial size category of X. Arch Specialty Insurance Company has an "A-" rating with a financial
size category of XII. This proposal by Clarendon America Insurance Company/Arch Specialty Insurance
Company is coverage for $10 million per occurrence and $10 million aggregate for a fixed premium of
$279,984. The total liability premium of $279,984 is broken down between general liability ($214,500) and
excess liability ($65,484). This proposal covers the entire year, regardless of changes in the City's
operating status.
Considering the City's increasing exposure associated with growth and increased activities, staff
recommends that the City accept the Clarendon Amedca Insurance Company/Arch Specialty Insurance
Company proposal. The below schedule of past years' general and excess liability insurance premiums
are provided for your review:
1993 1994 1995 1996 1997 1998 1999
Premium $103,000 $98,633 $90,966 $92,205 $92,761 $71,283 $72,750
Policy Limits $5 Mil $5 Mil $5 Mil $10 Mil $15 Mil $20 Mil $20 Mil
2000 2001 2002 2003
Premium $102,999 $140,291 $268,217 $ 279,984
Policy Umits $20 Mil $15 Mil $10 Mil $10 Mil
The above premium history shows a tightening liability insurance marketplace following a very favorable
period between the years 1996 to 1999. However, the current premium in comparison with premiums paid
in 1993 to 1995 is still competitive, when taking into consideration the policy limit of $5 million versus the
current policy limit of $10 million and the City's growth. This amount is $7,016 under the Fiscal Year
budgeted amount and is a modest increase of 4.3% from last year's premium.
Genesis Insurance Company has provided the second most competitive proposal but can only provide an
SIR of $200,000 per occurrence. The City has been able to maintain the SIR level of $150,000 over the
past two years. Before the City increases the SIR to $200,000 or higher, staff will investigate additional
insurance options.
Based on the information provided herein, staff recommends that the City renew general liability coverage
with Clarendon America Insurance Company/Arch Specialty Insurance Company for coverage, from
December 1, 2003, through December 1, 2004, for an annual premium of $279,984 with a self-insured
retention of $150,000. The self-insured retention of $150,000 is at the same level as last year and is the
lowest available to the City.
FISCAL IMPACT: Sufficient funds have been budgeted in the Fiscal Year 03-04 Insurance Fund.
Attachment: Clarendon America Insurance Company/Arch Specialty Insurance Company Proposal
F I N;~NCE / PAPACY/I NS UPJ~NC E / R ENEWA 03 .ANG
CLARENDON AMERICA INSURANCE COMPANY/ARCH SPECIALTY INSURANCE
COMPANY
TERM: December 1,2003 - December 1, 2004
FORMAT: Occurrence
NAMED INSURED: City of Temecula
Temecula Community Services District
Redevelopment Agency of the City of Temecula
Winchester Hills Financing Authority
Temecula Public Facilities Financing Corporation
Temecula Public Financing Authority
SELF-INSURED RETENTION (SIR) $150,000
TOTAL LIMITS/COVERAGE $10,000,000
CLARENDON AMERICAN INSURANCE
MUNICIPAL GENERAL LIABILITY OVER SIR
$5,000,000 Occurrence/S5,000,000 Aggregate
PUBLIC OFFICIAL'S ERRORS & OMISSIONS OVER SIR
$5,000,000 Occurrence/Aggregate
MUNICIPAL AUTOMOBILE LIABILITY OVER SIR
$5,000,000 Occurrence/No Aggregate
$214,500
INCLUDED
INCLUDED
ARCH SPECIALTY INSURANCE COMPANY
EXCESS FOLLOWING FORM OVER
(GENERAL LIABILITY, ERRORS & OMISSIONS, AND AUTOMOBILE)
$5,000,000 Occurrence/Aggregate
TOTAL COMBINED ANNUAL PREMIUM COST
65,484
279.984
FINANCE/PAPACG/INSUP. ARCE/RENEWA 03 .ANG
ITEM 6
APPROVAL ~r~,j~~-
CITY ATTORNEY /~
DIRECTOR OF FINANCE ~
CITY MANAGER /3~~} '-'
'/-
TO:
FROM:
DATE:
SUBJECT:
CITY OF TEMECULA
AGENDA REPORT
City ManagedCity Council
James Domenoe, Chief of Polic~)/
November 18, 2003
Pumhase of Police Motorcycles
RECOMMENDATION: That the City Council:
Approve the purchase of three 2004 "Police Road King" motomycles from Quaid Harley
Davidson for a total amount of $62,177.64;
Appropriate an additional $33,000 to Police Department budget for the purchase of the third
motorcycle with equipment.
BACKGROUND: On August 28, 2003, the City Council authorized the Police Department to
add two additional motorcycle enforcement officers to enhance red light violation enfomement. These
two officers will need to be equipped with motomycles in order to perform their duties. The third
motorcycle will replace a 1999 Kawasaki Police motomycle that has roached the end of its service life.
In October 2002, a review was conducted of motomycles generally used for police service. Reviewed
were the BMW, Harley Davidson and Kawasaki and many factors were considered. Quaid Harley
Davidson was determined to be the most cost effective option because of the performance factors and
the "buy back" program. After considering the pumhase-back program with Quaid Harley Davison, the
net cost to the City is $29,177.64 for all three motomycles. Essentially, all three motorcycles will be
purchased back from the City after three years for a total amount of $33,000. A request for quote was
sent to three (3) Harley Davidson authorized dealers. Staff was in communication with all of the vendors
to ensure a complete understanding of the RFQ and bid process. Additionally, the location of the Quaid
dealership allows for prompt service for any scheduled or unscheduled repairs.
The additional appropriation of $33,000.00 will include the pumhase of the third Police Motorcycle at a
cost of $20,725.88 plus a police radio, emergency lighting, siren and complete installation of all
emergency equipment totaling $12,274.12. The below information contains the bid price from each
dealership and the motorcycle cost after buy back from the three vendors.
Vendor Model
Quaid Hadey Davidson
Skip Fordyce Motorcycle Center
Harley Davidson-Anaheim
(no buy back)
Agenda Reports\Police Motorcycle Purchase
Purchase Price Cost After Buy Back
Police Road King $20,725.88 $ 9,725.88
Police Road King $21,376.63 $12,376.63
Police Road King $24,995.00 $24,995.00
FISCAL IMPACT: Adequate funds exist within the 2003-04 police department budget to purchase
two motorcycles. An additional appropriation of $33,000 will be required to cover the cost of the third
motomycle along with the radio and emergency equipment and installation.
A'I-rACHMENTS: Motorcycle Vendor List
Agenda Reports~Police Motorcycle Purchase
Motorcycle Vendor List
Harley-Davidson
Anaheim-Fullerton
2635 W. Orangethorpe Ave,
Fullerton, CA 92833
Skip Fordyce Motorcycle Center
7840 Indiana Ave,
Riverside, CA 92504
Quaid-Temecula Harley-Davidson
28822 Front St, #205-207
Temecula, CA 92590
Agenda Reports~Police Motorcycle Purchase
ITEM 7
TO:
FROM:
DATE:
SUBJECT:
APPROVAL
CITY ATTORNEY
DIRECTOR OF FINANCE
CITY MANAGER
ClTY OFTEMECULA
AGENDA REPORT
ty Manager/City Council
illiam G. Hughes, Director of Public Works/City Engineer
November 18, 2003
Acceptance of Cedain Public Streets into the City-Maintained Street
System within Various Tracts of the Temeku Hills Subdivision
PREPARED BY: ¢~tRonald J. Parks, Deputy Director of Public Works
~f...Steve Charette, Associate Engineer
RECOMMENDATION: That City Council adopt a resolution entitled:
RESOLUTION NO. 2003-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING CERTAIN PUBLIC STREETS INTO THE
CITY-MAINTAINED STREET SYSTEM WITHIN TEMEKU HILLS
SUBDIVISION
BACKGROUND: Tracts 23371-1 through 23371-5 were approved by City Council
and duly recorded in the Official Records of the Recorder of the County of Riverside. The
owner of each of these tracts chose to retain all interior streets, and so designated private
streets on the final maps. On December 10, 1996 the City Council accepted offers of dedication
of right of way for street purposes for Tracts 23371-1 through 23371-5. On January 16, 1997,
the County Recorder of the County of Riverside recorded the offers of dedication for street
purposes as Instrument No. 015934. Subsequent Tract Maps 23371-6 through 23371-14 and
Tracts 28482- 2 & 3, 28526-F and 29033-F within the Temeku Hills subdivision were recorded
with the streets dedicated for public use as a part of each map.
Under the provisions of Resolution No. 99-110, the City Council authorized the Director of
Public Works/City Engineer to accept public improvements as completed on behalf of the City of
Temecula. The Public Works Director has accepted the public improvements for certain tracts
within the Temeku Hills Subdivision as listed in Exhibit "A" and directed the City Clerk to reduce
the Faithful Performance Bond to the one-year Warranty level for each tract. Exhibit "A" of the
attached Resolution lists the remaining tract maps within the Temeku Hills development which
require acceptance into the City-Maintained System. Streets for Tracts 23371-1, 2, 5, 6 and 7
have been previously accepted into the City-Maintained System.
FISCAL IMPACT:
to 8 years.
Periodic surface and / or structural maintenance will be required every 5
1
R:~AGENDA REPORTS~003\111803\Temeku Hills - StreetAcceptance.doc
ATTACHMENT:
1. Resolution No. 2003-
2. Vicinity Map
with Exhibit "A"
2
R:~AGENDA REPORTS~003\I 11803\Temeku Hills - StreetAcceptance.doc
RESOLUTION NO. 2003-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING CERTAIN PUBLIC STREETS INTO THE
CITY-MAINTAINED STREET SYSTEM (WITHIN TEMEKU HILLS
SUBDIVISION)
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND
ORDER AS FOLLOWS:
WHEREAS, On December 10, 1996, the City Council of the City of Temecula accepted
offers of dedication of right of way for street purposes made by the developer within Tract Nos.
23371-1 through 23371-5 of the Temeku Hills subdivision as separate document recorded on
January 16, 1997 as Instrument No. 015933;
WHEREAS, The City Council of the City of Temecula accepted offers of dedication of
certain lots for street and public utility purposes made by the developer within the Temeku Hills
subdivision for Tract Nos. 23371-6 through 14 and Tracts 28482- 2 & 3, 28526-F and 29033-F
within the Temeku Hills subdivision as a part of each map;
WHEREAS, The subdivision maps described therein have been duly recorded in the
Official Records of the Recorder of the County of Riverside;
WHEREAS, pursuant to Section 1806 of the Streets and Highways Code, streets
constructed by a developer as part of a subdivision, must be accepted into the City-Maintained
Street System;
WHEREAS, The Public Works Director/City Engineer accepted the completed public
improvements for certain various tracts within the Temeku Hills Subdivision on behalf of the City
of Temecula;
WHEREAS, Exhibit "A" lists tract maps, which dedicate certain specified land and
improvements to the City for street and public utility purposes. With respect to each parcel of
land that contains street and/or public utility improvements listed on Exhibit "A" (the "Streets"),
the City Council specifically finds that:
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Temecula
hereby accepts into the City-Maintained Street System the streets and portions of streets
offered to and accepted by the City of Temecula described in Exhibit "A" attached hereto.
PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula at
a regular meeting held on the 18th day of November, 2003.
Jeffrey E. Stone, Mayor
ATTEST:
Susan W. Jones, CMC, City Clerk
3
R:~,GENDA REPORTS~003\I 11803\Temeku Hills - StreetAcceptance.doc
SEAL
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
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 18th day of November, 2003, by the following
vote:
AYES:
NOES:
ABSENT:
0 COUNCILMEMBERS:
0 COUNCILMEMBERS:
0 COUNCILMEMBERS:
Susan W. Jones, CMC, City Clerk
4
R:~AGENDA REPORTS~003\111803\Temeku Hills - StreetAcceptance.doc
EXHIBIT "A" TO RESOLUTION NO. 2003-
Accepting several public streets offered to and accepted by the City of Temecula into the City-
Maintained Street System as described below:
Official Records of
~ounty of Riverside)
Tract/Parcel Map Book / Lot
Map Number Page Number No. Street Name (with boundaries)
TM23371-3(A) 222/99-113'* C
TM23371-3(B)
D
E
H
I
J
K
L
M
N
V
W
222 / 99-113'* O
TM23371-4 223 / 1-9'*
288 / 64-69
272 / 77-83
TM23371-8
TM23371-9
TM23371-10
272 / 84-88
P
Q
R
S
T
U
A
B
E
F
G
D
E
F
G
A
C
D
B
Honors Drive (from Brassie Lane to Crystalaire
Drive)
Honors Drive (from Vardon Drive to Brassie Lane
Honors Drive (from Margarita Road to Vardon
Drive)
Brassie Lane (from Crystalaire Drive to Rough
Way)
Fore Way (from Brassie Lane to Mashie Way)
Mashie Way (from Rough Way to cul-de-sac end)
Mashie Way (from Rough Way to Balata Drive)
Mashie Way (from Balata Drive to end of cul-de-
SaC)
Balata Drive (from Mashie Way to street knuckle)
Balata Drive (from Honors Drive to street knuckle)
Brassie Lane (from Fore Way to Honors Drive)
Honors Drive (from Crystalaire Drive to Honors
Drive)
Vardon Drive (from Honors Drive to Tract
boundary)
Bunker Drive (from Vardon Drive to Driver Lane)
Driver Lane (from Honors Drive to Tract boundary)
Bunker Drive (from Driver Lane to Brassie Lane)
Brassie Lane (from Honors Drive to Bunker Drive)
Rough Way (from Iron Circle to Brassie Lane)
Iron Circle
Vardon Drive (from cul-de-sac end to Tract
boundary)
Driver Lane
Wedge Way
Niblick Road (from Brassie Lane to Wedge Way)
Eagle Court
Putter Circle
Brassie Lane (from Niblick Road to Honors Drive)
Branford Drive
Medinah Way
Ashburn Road
Bellerive Court
Temeku Drive (from Gleneagles Drive to La Serena
Way)
Oak Hill Drive
Berkshire Lane
Pine Tree Circle
Oak Hill Drive (from Pine Tree Circle to Tract
boundary)
Pine Tree Circle (from Oak Hill Drive to Tract
boundary)
5
R:~AGENDA REPORTS~2003\I 11803\Temeku Hills - StreetAcceptance.doc
TM23371-11
314/13-24
C
A
B
C
D
E
F
G
H
J
K
L
TM23371-14 271 / 85-88 A
B
TM23371-F 288 / 70-75 A
B
C
D
TM28482-2 290 / 37-44 A
B
C
D
E
F
La Serena Way (from MWD easement to Tract
boundary)
La Serena Way (from Temeku Drive to Tract
boundary)
Meadows Parkway (from Spyglass Hill Lane to
Tract boundary)
Essex Court
Cog Hill Drive
Sea Island Court
Crooked Stick Drive
Otter Creek Circle
Seminole Street
Spyglass Hill Lane (east of Seminole Street)
Spyglass Hill Lane (west of Seminole Street)
Meadow Brook Way
Congressional Drive (from Temeku Drive to cul-de-
sac)
Inverness Court
Laurel Valley Circle
Firestone Street
Gleneagles Drive
Royal Dorinoch Court
Winged Foot Street
Rancho California Road (within Tract boundary)
Delmonte Street (south of Sand Hill Lane)
Delmonte Street (north of Sand Hill Lane)
Sand Hill Lane (from Delmonte Street to Tract
boundary)
Dunes Court
Pacific Grove Way (from Delmonte Street to
Somerset Hills)
TM28482-3 294/94-102 A Meadows Parkway (from Royal
Royal Birkdale Drive)
B Royal Oaks Drive
C Slice Way
D Pennant Court
E Somerset Hills
F Lakeridge Court
G Monterey Place
TM28526-F 276 / 20-24 A Crystalaire Drive
TM29033-F 279 / 19-24 A Sunningdale Drive
Oaks Drive to
** Streets accepted into the City-Maintained System as offers of dedication by separate
instrument
6
R:~AGENDA REPORTS~O03\I 11803\Temeku Hills - StreetAcceptance.doc
'1-
X
LIJ
,,/
-/
ITEM 8
APPROVAL
CITY ATTORNEY
DIRECTOR OF FINAN~CE
CITY MANAGER
TO:
FROM:
DATE:
SUBJECT:
CITY OF TEMECULA
AGENDA REPORT
. City ManagedCity Council
"i/~g [William G. Hughes, Director of Public Works/City Engineer
November 18, 2003
Authorize Temporary Street Closures for Temecula's Electric Light Parade
on December 4, 2003, and Delegate Authority to issue Special Events/Street
Closures Permit to the Director of Public Works/City Engineer
Ronald J. Parks, Deputy Director of Public Works
PREPARED BY: ~r
.~.
Steve Charette, 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, AUTHORIZING TEMPORARY STREET CLOSURES
FOR JEFFERSON AVENUE AND ABUTFING STREETS FROM
RANCHO CALIFORNIA ROAD TO OVERLAND DRIVE AND ALSO
THE LOW FLOW CROSSING AT VIA MONTEZUMA AT DIAZ
ROAD FOR TEMECULA'S ELECTRIC LIGHT PARADE ON
DECEMBER 4, 2003, AND AUTHORIZING THE DIRECTOR OF
PUBLIC WORKS/CITY ENGINEER TO ISSUE A SPECIAL EVENTS
PERMIT INCLUDING STREET CLOSURES.
BACKGROUND: A temporary street closure on Jefferson Avenue between Rancho
California Road and Overland Drive is necessary to protect participants and viewers at the
Temecula Electric Light Parade for a pedod of a few hours beginning at approximately 6:15 PM on
Thursday, December 4, 2003. The parade route will be on Jefferson Avenue between Del Rio Road
and Overland Drive. However, the portion of Jefferson Avenue between Rancho California Road
and Del Rio Road will also be closed to allow for controlled VIP parking. Other streets will also
require temporary street closure to facilitate staging and de-staging. These streets include Del Rio
Road, Calle Cortez, Las Haciendas Street, Commerce Center Drive, Via Montezuma between
Jefferson Avenue and Diaz Road including the Iow flow crossing through Murrieta Creek, and
Overland Drive west of Jefferson Avenue. The roads will re-open shodly after the parade is over
with the signal timing re-established. This would minimize traffic effects.
Under Vehicle Code Section 21101, "Regulation of Highways", local authorities, for those highways
under their jurisdiction, may adopt rules and regulations by ordinance or resolution for, among other
instances, "temporary closing a portion of any street for celebrations, parades, local special events,
and other purposes, when, in the opinion of local authorities having jurisdiction, the closing is
1
R:~AGENDA REPORTS~003\111803\TEMECULA ELECTRIC LIGHT PARADE.doc
necessary for the safety and protection of persons who are to use that portion of the street dudng
the temporary closing".
The City Council adopted Resolution No. 91-96 on September 10, 1991, which provided standards
and procedures for special events on public streets, highways, sidewalks, or public rights-of-way.
This resolution set forth processes for staff reviewing applications, denying approval or approving
subject to conditions including events requiring changes in normal traffic patterns, and an appeal
process to the City Manager. However the resolution did not delegate authority to temporarily close
streets for these special events.
The subject resolution delegates the authority to approve temporary street closures for the
Temecula Community Services Department sponsored "Temecula Electric Light Parade" to the
Director of Public Works/City Engineer. All other special events requiring temporary street closures,
construction-related closures, etc, shall remain subject to the approval of the City Council subject to
rules and regulations established by the City Council. These rules and regulations shall also be
adopted by resolution in accordance with California Vehicular Code Section 21101.
FISCAL IMPACT: The costs of police services, and for provision, placement, and retrieval of
necessary warning and advisory devices by the City Maintenance Department, are included in
budgetary items.
ATrACHMENTS:
Resolution No. 2003-
Special Event Permit Application
Parade Route and Limits of Road Closure
2
R:~AGENDA REPORTS~003\I 11803\TEMECULA ELECTRIC LIGHT PARADE.doc
RESOLUTION NO. 2003-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA, AUTHORIZING TEMPORARY STREET CLOSURES
FOR JEFFERSON AVENUE AND ABUTTING STREETS FROM
RANCHO CALIFORNIA ROAD TO OVERLAND DRIVE AND ALSO
THE LOW FLOW CROSSING AT VIA MONTEZUMA AT DIAZ
ROAD FOR TEMECULA'S ELECTRIC LIGHT PARADE ON
DECEMBER 4, 2003, AND AUTHORIZING THE DIRECTOR OF
PUBLIC WORKS/CITY ENGINEER TO ISSUE A SPECIAL EVENTS
PERMIT INCLUDING STREET CLOSURES.
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER
AS FOLLOWS:
WHEREAS, The California State Vehicle Code provides for the promulgation of rules and
regulations for the temporary closure of public streets by local authorities by Resolution; and
WHEREAS, the City Council desires to establish rules and regulations for the temporary
closure of public streets in the interest of promoting safety and protection; and
WHEREAS, The City of Temecula sponsors the annual "Temecula's Electric Light Parade",
for which such temporary street closures promote the safety and protection of persons using or
proposing to use that street or streets for the special event; and
WHEREAS, the City Council desires to facilitate the issuance of permission to temporarily
close public streets for this annual "Temecula's Electric Light Parader on Thursday, December 4,
2003; and
NOW, WHEREAS, the City Council desires to authorize the Director of Public Works/City
Engineer to approve temporary street closures including Jefferson Avenue from Rancho California
Road to Overland Drive, Del Rio Road, Calle Cortez, Las Haciendas Street, Commerce Center
Drive, Via Montezuma between Jefferson Avenue and Diaz Road including the Iow flow crossing
through Murrieta Creek, and Overland Drive west of Jefferson Avenue on Thursday, December 4,
2003 beginning at 6:15 PM for the annual "Temecula's Electric Light Parade", and to establish the
general rule that all other proposed temporary street closures shall be reviewed and approved
subject to conditions, or disapproved, by the City Council; and
THEREFORE, BE IT RESOLVED, that the City Council of the City of Temecula, hereby
authorizes the Director of Public Works/City Engineer to permit temporary street closures as stated
above for the annual "Temecula's Electric Light Parade" on Thursday, December 4, 2003, and
affirms the general rule that all other temporary public street closures shall be approved or denied
approval by the City Council.
PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula at a
regular meeting held on the 18th day of November, 2003.
ATTEST:
Jeffrey E. Stone, Mayor
Susan W. Jones, CMC, City Clerk
3
R:~AGENDA REPORTS~2003\111803\TEMECULA ELECTRIC LIGHT PARADE.doc
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )ss
CITY OF TEMECULA )
I, Susan W. Jones, CMC/AAE, City Clerk of the City of Temecula, California, do hereby certify that
Resolution No. 2003- was dulyand regularly adopted bythe City Council ofthe City of Temecula
at a regular meeting thereof held on the 18th day of November, 2003, by the following vote:
AYES: 0
NOES: 0
ABSENT: 0
COUNCILMEMBERS:
COUNCILMEMBERS:
COUNCILMEMBERS:
Susan W. Jones, CMC, City Clerk
4
R:~AGENDA REPORTS~2003\I 11803\TEMECULA ELECTRIC LIGHT PARADE.doc
PERMIT NUMBER
DATE APPLIED
CITY OF TEMECULA
SPECIAL EVENT PERMIT APPLICATION
(To be held on public streets, highways, sidewalks or public right-of-ways)
*** APPLICATIONS WITHOUT INSURANCE APPLICATION WILL NOT BE ACCEPTED ***
Applicant's Name: City of Temecula, Community Services Department
Applicant's Address:
P.O. Box 9033, Temecula, CA. 92589
Telephone No.:
Type of Event:
Purpose of Event:
909-694-6480 Fax No.:
~ Block Party
~ Major Special Event
909-694-6444
Number of Anticipated Participants:
Annual Eleclxic Light Parade
Date of Event:
Exact Location of Event:
Thursday, Dec. 4, 2003 Hours of Event: 5:00 p.nx - 11:00 p.rc~
Jefferson Ave. between Del Rio & Overland
Type / Nature of Vehicles, Equipment (if applicable):
Floats, cars, equestxian units
Sound System: [~ Yes ~ No
Type of Goods / Services to be Sold / Provided:
If Yes, Number & Range: Professionally done
Food products (only approved vendors)
Vendor's Name & Business Address, Telephone No.:
(If .4pplicable)
Security Plan for Event:
Temecula Police Department
The applicant hereby states that the above information is accurate under penalty or perjury. The Applicant agrees to fully
compensate the City of Temecula for any damage to public property, as well as to clean and otherwise restore the event to
the condition in which it existed p. rior to the conduct of the event.
Applicant's Nam~ (Please Print) Applicant's Signatur~ I i~ate
Updated AS Oi~ 7/1 f2003 PJ:LANDDEV/FO P..M S/ENCROACHM ENT PERMIT/Special Event Pe~it Application
Temecula's Electric Light Parade Route
SCHOOL BUS
ROAD CLOSURE PN~JNG
ITEM 9
TO:
FROM:
DATE:
SUBJECT:
APPROVAL
CITY ATI'ORNEY
DIRECTOR OF FINANCE'~;;j~y_~ I
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
City ManagedCity Council
~/~/~Villiam G. Hughes, Works/City Engineer
Director
of
Public
November 18, 2003
First Amendment to License Agreement with Electrend, Inc.
PREPARED BY: Beryl Yasinosky, Management Analyst
RECOMMENDATION: That the City Council:
Approve the First Amendment to License Agreement between the City of Temecula and
Electrend, Inc., for Use of Real Property, and authorize the Mayor to execute the
agreement.
2. Authorize the City Clerk to record the document.
BACKGROUND: On October 7, 1997, the City Council approved several resolutions
regarding the conveyance of certain easements and right-of-way agreements associated with
the 1-15/SR 79 South Interchange Project, including specific roadway improvements at the
intersection of Front Street and the proposed Western Bypass stub. As part of this project, it
was necessary for the City to relocate an EMWD lift station to a portion of City property along
the north side of the Western Bypass. In turn, the adjacent commercial property owner,
Electrend, Inc. (29115 Front Street), granted an access easement over its property to EMWD for
maintenance of their facility.
However, the configuration of the street improvements and the sewer lift station left a small part
of the Western Bypass right-of-way unused. This area was only large enough to accommodate
a few parking spaces and some landscaping. Pursuant to Resolution No. 97-108, the City
Council approved the "License Agreement Between the City of Temecula and Electrend, Inc.,
for Use of Real Property", which accommodates EMWD's need for access and parking; allows
Electrend to maintain landscaping and increase parking for its commercial property; and
provides for the use of City property that would otherwise remain vacant.
Subsequent to the approval of the aforementioned license agreement, the City acquired
approximately 4,000 square feet of additional right-of-way pursuant to the recordation of PM
28627-1. This right-of-way area is contiguous to the property that Electrend is currently
maintaining. As a result, Electrend desires to install and maintain landscaping improvements
within this area. Since this property would also remain vacant and unused, staff is
recommending that the City Council amend the agreement to allow Electrend to install and
maintain landscaping improvements pursuant to the terms and conditions of the existing
agreement. A copy of the amended agreement and exhibits are attached for your review.
1
R:Agenda Report~2003~l 118\Electrend,amendAgreement
FISCAL IMPACT: There are no fiscal impacts associated with the amendment of this
agreement to allow Electrend, Inc. to install and maintain the landscaping improvements within
the City right-of-way area adjacent to the Western Bypass. The City has approved the
landscaping plans and the installation of the improvements is currently under inspection by the
Public Works Department. The landscaping improvements will provide aesthetic benefits to the
area at no additional cost to the City.
ATTACHMENTS:
First Amendment to the License Agreement
Exhibit G-1
Exhibit H-1
2
R:Agenda Report~2003\l 118\Electrend.AmendAgreement
Recording requested by and when
Recorded, mail to:
City Clerk
City of Temecula
P.O. Box 9033
Temecula, CA 92589-9033
Exempt from Recording Fee per
Pursuant to Government Code
Sections 6103 and 27383
(Space above this line for Recorder's use)
CITY OF TEMECULA
FIRST AMENDMENT TO LICENSE AGREEMENT BETVVEEN
CITY OF TEMECULA AND ELECTREND, INC. FOR USE OF
REAL PROPERTY
THIS FIRST AMENDMENT is made and entered into as November 18, 2003 by and
between the City of Temecula, a municipal corporation ("City") and Electrend, Inc. ("Electrend").
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 October 7, 1997 the City and Electrend entered into that certain
agreement entitled "License Agreement Between the City of Temecula and Electrend, Inc. for
Use of Real Property" ("Agreement"), recorded December 5, 1997; Instrument No. 448141,
concerning the lease of certain right of way area adjacent to the Electrend parcel located at
29115 Front Street ("Agreement").
B. The parties now desire to expand the right of way area from the .053
acres indicated in the original Agreement to approximately .145 acres as set forth in this
Amendment.
3
R:Agenda Report~2003\1118\Elect~end.AmendAgreement
2. Section 2 of the Agreement entitled "Limited Right to Use City Right of Way" is
hereby amended to read as follows:
City hereby grants a license to Electrend to use approximately .145 acres of the
City Right of Way (hereafter the "Licensed Premises") for the purpose of installing
and maintaining landscaping improvements for the commercial businesses on the
Electrend Parcel, subject to the terms and conditions of this Agreement. The
Licensed Premises is more particularly described and depicted on Exhibits G-1
and H-l, attached hereto and incorporated herein as though set forth in full.
3. Exhibits G and H to the Agreement are hereby deleted from the Agreement and
replaced by new Exhibits G-1 and H-1 and added to the Agreement as set forth on Attachment
"A" to this Amendment, which is attached hereto and incorporated herein as though set forth in
full.
4. Except for the changes specifically set forth herein, all other terms and conditions
of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
ClTY OFTEMECULA
Jeffrey E. Stone, Mayor
ATTEST:
Susan W. Jones, CMC, City Clerk
Approved As to Form:
Peter M. Thorson, City Attorney
ELECTREND, INC., a California Corporation
Print or Type
4
R:Agenda Report~2003\1118\Electrend.Amend^greement
AGREEMENT EXHIBIT G-1
November 12, 2003
Sheet 1 of 1
LEGAL DESCRIPTION
FOR
PARCEL"A"
BEING A PORTION OF LOT 11 IN BLOCK 32 OF THE TOWN OF TEMECULA, IN THE COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS FILED IN BOOK 15, PAGE 726 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAN DIEGO COUNTY, AND ALSO BEING A PORTION OF THAT
PARCEL OF LAND GRANTED TO THE CITY OF TEMECULA IN DEED RECORDED FEBRUARY 14,
1997 AS INSTRUMENT NO. 050647 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
OF RIVERSIDE, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 11;
THENCE ALONG THE EASTERLY LINE OF SAID LOT 11 SOUTH 150 42' 22" EAST 6.59 FEET TO A
POINT ON A 387.00 FOOT RADIUS NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY, A
RADIAL LINE TO SAID POINT BEARS SOUTH 87° 07' 19" EAST;
THENCE LEAVING SAID EASTERLY LINE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 030 04' 27" AN ARC DISTANCE OF 20.76 FEET;
THENCE NON-TANGENT SOUTH 43° 10' 43" WEST 37.57 FEET TO A POINT ON A 844.00 FOOT
RADIUS NON-TANGENT CURVE, CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID POINT
BEARS NORTH 01° 36' 29" EAST;
THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE 080 54' 36" AN ARC
DISTANCE OF 131.25 FEET;
THENCE NORTH 74° 16' 41" WEST 111.59 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF
PARCEL 11;
THENCE SOUTH 740 16' 41" EAST 277.53 FEET TO THE POINT OF BEGINNING.
CONTAINS 6,098.40 SQUARE FEET OR .14 ACRES, MORE OR LESS. THE DESCRIPTION ALSO
BEING SHOWN ON THE ATTACHED "EXHIBIT B' AND THEREBY BEING MADE A PART HEREOF.
PREPARED UNDER MY SUPERVISION:
RONALD J. PARKS
DEPUTY DIRECTOR OF PUBLIC WORKS
REGISTERED CIVIL ENGINEER NO. 19744
EXPIRES 9-30-05
J. PARKS
No. 19744
R:~VLAHOS~.EGAL DESC 111203.d oc
AGREEMENT EXHIBIT H- 1
To Corona To Rivers/de
! To San D/ego
, ~ VICINITYMAP
PR~-PARED 8~.' ~.~ E,,. 09:~5~)2]IDRA~V BE' I EXHIBIT "B"
45200 BUSINESS PARK DRIVE /~F~.\k~".~' IDATE: !
[EMECUIA. CA. 92589 ~ ~ ~ NOV, 2005 ~ SHEE[ I OF 2
~ AGREEMENT EXHIB)tH-1 'L
\ BLOCK32 ~
\PARCEL $ TO WN OF TEMECULA \ xx
~ ~ M.B. 15/726~.D. CO. ~
~ - - BLOCK32 ~ .fi
LEGEND TO WN OF TEMECULA ~
P.O. 8. POINt OF BEG/NN/NG M.B. 15/726 S.D. CO. ~** ~
~co~o o~c~: ~ I~lorror TEMECUZA
OEPARrMENr OF PUBUC WORKS
Or fE~ECU~ CU~OS EXHIBIT B
~MECU~, ~. 92589 200~ SHEET 2 OF
ITEM 10
TO:
FROM:
DATE:
SUBJECT:
APPROVAL 17,~,, ~
CITY ATTORNEY ~ II
DIRECTOR OF FINANCE _.~Z._ll
CITY OF TEMECULA
AGENDA REPORT
City ManageflCity Council
/~William G. Hughes, Director of Public Works/City Engineer
November 18, 2003
Completion and Acceptance of Installation of Battery Back-Up System for
Traffic Signals Utilizing Light Emitting Diode (LED) Modules - Project No.
PW03-04
PREPARED BY:
Ali Moghadam, Principal Engineer
RECOMMENDATION: That the City Council:
1. Accept the Installation of Battery Back-Up System for Traffic Signals Utilizing Light Emitting
Diode (LED) Modules - Project No. PW03-04 as complete.
2. File a Notice of Completion, release the Performance Bond, and accept a one (1) year
Maintenance Bond in the amount of 10% of the contract.
3. Release the Materials and Labor Bond seven (7) months after filing of the Notice of Completion,
if no liens have been filed.
BACKGROUND: At the meeting of September 16, 2003, the City Council awarded the
construction contract to TDS Engineering in the amount of $139,786.00 and authorized the Mayor to
execute the contract.
The project consisted of furnishing and installing a 24-volt battery back-up system and enclosure at
thirty-seven (37) signalized intersections equipped with LED indications.
The contractor has completed the work in accordance with the approved plans and specifications
and within the allotted contract time to the satisfaction of the City Engineer. The construction
retention for this project will be released on or about 35 days after the Notice of Completion has
been recorded.
FISCAL IMPACT: Funds for this project are available in the Public Works Traffic Division, Traffic
Imprevement account. The total cost of the project was $139,786.00.
ATTACHMENTS:
1. Notice of Completion
2. Maintenance Bond
3. Contractor's Affidavit
1
R:~AGENDA REPORTS',2003\111803\PW03~34ACC E PT.DOC
RECORDING REQUESTED BY
AND RETURN TO:
CiTY CLERK
CiTY OF TEMECULA
P,O. Box 9033
43200 Business Park Drive
Temecula, CA 92589-9033
NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT:
1. The City of Temecula is the owner of the property hereinafter described. Nature of
Interest Vendee Under Contract.
2. The full address of the City of Temecula is 43200 Business Park Drive, Temecula,
California 92590.
3. A Contract was awarded by the City of Temecula to TDS Engineering, 2899 Agoura
Rd., Westlake Village, CA 91361 to perform the following work of improvement:
INSTALLATION OF BATTERY BACK-UP SYSTEM FOR TRAFFIC SIGNALS
UTILIZING LIGHT EMITTING DIODE (LED) MODULES
Project No. PW03-04
4. Said work was completed by said company according to plans and specifications and to
the satisfaction of the Director of Public Works of the City of Temecula and that said work was
accepted by the City Council of the City of Temecula at a regular meeting thereof held on November
18, 2003, That upon said contract the Fidelity and Deposit Company of Maryland was surety for the
bond given by the said company as required by law.
5. The property on which said work of improvement was completed is in the City of
Temecula, County of Riverside, State of California, and is described as follows:
Installation of Battery Back-Up System for Traffic Signals
Utilizing Light Emitting Diode (LED) Modules
Project No. PW03-04
The location of said property is: Various Traffic Signals Throughout, Temecula,
California
Dated at Temecula, California, this 18th day of November, 2003
City of Temecula
Susan W. Jones CMC, City Clerk
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones CMC, City Clerk of the City of Temecula, California and do hereby certify under
penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said
NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County
Recorder of Riverside by said City Council.
Dated at Temecula, California, this 18th day of November, 2003.
City of Temecula
Susan W. Jones CMC, City Clerk
R:\CIP\PROJ£CTS\PWO3\PW03-04 Battery Backup\COMPLETION NOTE.docProjects\PW03-04\Completion Note
Ol:lgp
TDS EMGIMEERIMG
8054940'757 p. 12
BOI~ (! 08591090
F.,XECU'[~D IN DUPLICA'I~
Premium for th!~ Ix, nd If~cluded
In charoe for Performance Bond.
Gl'rY* OF TEMECULA, PUBLIC WOFU(S DEPARTMENT
MAINTENANCE BOHD
FOR
PROJECT NO. PW03-04
INSTALLATION OF BATTERY BACK-UP SYSTEM FOR TRAFFIC SIGNALS
UTILIZING LIGHT EMITTING DIODE (LED) MODULES
KNOW ALL PERSONS BY THESE PRESENT THAT:
'/'DS ENGINEERING - 2899 AGOURA RD, //171, WgSTLAKE VILLAGE, CA 91361
NAME AND ADDRESS CONTRACTOR'S
a CORPORATION
(fi# in vvf~ther a Corporation, Paz~e~ship o,- indiv~ual)
, hereinafter called Principal, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND - 225-S. LAKE AVEr #700~ PASADENA, CA 91101 · NAME AND ADDRESS OF SURETY
hereinafter called SURb I Y, are held and firmly bound unto CITY OF TEMECULA,
hereinafter called OWNER, in the penal sum of TEIR~'~EN THOUSAND NINE HUNDB~D SEVE~ EIGHT-
DOLLARS and 60 ....................... CENTS
($ $ t3,978.60 ) in lawful money of the United States, said sum being not less than ten
(10%) of the Contract value payable by the said City of Temecula under the terms of the
Contract. for the payment of which, we bind ourselves, successors, and assigns, jointly and
severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a
certain Contract with the OWNER, dated the 16TH day of SEPTEMBER , 2003, a copy
of which is hereto attached' and made a part hereof for the construction of PROJECT NO. PW03-
04, INSTALLATION O~' BATrERY BACK-UP SYSTEM FOR TRAFFIC SIGNALS UTILIZING
EGHT EMITTING DIODE (LED) MODULES.
WHEREAS, said Contract provides that the Principal will furnish a bond conditioned to guarantee
for the period of one (1) year after approval of the final estimate on said job, by the OWNER,
against all defects in workmanship and materials which may become apparent dudng said period;
and
WHEREAS, the said Contract has been completed, and was the final estimate approved on N/A
N/A ,2003.
NOW, THEREFORE, THE CONDITION OF THIS OBUGATION IS SUCH, that if within one year
from the date of approval of the final estimate on said job pursuant to the Contract, the work done
under the terms of said Contract shall disclose poor workmanship in the execution of said work,
and the carrying out of the terms' of said Contract, or it shall appear that defective materials were
furnished thereunder, then this obligation shall remain in full force and virtue, otherwise this
instrument shall be void.
As a part of the obligation secured hereby and in addition to the face amount specified, costs and
reasonable expenses and fees shall be inrJuded, including reasonable attomey's fees incurred by
MAINTENANCE BOND M-I R.~ID-DOCStMASTER .S%'~-WBID
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of Califomia t ss.
County of
On SEPTEMBER 22, 2003, before me. MICHELLE FEP. P. EIRA, NOTARY PUBLIC
personally appeared MICF~.EL A. QUIGLE¥
Nama(~) a' S~e~(~)
[] personally known to me
[::] proved to me on the basis of satisfactory
evidence
~'~ Commission # 1406361 ~z
~ ~'"¢'~ Notary Public -- California >z
~ ~; oran~ counh~ ~
~ ~ ~Co~.E~iresMar26,~7r
to be the pemon(s) whose name(s) isJa~[
subscribed to the within instrument and
ackno~vledged to me that he/~t~e~tta~ executed
the same in his/t~,e~e~ authorized
capacity'_~_,, and that by his/l~kh~i~x
signature(s) on the instrument the person(~), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
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
T~tle or Type of Document:
Document Date:
Number of Pages:
Sigqer(s) Other Than Named Above:
Capacity(les) Claimed by Signer
Signer's Name:
[] Individual
[] Corporate Officer -- Title(s):
[] Partner -- [] Limited [] General
[] Attorney in Fact
[] Trustee
[] 'Guardian or Conservator
[] Other:
Signer Is Representing:
Top of thumb here
ZURICH
THIS IMPORTANT DISCLOSURE NOTICE IS PART OF YOUR BOND
We are making the following informational disclosures in compliance with The Terrorism Risk Insurance Act of
2002. No action is required on your part.
Disclosure of Terrorism Premium
The premium charge for risk of loss resulting from acts of terrorism (as defined in the Act) under this bond is
S__waived_. This amount is reflected in the total premium for this bond.
Disclosure of Availability of Coverage for Terrorism Losses
As required by the Terrorism Risk Insurance Act of 2002, we have made available to you coverage for losses
resulting from acts of terrorism (as defined in the Act) with terms, amounts, and limitations that do not differ
materially as those for losses arising from events other than acts of terrorism.
Disclosure of Federal Share of Insurance Company's Terrorism Losses
The Terrorism Risk Insurance Act of 2002 establishes a mechanism by which the United States government will
share in insurance company losses resulting from acts of terrorism (as defined in the Act) atter a insurance company
has paid losses in excess of an annual aggregate deductible. For 2002, the insurance company deductible is 1% of
direct earned premium in the prior year; for 2003, 7% of direct earned premium in the prior year; for 2004, 10% of
direct earned premium in the prior year; and for 2005, 15% of direct earned premium in the prior year. The federal
share of an insurance company's losses above its deductible is 90%. In the event the United States government
participates in losses, the United.States government may direct insurance companies to collect a terrorism surcharge
from policyholders. The Act does not currently provide for insurance industry or United States government
participation in terrorism losses that exceed $100 billion in any one calendar year.
Definition of Act of Terrorism
The Terrorism Risk Insurance Act'defmes "act of terrorism" as any act that is certified by the Secretary of the -
Treasury, in concurrence with the Secretary of State and the Attorney General of the United States: 1. to be an act of terrorism;
2. to be a violent act or an act that is dangerous to human life, property or infrastructure;
3. to have resulted in damage within the United States, or outside of the United States in the case of an air
carrier (as defined in section 40102 of title 49, United 17 States Code) or a United States flag vessel (or a
vessel based principally in the United States, on which United States income tax is paid and whose insurance
Coverage is subject to regulation in the United States), or the premises of a United States mission; and
4. to have been committed by an individual or individuals acting on behalf of any foreign person or foreign
interest as part of an effort to coerce the civilian population of the United States or to influence the policy or
affect the conduct of the United States Government by coercion.
But, no act shall be certified by the Secretary as an act of terrorism if the act is committed as part of the course of a
war declared by Congress (except for workers' compensation) or property and casualty insurance losses resulting
from the act, in the aggregate, do not exceed $5,000,000. '
· These discl5sures are informational only and do 'not modify your bond or affect your rights under the bond.
Copyright Zurich American Insurance Company 2003
surety terrorism disclosure notice
CITY OF TEMECULA, PUBLIC WORKS DEPARTMENT
CONTRACTOR'S AFFIDA VIT AND FINAL RELEASE
FOR
PROJECT HO. PW03-04
INSTAL[ATION OF BA'I/'TERY BACK-UP SYSTEM FOR TRAFFIC SIGNALS
UTILIZING LIGHT EMITTING DIODE (LED) MODULES
This is to certify that Th5 (hereinafter the "CONTRACTOR") declares
to the City of Temecula, under oath, tha~' he/she/it Ii'as paid in full for all materials, supplies, labor,
services, tools, equipment, and all other bills contracted for by the CONTRACTOR or by any of
the CONTRACTOR's agents, employees or subcontractors used or in contribution to the
execution of it's contract with the City of Temecula, with regard to the building, erection,
construction, or repair of that certain work of improvement known as PROJECT NO, PW03-04,
INSTALLATION OF BA'I-FERY BACK-UP SYSTEM FOR TRAFFIC SIGNALS UTILZING LIGHT
EMITTING DIODE (LED) MODULES, situated in the City of Temecula, State of California, mom
particularly described as follows:
37 of-
INSERT ADDRESS OR DESCRIBE LOCATION OF WORK
The CONTRACTOR declares that it knows of no unpaid debts or claims arising out of said
Contract that would constitute grounds for any third party to claim a Stop Notice against of any
unpaid sums owing to the CONTRACTOR.
Further, in connection with the final payment of the Contract, the CONTRACTOR hereby
disputes the following amounts:
Description Dollar Amount to Dispute
/
Pursuant to Public Contract Code {}7100, the CONTRACTOR does hereby ful!y release and
acquit the City of Temecula and all agents and employees of the City, and each of them, from any
and all claims, debts, demands, or cause of action which exist or might exist in favor of the
CONTRACTOR by mason of payment by the City of Temecula of any contract amount which the
CONTRACTOR has not disputed above.
Dated: / ~//~/'3 By:
RELEASE R-1 R:\CIP~PROJECTS~W03-04\SPECIFICATIONS
ITEM 11
APPROVAL
CITY ATTORNEY
DIRECTOR OF FINANCE .+.~_.~__
CITY MANAGER
CITY OFTEMECULA
AGENDA REPORT
TO:
FROM:
City ManagedCity Council
/~William G. Hughes, Director of Public Works/City Engineer
DATE:
November 18, 2003
SUBJECT: French Valley Parkway/I-15 Overcrossing & Interchange, Project #PW02-11
Acquisition Agreement between the City of Temecula and Joseph C. Herold
.~and Charles R. Hebard Trust
PREPARED BY:~ Amer Attar, Principal Engineer
~,~'Marilyn Adarbeh, Property Agent
RECOMMENDATION: That the City Council:
Approve and authorize the City Manager to execute in substantially the form attached
hereto, the PURCHASE AND SALE AGREEMENT BETWEEEN CITY OF TEMECULA
AND JOSEPH C. HEROLD AND CHARLES R. HEBARD, for the acquisition of certain
real property in the amount of $298,822.00 plus the associated escrow fees.
2. Direct the City Clerk to record the document
3. Adopt a Resolution entitled:
RESOLUTION NO. 2003-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AUTHORIZING THE DIRECTOR OF PUBLIC
WORKS TO ACCEPT DEEDS OR GRANTS CONVEYING ANY
INTEREST IN, OR EASEMENT UPON, REAL ESTATE AS
PERMI'I-rED BY GOVERNMENT CODESECTION27281
BACKGROUND: On March 18, 2003, the City Council approved the updated Appraisal
Report and authorized the City Engineer and the City's agent, the County of Riverside, to make
offers and negotiate the acquisition of certain real properties required for the construction of the
French Valley Parkway/ 1-15 Overcrossing and Intemhange, Project No. PW02-11. On July 22,
2003, the City Council approved the Purchase And Sale Agreement between City Of Temecula
and Joseph C. Herold and Charles R. Hebard, for the acquisition of 2.11 Acre of Pamel 5 on
Tract Map 30289 and authorized staff to begin negotiations to purchase the remainder of Parcel
5. On September 5, 2003, the City delivered to Joseph C. Herold and Charles R. Hebard an
offer to purchase the property interests of the remainder of Parcel 5, 0.77 Acres, on Tract Map
30289, APN 910-262-034, as described in the Agreement. Since the City was not going to
compensate the property owners for the portion of the property encumbered by a roadway
easement, they have requested that this portion be excluded from this sale. The negotiations
I
R:\agdrpt~003\0610\PW02-11 automall Agree
have concluded as set forth herein. The attached Purchase and Sale Agreement describe the
details for the acquisition of the real property interests necessary to construct the improvements
for the future French Valley Parkway/I-15 Overcrossing and Interchange. The purchase
amount, $298,822.00, is the same amount the City Council authorized for this purchase. Upon
the approval of the Purchase and Sale Agreement and the close of escrow, the City will own the
entire Parcel 5 of Tract Map 30289, APN 910-262-034, except for that portion of the parcel
encumbered by the road easement.
Additionally, Government Code section 27281 permits governmental agencies to authorize one
or more of its officers or agents to accept and consent to acceptance for recordation any interest
in real estate. This authorization given to the Public Works Department, by resolution of the City
Council, will expedite the processing of the real estate transactions.
FISCAL IMPACT: The French Valley Parkway Interchange Project is funded through Capital
Project Reserves. The funds for the land acquisition have been budgeted in the Capital
Improvement Program, Fiscal Years 2003-2007. Adequate funds are available in Account No.
210-165-726-5700 for the total acquisition cost of $298,822.00 plus the associated escrow fees.
ATTACHMENTS:
2.
3.
4.
Project Location
Project Description
Purchase and Sale Agreement
Resolution No. 2003-
2
R:\agdrpt~2003\0610\PW02-11 automall Agree
RESOLUTION NO. 2003-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AUTHORIZING THE DIRECTOR OF PUBLIC
WORKS TO ACCEPT DEEDS OR GRANTS CONVEYING ANY
INTEREST IN, OR EASEMENT UPON, REAL ESTATE AS
PERMITTED BY GOVERNMENT CODE SECTION 2728"1
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVES AS
FOLLOWS:
WHEREAS, Government Code Section 27281 permits any political corporation or
governmental agency to authorize one or more of its officers to accept and consent to
acceptance for recordation any interest in real property;
WHEREAS, the City Council finds that authorizing the Director of Public Works to accept
deeds or grants conveying any interest in, or easement upon, real estate will speed up the
processing of real estate transactions;
WHEREAS, the City Council desires to authorize the Director of Public Works to accept
deeds or grants conveying any interest in, or easement upon, real estate;
NOW, THEREFORE BE IT RESOLVED;
The Director of Public Works is hereby authorized to accept deeds or grants conveying
any interest in, or easement upon, real estate for the City Council of the City of Temecula.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Temecula at a
regular meeting held on the 18~h day of November 2003 by the following vote:
Jeffrey E. Stone, Mayor
ATTEST:
Susan W. Jones, CMC, City Clerk
3
R:~agdrpt~003\0610\PW02-11 automall Agree
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )ss
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 m~eting thereof held on this 18th day of November, 2003 by the following
vote:
AYES:
0 COUNCILMEMBERS:
NOES:
0 COUNClLMEMBERS:
ABSENT: 0 COUNCILMEMBERS:
Susan W. Jones, CMC, City Clerk
4
R:~agdrpt~2003\0610\l:WV02-11 automall Agree
ITEM 12
CITY A"FI'ORN EY
DIRECTOR OF FINANC~
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
TO:
FROM:
DATE:
SUBJECT:
City Manager/City Council
John Meyer, Redevelopment Director
November 18, 2003
Purchase and Sale Agreements for Property located at NWC of Main and
Uercedes
RECOMMENDATION: It is Recommended that the City Council:
1. Adopt a Resolution entitled:
RESOLUTION NO. 03-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING THAT CERTAIN AGREEMENT
ENTITLED "PURCHASE AND SALE AGREEMENT AND
ESCROW INSTRUCTIONS" FOR CERTAIN REAL
PROPERTY LOCATED AT NORTHWEST CORNER OF
MAIN STREET AND MERCEDES STREET (APN 922-034-
032, 033 and 034) IN THE CITY OF TEMECULA
2. Approve an appropriation from unreserved General Fund balance in an amount not to
exceed $565,000 for acquisition, pre-development costs, developer fees, soil testing,
escrow and closing costs.
BACKGROUND: Per Council direction, staff has been working with Mr. Dalton on the
purchase of the property located at the NWC of Main and Mercedes (APN 922-034-032, 033
and 034). The City's appraiser performed an appraisal of the property. The offer and accepted
purchase price is reflective of the appraised value.
A Phase I Environmental Analysis is being conducted on the property to determine the presence
of hazardous waste or unacceptable soil conditions. The purchase price of $288,000 for the
land is an all cash transaction. Additional fund authorization in the amount of $262,000 is
requested for pre-development costs and developer fees and $15,000 is requested to cover
escrow, closing costs, appraisal and soils testing fees. The $550,000 represents an all-inclusive
settlement and full payment of just compensation for the acquisition of all property interests.
R:\Oldtown\OTACQ\StaffReport Dalton Nov 18, 2003.doc
The subject property is 16,000 sq. ft. and is adjacent to a 16,000 sq. ft. parcel already owned by
the City/Agency. Re-use proposals for the subject property are now in progress and will be
returned to the City for review and approval at a future date.
FISCAL IMPACT: The $565,000 acquisition cost will be funded from the unreserved
General Fund balance.
Attachments:
Resolution
Purchase and Sale Agreement
R:\Oldtown\OTACQ\Staff Report Dalton Nov 18, 2003.doc
2
RESOLUTION NO. 03-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING THAT CERTAIN AGREEMENT
ENTITLED "PURCHASE AND SALE AGREEMENT AND
ESCROW INSTRUCTIONS" FOR CERTAIN REAL PROPERTY
LOCATED AT NWC OF MAIN STREET AND MERCEDES
STREET (APN 922-034-032, 033 and 034) IN THE CITY OF
TEMECULA
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 City is currently implementing the Redevelopment Plan for
Redevelopment Project No. 1--1988, originally approved by the Board of Supervisors of
Riverside County on July 12, 1988 prior to incorporation of the City of Temecula and
subsequently approved and transferred to the Redevelopment Agency of the City of
Temecula on April 9, 1991 (the "Plan").
b. The City proposes to purchase the property described in the "Purchase and
Sale Agreement and Escrow Instructions" attached hereto as Exhibit A. and located at NWC
of Main Street and Mercedes Street (922-034-032, 033 and 034) in the City of Temecula for
redevelopment purposes consistent with the City authority under the Plan and the
Community Redevelopment Act, Health and Safety Code Section 33000 et seq.
c. The Agreement is consistent with the Plan and with the Implementation Plan
adopted by the City.
d. 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 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.
e. This action is being undertaken pursuant to the Plan for which a full and
complete Environmental Impact Report was prepared and certified prior to adoption of the
Plan. Moreover the acquisition of property by itself will have no impact on the environment
as it is simply the change in ownership of the property without a change in the physical
condition ofthe property. None ofthe conditions described in 14CaI. Admin. Code§ 15162
are found to exist. Therefore, pursuant to the provisions of CEQA and, specifically, 14 Cal.
Admin. Code §§ 15162 and 15180, neither a subsequent nor a supplemental Envirenmental
Impact Report is required for the subject agreement.
R:\Oldtown\OTACQ~resonwcornermainmercedes.doc
Section 2. The City Council hereby approves that certain "Purchase and Sale Agreement and
Escrow Instructions" between the City of Temecula, a public body corporate and politic, and Bill
Dalton which Purchase Agreement is dated as of November 18, 2003. The Mayor of the City of
Temecula is hereby authorized and directed to execute the Agreement on behalf of the City.
R:\OIdtown\OTACQ~resonwcomermainmercedes.doc
PASSED, APPROVED AND ADOPTED, by the City Council of the City of Temecula this
18th day of November 2003.
ATTEST:
Jeff Stone, Mayor
Susan W. Jones, CMC
City Clerk
[SEAL]
STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) ss
CITY OF TEMECULA)
I, Susan W. Jones, CMC, City Clerk of the City of Temecula, do hereby certify that the
foregoing Resolution No. 03- was duly and regularly adopted by the City of Temecula at a
regular meeting thereof held on the 18th day of November 2003, by the following vote:
AYES:
COUNClLMEMBERS:
NOES:
COUNCILMEMBERS:
ABSENT:
COUNCILMEMBERS:
Susan W. Jones, CMC
City Clerk
R:\Oldtown\OTACQ~resonwcornermainmercedes.doc
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
First American Title Company
3625 Fourteenth Street
Riverside, CA 92501
Attention: Debbie Newton, Title Officer
Re: Escrow No.:
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
(this "Agreement") dated as of November 18, 2003, is entered into by and between Bill DALTON
("Seller"), and the CITY OF TEMECULA, a public body, corporate and politic ("Buyer"), upon the
following terms and conditions:
1. SALE AND PURCHASE PRICE.
1.1 Sale and Purchase. Seller agrees to sell to Buyer and Buyer agrees to
purchase from Seller good and marketable fee simple title to that certain real property of
approximately 16,000 square feet identified as Assessor's Parcel Number 922-034-032, 033,
AND 034, located in the City of Temecula, County of Riverside, State of California, commonly
known as 41915 and 41919 Main Street, Temecula, California 91292, and more particularly
described on Exhibit "A" attached hereto, together with all easements, privileges, permits,
licenses, entitlements, and other rights appurtenant thereto ("Real Property"), and all buildings,
fixtures, equipment, structures, parking areas, landscaping, appurtenances and other
improvements constructed or situated on the Real Property and owned by Seller
("Improvements") (the Real Property and Improvements hereinafter collectively "Property"), for
the price and upon all of the terms and conditions set forth herein. Buyer is purchasing the
Property for a public purpose, namely for redevelopment and all uses necessary or convenient
thereto.
1.2 Purchase Price. The purchase price ("Purchase Price") for the Property
shall be Five Hundred Fifty Thousand Dollars ($550,000), payable in cash. The purchase price
is broken down as follows: Land Value - $288,000 ($18 per square foot of land) and
Predevelopment Costs and Developer Fee - $262,000. Within five (5) business days after the
date of execution hereof, Buyer shall deliver to Escrow Holder (as herein defined) cash in the
amount of Ten Thousand Dollars ($10,000.00) (the "Deposit") in the form of a cashier's check,
by a wire transfer, or other form acceptable to the Escrow Holder. The Deposit shall be placed
in an interest-bearing account and all interest accrued thereon shall increase and become a part
of the Deposit. On the close of escrow, the Deposit shall be applied toward the cash payment
of the Purchase Price. Prior to the close of escrow, the Deposit shall be fully refundable to
Buyer in the event this Agreement is terminated and Buyer is the non-defaulting party. The
remaining balance of the cash payment of the Purchase Price shall be deposited by Buyer into
R:\OIdtown\OTACQ\Purchase Sale Agreement - Daltonl.DOC
12012-0001 ~749075vl .doc I
11104103
Escrow in the form of a cashier's check, wire transfer, or other form acceptable to the Escrow
Holder, prior to the close of escrow.
1.3 No Relocation Assistance. Seller hereby acknowledges and agrees that
the Property is vacant, and that the purchase and sale of the Property is being made in the
course of voluntary negotiations between Seller and Buyer resulting from Seller's having offered
the Property for sale, and, therefore, Buyer is not required to provide Seller with relocation
assistance payments and/or benefits under state law, including but not limited to California
Government Code Section 7260 et seq. and Section 6000 et seq. of Title 25 of the California
Code of Regulations, and the Seller hereby waives any such assistance or benefits if applicable.
Seller hereby further waives any and all claims it may have now or in the future for
compensation for loss of goodwill in connection with the business operated by Seller on the
Real Property under California Code of Civil Procedure Section 1263.510 et seq. or any other
applicable law.
2. TITLE.
2.1 General. Title to the Property shall be conveyed by Grant Deed and shall
be evidenced by a CLTA Standard Coverage Form of Owner's Policy of Title Insurance (or an
ALTA Extended Coverage Form Policy if Buyer elects such coverage as provided in Paragraph
2.3 hereof) ("Title Policy"), the cost of which shall be borne by Buyer, issued by First American
Title Company, 3625 Fourteenth Street, Riverside, California 92501, (909) 787-1723; fax:
(909) 784-7956, Title Officer Debbie Newton ("Title Company"), with liability in the full amount of
the Purchase Price, insuring title to the Property as vested in Buyer, free and clear of all liens
and encumbrances and other matters affecting title to the Property, except:
2.1.1 Non-delinquent real property taxes; and
2.1.2 Such conditions, covenants, restrictions, and utility easements of
record as are approved by Buyer in its sole and absolute discretion. Notwithstanding anything
in the foregoing to the contrary, Buyer acknowledges approval of the following exceptions listed
in Schedule "B" of the Old Republic Title Company Preliminary Report dated as of
2003, Order No. (the "Preliminary Report"):
2.2 Acts After Date of Agreement. During the period from the date of this
Agreement through the close of escrow, Seller shall not record, or file for record or permit to be
recorded or filed for record any document or instrument which will affect the title to or use of the
Property without the prior written consent of the Buyer, which consent shall net be unreasonably
withheld.
2.3 Option for ALTA Covera,qe. Buyer shall have the option of obtaining an
ALTA Extended Coverage Form Policy of Title Insurance or a CLTA Standard Coverage Form
Owners Policy of Title Insurance. In such event, Buyer shall, at its expense, procure the ALTA
Extended Coverage Survey (the "Survey"); provided, that, Seller shall provide to Buyer, at no
cost to Buyer and within five (5) days after execution of this Agreement, a copy of Seller's most
recent survey, if any, prepared with respect to the Property. The cost of an ALTA Extended
Coverage Form Policy of Title Insurance shall be borne by Buyer.
R:\Oldtown\OTACQ\Purchase Sale Agreement - Daltonl.DOC
12012-0001\749075vl .doc 2
11 ~04~03
3. RIGHT OF ENTRY.
3.1 Seller hereby grants Buyer and its agents, employees, contractors and
subcontractors (collectively "Representatives") the right of entry to the Property at reasonable
times for the purpose of conducting soils and geological investigation and testing for toxic or
hazardous substances and other contamination. Such investigation shall be at Buyer's
expense.
3.2 Buyer shall deliver advance written notice to the Seller of its intention to
enter the Property to conduct activities pursuant to this Paragraph 3 at least one (1) business
day prior to any entry onto the Property. Such notice of entry shall include the proposed dates
and times of such entry, and the nature, specific location and scope of any test, investigation, or
other activity upon the Property. Seller and it representatives shall have the right to accompany
and observe all of Buyer's and its Representatives' activities on the Property.
3.3 All work performed by Buyer and its Representatives will be performed
diligently and in a manner consistent with the standards of care, diligence and skill exercised by
recognized consulting firms for similar services, and in accordance with all regulatory and good
management standards and the requirements of any governmental agency or entity and all
applicable laws.
3.4 Buyer and its Representatives shall promptly notify the Seller of any
discovery, spill, release, or discharge of any "Hazardous Materials", as defined in Paragraph 5,
on, under or about the Property which is discovered, encountered, or results from or is related to
the Buyer's or its Representatives' access to and/or use of the Property under this Agreement.
3.5 Buyer and its Representatives shall remove from the Property any wastes
and Hazardous Materials used in or generated by the activities of Buyer or its Representatives
on the Property no later than the date of completion of their environmental investigation
activities and operations on the Property.
3.6 In connection with the use of the Property by Buyer and its
Representatives, Buyer shall, at its own cost and expense, take any necessary action to keep
the Property, and any improvements and personalty thereon, in good order and repair and safe
condition to the extent that such Property, improvements or personalty were in such condition
prior to its entry, and the whole of the Property, in a clean, sanitary and orderly condition,
including, without limitation, ensuring that any holes, ditches or other indentations, as well as
any mounds or other inclines created by any excavation by Buyer or its Representatives are
regraded, resurfaced and compacted. If any portion of the Property or an adjacent property,
including improvements and fixtures, suffers damage or alteration by reason of the access and
activities of Buyer or its Representatives on the Property, Buyer shall, at its own cost and
expense, promptly repair all such damage and restore the Property or adjacent property to as
good a condition as before such damage or alteration occurred, or if it cannot be repaired,
Buyer shall replace such damaged or altered property to the extent possible.
3.7 Buyer agrees, at its sole cost and expense, to defend, protect, indemnify,
and hold free and harmless Seller and its employees, agents, and representatives, and their
R:\Oldtown\OTACQ\Purchase Sale Agreement - Daltonl.DOC
12012-0001 \749075vl .doc 3
11/04/03
successors, and assigns (individually as "lndemnitee" and collectively, "lndemnitees"), free and
harmless from and against any and all damages, costs, expenses, liabilities, claims, demands,
causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature
whatsoever ("Claims"), including fees of accountants, attorneys, expert witnesses, or other
professionals, and all costs associated therewith, arising or claimed to arise, directly or
indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or
omission of Buyer or any of its Representatives arising or claimed to arise, directly or indirectly,
out of, in connection with, resulting from, or related to entry upon the Property pursuant to this
Paragraph 3, except for that portion or percentage of a Claim against an Indemnitee based on
the comparative negligence, gross negligence or willful misconduct of such Indemnitee.
4. ESCROW.
4.1 Agreement to Constitute Escrow Instructions. This Agreement shall
constitute escrow instructions and a copy hereof shall be deposited with the Escrow Holder for
this purpose.
4.2 Escrow Holder. The escrow shall be opened with First American Title
Company, 3625 Fourteenth Street, Riverside, CA 92501, (909) 787-1723, fax: (909) 784-7956,
Attention: Debbie Newton (dnewton@firstam.com) ("Escrow Holder"), within five (5) business
days after the execution of this Agreement by Buyer and Seller by depositing an executed copy
or executed counterparts of this Agreement with Escrow Holder. This document shall be
considered as the escrow instructions between the parties, with such further instructions as
Escrow Holder requires in order to clarify the duties and responsibilities of Escrow Holder. If
Escrow Holder shall require further escrow instructions, Escrow Holder shall promptly prepare
such escrow instructions on its usual form for the purchase and sale of the Property upon the
terms and provisions hereof. Provided such further escrow instructions are consistent with this
Agreement, they shall be promptly signed by Buyer and Seller within five (5) business days after
delivery thereof to each party. The further escrow instructions shall incorporate each and every
term of this Agreement and shall provide that in the event of any conflict between the terms and
conditions of this Agreement and such further escrow instructions, the terms and conditions of
this Agreement shall control. Escrow Holder shall not be held liable for the sufficiency or
correctness as to form, execution or validity of any instruments deposited in this escrow (other
than those documents prepared by Escrow Holder), or as to identity, authority or rights of any
person executing the same, and Escrow Holder's duties hereunder shall be limited to the
safekeeping of such money, instruments or other documents received by Escrow Holder and for
the disposition or return of same in accordance with the instructions herein. The parties hereto
agree jointly and severally to pay on demand, as well as to indemnify and hold Escrow Holder
harmless from and against, all costs, damages, judgments, reasonable attorneys' fees,
expenses and liabilities of any kind or nature which Escrow Holder may incur or sustain in good
faith in connection with or arising out of this escrow which are not due to Escrow Holder's
negligence or willful misconduct.
4.3 Openin,q of Escrow. Escrow shall be deemed open on the date of
delivery to the Escrow Holder of a fully executed copy or executed counterparts of this
Agreement.
R:\Oldtown\OTACQ\Purchase Sale Agreement - Dalton1 .DOC
12012-0001 \749075vl .doc 4
11 ~04~03
4.4 Close of Escrow. Provided all of Seller's and Buyer's obligations to be
performed on or before close of escrow have been performed and all the conditions to the close
of escrow set forth in this Agreement have been satisfied, escrow shall close on or before
December 15, 2003 ("Closing Date"). All risk of loss or damage with respect to the Property
shall pass from Seller to Buyer at the close of escrow. Possession of the Property shall be
delivered to Buyer upon the close of escrow. Notwithstanding anything in this Agreement to the
contrary, escrow shall be deemed automatically terminated if it has not otherwise closed by
December 31, 2003, regardless of cause or fault.
4.5 Buyer Required to Deliver. On or before the close of escrow Buyer shall
deposit into escrow the following (properly executed and acknowledged, if applicable):
4.5.1 The Purchase Price; and
4.5.2 All other documents contemplated by this Agreement and required
by Escrow Holder to be deposited by Buyer to carry out this escrow.
4.6 Seller Required to Deliver. Before the close of escrow, Seller shall
deposit into escrow the following (properly executed and acknowledged, if applicable):
4.6.1 A Grant Deed conveying the Property to Buyer;
4.6.2 A non-foreign affidavit with respect to Seller; and
4.6.3 Any other documents contemplated by this Agreement or required
by Escrow Holder or the Title Company to be deposited by Seller to carry out this escrow.
4.7 Conditions to the Close of Escrow. Escrow shall not close unless and
until both parties have deposited with Escrow Holder all sums and documents required to be
deposited as provided in this Agreement. The failure of a party to timely deposit any such sums
and/or documents shall constitute a default by such party. Furthermore, escrow shall not close
unless Seller shall be able to deliver possession of the Property to Buyer free of all tenants,
leases and/or agreements. Seller agrees to indemnify, protect, hold harmless and defend Buyer
and its employees, agents, representatives, council members, attorneys, successors and
assigns from and against any and all claims raised after closing by tenants raising or seeking
any rights to relocation assistance or benefits based on their tenancy on the Property prior to
the sale hereunder. In addition to the closing conditions set forth above, Buyer's obligation to
proceed with the transaction contemplated by this Agreement is subject to the satisfaction, not
later than the date that is fifteen (15) days after the date hereof ("Contingency Date"), of all of
the following conditions precedent, which are for Buyer's benefit and may be waived only by
Buyer:
4.7.1 Seller shall have performed all agreements to be performed by
Seller hereunder;
R:\Oldtown\OTACQ\Purchase Sale Agreement - Daltonl.DOC
12012-0001\749075vi.doc 5
11 ~04/03
4.7.2 Seller's representations, warranties and covenants set forth in this
Agreement shall be true and correct as of the Contingency Date, and continue to be true and
correct as of the Closing Date;
4.7.3 Buyer's approval, in its sole and absolute discretion, of the results
of such soils, geological, toxic waste, hazardous substance, and/or any other kind of soil or
water contamination tests and analyses as Buyer or its agents, employees or representatives
may, prior to the Closing Date, perform with respect to the Property;
4.7.4 As of the Closing Date, there shall have been no material adverse
changes in the physical condition of the Property, as described in Paragraph 6 or otherwise;
4.7.5 Verification by Buyer that Seller is the owner of record of the
Property and that there are no other owners of record of the Property as of the Closing Date;
4.7.6 Title Company shall have issued or shall have committed to issue
the Title Policy to Buyer, for the amount of the Purchase Price showing fee title to the Property
to be vested in Buyer, subject only to such conditions, covenants, restrictions, and utility
easements of record as are approved by Buyer in its sole and absolute discretion; and
4.7.7 Approval of this Agreement by the City Council of the City of
Temecula.
Neither Buyer nor Seller shall act or fail to act for the purpose of permitting or
causing any closing condition to fail. Waiver of any condition to close of escrow shall not relieve
any party for liability resulting from breach of any representation, warranty, covenant or
agreement under this Agreement. In the event that the conditions to close of escrow are not
timely satisfied for a reason other than a default of Buyer or Seller under this Agreement:
(i) This Agreement, the escrow and the rights and obligations of Buyer and
Seller hereunder shall terminate, except as otherwise provided herein; provided, however, no
such termination shall occur until (A) Buyer has had the opportunity to waive any condition for
Buyer's benefit within two (2) business days after the later of Buyer's receipt of written notice
from Seller or Buyer's discovery that such condition will not be satisfied, and (B) Buyer does not
elect to waive such condition; and
(ii) Escrow Holder, upon such termination, is hereby instructed to promptly
return to Buyer all funds (and all interest accrued thereon) and documents deposited by Buyer
in escrow and to return to Seller all funds and documents deposited by Seller in escrow and
which are held by Escrow Holder on the date of the termination (less, in the case of the party
otherwise entitled to such funds, however, the amount of any cancellation charges required to
be paid by such party under Paragraph 4.12 below).
4.8 Recordation of Grant Deed; Delivery of Funds. Upon receipt of the funds
and instruments described in this Paragraph 4, Escrow Holder shall cause the Grant Deed to be
recorded in the office of the County Recorder of Riverside County, California. Thereafter,
Escrow Holder shall deliver the proceeds of this escrow (less appropriate charges) to Seller.
R:\Oldtown\OTACQ\Purchase Sale Agreement- Daltonl.DOC
12012-0001 \749075vl .doc 6
11/04/03
4.9 Prorations. All real and personal property taxes, liens and assessments
shall be prorated between Buyer and Seller as of the close of escrow based on the latest
available tax information or, at Seller's election, such taxes, liens and assessments may be paid
in full through escrow to the lienholder from the Deposit, so long as the Deposit is sufficient to
satisfy all outstanding liens. If such liens are paid through escrow, Escrow Holder shall cause
the liens to be discharged and the discharge recorded prior to conveyance of fee title of the
Property to Buyer. Any supplemental or escape real estate taxes and assessments on the
Property attributable to the period prior to the close of escrow shall be paid by Seller outside of
the escrow. All prorations shall be determined on the basis of a 360-day year.
4.10 Costs of Escrow.
4.10.1 Seller shall pay:
(a) The cost of any obligations of Seller hereunder.
4.10.2 Buyer shall pay:
(a)
All escrow fees and costs associated with the purchase of
the subject real property;
(b) The cost of recording the Grant Deed, if any;
(c)
The cost of documentary transfer taxes in connection with
the recordation of the Grant Deed, if any;
(d) The cost of any obligations of Buyer hereunder; and
(e)
Any other closing costs or charges not expressly provided
for herein and customarily paid by a Buyer of real property
in Riverside County, California.
4.11 Broker's Commission. Buyer and Seller represent to one another that no
broker or finder has been engaged in connection with the transaction contemplated by this
Agreement, or to its knowledge is in any way connected with such transaction. Seller covenants
and agrees that any broker fee or commission, which may be due or payable in connection with
the closing of the transaction contemplated by this Agreement, shall be borne solely by Seller.
Seller agrees to indemnify, defend, protect and hold harmless Buyer and its respective
employees, agents, representatives, council members, attorneys, successors and assigns, from
and against all claims of any agent, broker, finder or other similar party arising from or in
connection with the sale of the Property to Buyer.
4.12 Escrow Cancellation Charges. In the event that this escrow shall fail to
close by reason of the default of either party hereunder, the defaulting party shall be liable for all
escrow and title cancellation charges. In the event that the escrow shall fail to close for any
other reason, each party shall pay one-half (I/2) of all escrow and title cancellation charges.
R:\Oldtown\OTACQ\Pumhase Sale Agreement - Daltonl.DOC
12012-0001\749075vi.doc 7
11/04/03
5. REPRESENTATIONS AND WARRANTIES BY SELLER.
In consideration of Buyer's entering into this Agreement and as an inducement to
Buyer to purchase the Property, Seller makes the following representations and warranties,
each of which is material and is being relied upon by Buyer (the continued truth and accuracy of
which shall constitute a condition precedent to Buyer's obligations to close hereunder and each
of which shall survive the close of escrow):
5.1 This Agreement has been duly and validly authorized, executed and
delivered by Seller and no other action is requisite to the valid and binding execution, delivery
and performance of this Agreement by Seller;
5.2 There are no suits pending against or affecting or, to the best of Seller's
knowledge, without having made investigation thereof, threatened against the Property or its
use, whether in law or at equity;
5.3 Other than as disclosed in this Agreement, no joinder, consent, or waiver
of or by any third party is necessary to permit the consummation by Seller of the transaction
contemplated pursuant to this Agreement;
5.4 To Seller's best knowledge, there are no materials, reports and
information in Seller's possession relating to the Environmental Condition (any condition that
exists prior to or after the Closing Date, with respect to the air, land, soil, surface, subsurface
strata, surface water, ground water, storm water or sediments) of the Property, and there are no
outstanding environmental remediation orders or decrees (federal or state) regarding the
Property. Seller shall deliver to Buyer any materials and reports relating to the Environmental
Condition of the Property which comes into Seller's possession, and any information relating to
the Environmental Condition of the Property of which Seller becomes aware;
5.5 To the best of Seller's knowledge, Seller is not aware of the existence of
any violation of law or violation of governmental regulation with respect to the Property,
including any Environmental Laws, as hereinafter/defined;
5.6 There are no pending, or to the best of Seller's knowledge, without having
made investigation thereof, threatened proceedings in eminent domain, which would affect the
Property, or any portion thereof;
5.7 To the best of Seller's knowledge there has been no production, disposal
or storage on the Property of any Hazardous Materials (as hereinafter defined) by Seller or any
of the contractors, agents, employees or representatives of Seller or, to the best of Seller's
knowledge, any previous owner or current or previous tenant of the Property; and to the best of
Seller's knowledge, there has net been any other activity on the Property which could have
resulted in the deposit or release on the Property of Hazardous Materials, or the violation of any
Environmental Laws, or which could result in any proceeding or inquiry by any authority with
respect thereto;
R:\Oldtown\OTACQ\Purchase Sale Agreement - Daltonl.DOC
12012-0001\749075vi.doc 8
11/04/03
5.8 Seller is not a "foreign person" within the meaning of Internal Revenue
Code 1445; and
5.9 As of the Closing Date, there shall be no leases and/or other agreements
in existence affecting the Property.
The term "Hazardous Materials" shall mean and include the following, including
mixtures thereof: any hazardous substance, pollutant, contaminant, waste, by-product or
constituent regulated under the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. Section 9601 et seq; oil and petroleum products and natural gas, natural
gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under
the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq; asbestos
and asbestos-containing materials, PCBs and other substances regulated under the Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq; source material, special nuclear
material, by-product material and any other radioactive materials or radioactive wastes, however
produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act of 1982;
chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200
et seq; industrial process and pollution control wastes, whether or not hazardous within the
meaning of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; any
substance defined as a "hazardous substance" in California Civil Code Section 2929.5(e)(2) or
California Code of Civil Procedure Section 736(0(3); and any other substance or material
regulated by any Environmental Laws.
The term "Environmental Laws" shall mean and include all federal, state and
local statutes, ordinances, regulations and rules in effect on or prior to the date hereof relating to
environmental quality, health, safety, contamination and clean-up, including, without limitation,
the Clean Air Act, 42 U.S.C. Section 7401 et seq; the Clean Water Act, 33 U.S.C. Section 1251
et seq; and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide
Act 7 U.S.C. Section 136 et seq; the Marine Protection, Research, and Sanctuaries Act,
33 U.S.C. Section 1401 et seq; the National Environmental Policy Act, 42 U.S.C. Section 4321
et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq; the Occupational Safety and
Health Act, 29 U.S.C. Section 651 et seq; the Resource Conservation and Recovery Act 42
U.S.C. Section 6901 et seq; as amended by the Hazardous and Solid Waste Amendments of
1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq; the Comprehensive
Environmental Response, Compensation and Liability Act 42 U.S.C. Section 9601 et seq; as
amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning
and Community Right-to-Know Act and the Radon Gas and Indoor Air Quality Research Act; the
Toxic Substances Control Act 15 U.S.C. Section 2601 et seq; the Atomic Energy Act, 42 U.S.C.
Section 2011 et seq; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et
seq; and state and local environmental statutes and ordinances, with implementing regulations
and rules in effect on or prior to the date hereof.
6. EMINENT DOMAIN OR TAKING; PHYSICAL DAMAGE OR DESTRUCTION.
6.1 If, prior to the close of escrow, any material portion of the Property is
taken or if the access thereto or available parking area therefor is reduced or restricted by
eminent domain or otherwise (or becomes the subject of a pending, threatened or contemplated
R:\Oldtown\OTACQ\Purchase Sale Agreement - Dalton1 .DOC
12012-0001 \749075vl .doc 9
11/04/03
taking which has not been consummated, other than any such taking prosecuted by or on behalf
of the Buyer), Seller shall immediately notify Buyer of such fact. In such event, Buyer shall have
the option, in its sole and absolute discretion, to terminate this Agreement upon written notice to
Seller given not later than ten (10) business days after receipt of Seller's notice. If Buyer does
not exercise this option to terminate this Agreement, neither party shall have the right to
terminate this Agreement, but the Seller shall assign and turn over to Buyer, and the Buyer shall
be entitled to receive and keep, all awards for the taking by eminent domain which accrue to
Seller, and the parties shall proceed to the close of escrow pursuant to the terms hereof, without
modification of the terms of this Agreement and without any reduction in the Purchase Price
(except as otherwise provided pursuant to Paragraph 1.2 hereof). Unless and until this
Agreement is terminated, Seller shall take no action with respect to any eminent domain
proceeding without the prior written consent of Buyer, which consent shall not be unreasonably
withheld or delayed.
6.2 If, prior to the close of escrow, any material portion of the Property is
physically damaged or destroyed due to any cause, natural or otherwise, including, without
limitation, (i) fire or flooding, (ii) any destructive seismic or geological conditions such as any
earthquake or tremor, subsidence, or unstable subsurface conditions; or (iii) a condition arising
from any discharge of Hazardous Materials or other violation of any Environmental Laws, Seller
shall immediately notify Buyer of such fact. In such event, Buyer shall have the option, in its
sole and absolute discretion, to terminate this Agreement upon written notice to Seller given not
later than ten (10) business days after receipt of Seller's notice. If Buyer does not exercise this
option to terminate this Agreement, neither party shall have the right to terminate this
Agreement, but the Seller shall assign and turn over, and the Buyer shall be entitled to receive
and keep, all insurance proceeds paid by Seller's insurer in connection with such damage or
destruction, and the parties shall proceed to the close of escrow pursuant to the terms hereof,
without modification of the terms of this Agreement and without any reduction in the Purchase
Price (except as otherwise provided pursuant to Paragraph 1.2 hereof). Unless and until this
Agreement is terminated, Seller shall take no action with respect to any such damage and
destruction without the prior written consent of Buyer, which consent shall not be unreasonably
withheld or delayed.
7. INCORPORATION OF EXHIBITS. All exhibits attached hereto and referred to
herein are incorporated in this Agreement as though fully set forth herein.
8. ATTORNEYS' FEES. In any action between Buyer and Seller seeking
enforcement of any of the terms and provisions of this Agreement, or in connection with the
Property, the prevailing party in such action shall be awarded, in addition to damages, injunctive
or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable
attorneys' fees and reasonable fees of expert witnesses.
9. NOTICES. All notices, requests, demands and other communication given or
required to be given hereunder shall be in writing and personally delivered, sent by first class
United States registered or certified mail, postage prepaid, return receipt requested, or sent by a
nationally recognized courier service such as Federal Express, duly addressed to the parties as
follows:
R:\Oldtown\OTACQ\Purchase Sale Agreement - Daltonl.DOC
12012-0001 \749075vl .doc 1 0
11/04/03
To Buyer:
City of Temecula
43200 Business Park Drive
Post Office Box 9033
Temecula, California 92589
Attention: John Meyer
Tek (909) 694-6412
Fax: (909) 693-3903
With a Copy To:
Richards, Watson and Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, California 90071- 3101
Attention: Peter Thorsen
Tel: (213) 626-8484
Fax: (213) 626-0078
To Seller:
Bill Dalton
To Escrow Holder:
First American Title Company
3625 Fourteenth Street
Riverside, CA 92501
Tel: (909) 787-1723
Fax: (909) 784-7956
Attention: Debbie Newton, Title Officer
Delivery of any notice or other communication hereunder shall be deemed made
on the date of actual delivery thereof to the address of the addressee, if personally delivered,
and on the date indicated in the return receipt or courier's records as the date of delivery or as
the date of first attempted delivery, if sent by mail or courier service. Any party may change its
address for purposes of this Paragraph 10 by giving notice to the other party and to Escrow
Holder as herein provided.
10. ASSIGNMENT. Neither this Agreement nor any interest herein may be assigned
by either party without the prior written consent of the other party.
11. BINDING EFFECT. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, and their successors and assigns.
12. ENTIRE AGREEMENT. This Agreement contains all of the agreements of the
parties hereto with respect to the matters contained herein, and all prior or contemporaneous
R:\Oldtown\OTACQ\Purchase Sale Agreement - Daltonl.DOC
12012-0001\749075vi.doc 1 1
11 ~04~03
agreements or understandings, oral or written, pertaining to any such matters are merged
herein and shall not be effective for any purpose. No provision of this Agreement may be
amended, supplemented or in any way modified except by an agreement in writing signed by
the parties hereto or their respective successors in interest and expressly stating that it is an
amendment of this Agreement.
13. ENFORCEMENT OF AGREEMENT BY SELLER. If the sale of the Property is
not consummated as a result of the Buyer's material default hereunder, then Seller may enforce
its rights hereunder by an action against Buyer for damages, resulting from the material breach
of this Agreement by Buyer.
14. ENFORCEMENT OF AGREEMENT BY BUYER. It is agreed that the rights
granted to Buyer by Seller hereunder are of a special and unique kind and character, and that, if
there is a breach by Seller of any material provision of this Agreement, Buyer would not have
any adequate remedy at law. It is expressly agreed, therefore, that Buyer's rights hereunder
may be enforced by an action for specific performance and such other equitable or legal relief
as is provided under the laws of the State of California.
15. HEADINGS. The headings of this Agreement are for purposes of reference only
and shall not limit or define the meaning of the provisions of this Agreement.
16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall constitute one and the
same instrument.
17. SURVIVAL. Any provision hereof which is executory as of the Closing Date and
alt representations and warranties shall survive such close of escrow and delivery of the Grant
Deed and shall continue to be a binding provision on the parties hereto according to its terms.
18. TIME OF THE ESSENCE. Time is of the essence of this Agreement.
19. THIRD PARTIES. Nothing contained in this Agreement, expressed or implied, is
intended to confer upon any person, other than the parties hereto and their successors and
assigns, any rights or remedies under or by reason of this Agreement.
20. SEVERABILITY. If any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by
a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any
other provision hereof, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein, unless such invalidity, illegality or
unenforceability materially affects the economic terms of the transactions contemplated by this
Agreement or the ability of either party to perform its obligations under this Agreement. In such
case, either party may terminate this Agreement and the escrow upon written notice to the other
party given no later than ten (10) business days after the party giving such notice becomes
aware of such invalidity, illegality or unenforceability. In the event of such termination, all funds
deposited with Escrow Holder by Buyer and any interest accrued thereon shall be returned to
Buyer.
R:\Oldtown\OTACQ\Purchase Sale Agreement - Daltonl,DOC
12012-0001 \749075vl .doc 1 2
11/04/03
21. ADDITIONAL DOCUMENTS. Each party hereto agrees to perform any further
acts and to execute, acknowledge and deliver any further documents that may be reasonably
necessary to carry out the provisions of this Agreement.
22. IRREVOCABLE OFFER BY SELLER. Seller's execution and delivery to Buyer of
this Agreement shall constitute an offer to sell the Property pursuant to the terms stated herein,
which offer shall be irrevocable by Seller, provided that Buyer accepts such offer by executing
and returning to Seller a counterpart of this Agreement on or before November 18, 2003. Seller
understands and agrees that Buyer is a governmental entity which must schedule and hold one
or more meetings of its governing body in order to authorize Buyer's acceptance of this offer
and that Buyer is relying on the irrevocability of this offer in processing it for consideration by the
City Council of the City of San Fernando and its governing body. Seller further acknowledges
and agrees that this Agreement is tendered under the provisions of California Evidence Code
Section 1152, and in the event this Agreement is not fully executed by the parties hereto, or is
terminated for any reason whatsoever, this Agreement shall not be admissible to prove Buyer's
liability in inverse condemnation, for precondemnation damages or otherwise, and may not be
used as an admission of value in any eminent domain or other proceeding.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
"SELLER"
"BUYER"
DALTON AND
DALTON,
Husband and Wife
THE CITY OF TEMECULA, a municipal
corporation
By:
By:
Jeff Stone, Mayor
DALTON
By:
DALTON
Attest:
APPROVED AS TO FORM:
Richards, Watson & Gershon
Susan W. Jones, CMC, City Clerk
By:
Peter Thorson, Agency Counsel
R:\Oldtown\OTACQ\Purchase Sale Agreement - Daltonl.DOC
2012-0001 \749075vl .doc 13
1 1/04/03
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
A.P.N
12012-0001\749075vi.doc A-1 11/04/03
Vicinity Map
Subject Property
Streets
Parcels
City
November 13, 2003
40 0 40 80 Feet
ORDINANCE NO. 03-11
AN ORDINANCE OF THE CITY OF TEMECULA REGULATING
CABLE, VIDEO, AND TELECOMMUNICATIONS SERVICE
PROVIDERS, AND AMENDING IN ITS ENTIRETY CHAPTER
5.12 OF TITLE 5 OF THE TEMECULA MUNICIPAL CODE
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES ORDAIN AS FOLLOWS:
Section 1. Chapter 5.12 of Title 5 of the Temecula Municipal Code is repealed in its
entirety.
Section 2. The Temecula Municipal Code is amended by adding to Title 5 a new
Chapter 5.12 to read as follows:
"CABLE, VIDEO, AND TELECOMMUNICATIONS SERVICE PROVIDERS
ARTICLE 1. GENERAL PROVISIONS
5.12.010 Title
This ordinance is known and may be cited as the "Cable, Video, and
Telecommunications Service Providers Ordinance" of the City of Temecula.
5.12.020 Purpose and Intent
A. The City Council finds and determines as follows:
1. The development of cable, video, and telecommunications
services and systems may provide significant benefits for, and have substantial impacts upon,
the residents of the City.
2. Because of the complex and rapidly changing technology
associated with cable, video, and telecommunications services and systems, the public
convenience, safety, and general welfare can best be served by the City's exercise of its
regulatory powers.
3. This chapter adopts provisions that authorize the City to
regulate cable, video, and telecommunications service providers to the extent authorized by
federal and state law, including but not limited to the federal Cable Communications Policy Act
of 1984, the federal Cable Television Consumer Protection and Competition Act of 1992, the
federal Telecommunications Act of 1996, applicable regulations of the Federal Communications
Commission, and applicable California statutes and regulations.
4. The cable, video, and telecommunications services that are
addressed in this chapter include services provided by cable television systems, open video
systems, master antenna television systems, satellite master antenna television systems, direct
broadcast satellite systems, multichannel multipoint distribution systems, local multipoint
distribution systems, and other providers of video programming, whatever their technology, as
well as voice and data services provided by telephone corporations.
R:/Ords 2003lOrds 03-11 I
B. The purpose and intent of this ordinance is to provide for the
attainment of the following objectives:
1. To enable the City to discharge its public trust in a manner
consistent with rapidly evolving federal and state regulatory policies, industry competition, and
technological development.
2. To authorize and to manage reasonable access to the City's
public rights-of-way and public property for cable, video, and telecommunications purposes on a
competitively neutral and nondiscriminatory basis, and in a manner consistent with all
applicable federal and state statutes and regulations.
3. To obtain fair and reasonable compensation for the City and
its residents for authorizing the private use of the public rights-of-way and public property.
4. To promote competition in cable, video, and
telecommunications services, minimize unnecessary local regulation of cable, video, and
telecommunications service providers, and encourage the delivery of advanced and competitive
cable, video, and telecommunications services on the broadest possible basis to local
government and to the businesses, institutions, and residents of the City.
5. To establish clear local guidelines, standards, and time frames
for the exercise of local authority with respect to the regulation of cable, video, and
telecommunications service providers.
6. To encourage the deployment of advanced cable, video, and
telecommunications infrastructure that satisfies local needs, delivers enhanced services, and
provides informed consumer choices in an evolving cable, video, and telecommunications
marketplace.
7. To maintain and to enhance public, educational, and
governmental programming opportunities that will enable local government to communicate with
its residents and to provide them with alternate means of disseminating information.
5.12.030 Defined Terms and Phrases
Various terms and phrases used in this ordinance are defined below in
Section 5.12.170.
5.12.035 Suspension and Waiver of Application Fee Deposits
A. With regard to any application fee deposit for an initial franchise,
or for the renewal of a franchise, or for the transfer or change in control of a franchise that is
authorized by this Chapter 5.12, the City Manager may suspend that application fee deposit in
accordance with this section.
B. The City Manager, in consultation with the City Attorney, will
review all written information submitted by the applicant or franchisee in support of its contention
that applicable law prohibits imposition of the application fee deposit provided for by this
Chapter 5.12. If a determination is made that applicable law supports the contention of the
applicant or franchisee, then the City Manager may suspend the imposition of the application
R:/Ords 2003/Ords 03-11 2
fee deposit; provided, however, that such suspension must be ratified by the City Council within
30 days after the City Manager's determination and, if ratified, the application fee deposit will be
deemed to have been waived."
ARTICLE 2. CABLE TELEVISION SYSTEMS
5.12.040 Authority and Findinqs
A. In accordance with applicable federal and state law, the City is
authorized to grant one or more nonexclusive franchises to construct, reconstruct, operate, and
maintain cable television systems within the City limits.
B. The City Council finds that the development of cable television
services may provide significant benefits for, and substantial impacts upon, the residents of the
City. Because of the complex and rapidly changing technology associated with cable television,
the City Council further finds that the public convenience, safety, and general welfare can best
be served by establishing regulatory powers to be exemised by the City. This Article 2 is
intended to specify the means for providing to the public the best possible cable television
services, and every franchise issued in accordance with this Article 2 is intended to achieve this
primary objective. It is the further intent of this Article 2 to adopt regulatory provisions that will
enable the City to regulate cable television services to the maximum extent authorized by
federal and state law.
5.12.050 Franchise Terms and Conditions
A. Franchise Purposes
A franchise granted by the City under the provisions of this Article 2 may
authorize the Grantee to do the following:
1. To engage in the business of providing cable television
services that are authorized by law and that the Grantee elects to provide to its subscribers
within the designated franchise service area.
2. To erect, install, construct, repair, rebuild, reconstruct, replace,
maintain, and retain, cable lines, related electronic equipment, supporting structures,
appurtenances, and other property in connection with the operation of the cable system in, on,
over, under, upon, along and across streets and public rights-of-way within the designated
franchise service area.
3. To maintain and operate the franchise properties for the
origination, reception, transmission, amplification, and distribution of television and radio
signals, and for the delivery of cable services and such other services as may be authorized by
law.
B. Franchise Required
It is unlawful for any person to construct, install, or operate a cable
television system within any street or public way in the City without first obtaining a franchise
under the provisions of this Article 2.
R:/Ords 2003lOrds 03-11 3
C. Term of the Franchise
1. A franchise granted under this Article 2 will be for the term
specified in the franchise agreement, commencing upon the effective date of the resolution
adopted by the City Council that authorizes the franchise.
2. A franchise granted under this Article 2 may be renewed upon
application by the Grantee in accordance with the then-applicable provisions of state and
federal law and this Article 2.
D. Franchise Service Area
A franchise is effective within the territorial limits of the City, and within
any area added to the City during the term of the franchise, unless otherwise specified in the
resolution granting the franchise or in the franchise agreement.
E. Federal or State Jurisdiction
This Article 2 will be construed in a manner consistent with all applicable
federal and state laws, and it applies to all franchises granted or renewed after the effective date
of this chapter, to the extent authorized by applicable law.
F. Franchise Non-Transferable
1. Grantee may not sell, transfer, lease, assign, sublet, or
dispose of, in whole or in part, either by forced or involuntary sale, or by ordinary sale, contract,
consolidation, or otherwise, the franchise or any of the rights or privileges therein granted,
without the prior written consent of the City Council, which consent may not be unreasonably
denied or delayed. Any attempt to sell, transfer, lease, assign, or otherwise dispose of the
franchise without the written consent of the City Council is null and void. The granting of a
security interest in any assets of the Grantee, or any mortgage or other hypothecation, will not
be deemed a transfer for the purposes of this subsection. A transfer to a person or entity owned
or controlled by or under common ownership or control of Grantee shall not be deemed a
transfer for the purposes of this subsection.
2. The requirements of subsection (1) apply to any change in
control of Grantee. The word "control" as used herein is not limited to the ownership of major
stockholder or partnership interests, but includes actual working control in whatever manner
exercised. If Grantee is a partnership or a corporation, prior authorization of the City Council is
required where ownership or control of 25 percent or more of the partnership interests or of the
voting stock of Grantee, or any company in the tier of companies controlling the Grantee,
whether directly or indirectly, is acquired by a person or a group of persons acting in concert,
none of whom, individually or collectively, owns or controls those partnership interests or that
voting stock of the Grantee, or Grantee's upper tier of controlling companies, as of the effective
date of the franchise.
3. Unless precluded by federal law, Grantee must give prior
written notice to the City of any proposed foreclosure or judicial sale of all or a substantial part of
the Grantee's franchise property. That notification will be considered by the City as notice that a
change in control of ownership of the franchise will take place, and the provisions of this
R:/Ords 2003/Ords 03-11 4
paragraph that require the prior written consent of the City Council to that change in control of
ownership will apply.
4. For the purpose of determining whether it will consent to an
acquisition, transfer, or change in control, the City may inquire about the qualifications of the
prospective transferee or controlling party, and Grantee must assist the City in that inquiry. In
seeking the City's consent to any change of ownership or control, Grantee or the proposed
transferee, or both, must complete Federal Communications Commission Form 394 or its
equivalent. This application must be submitted to the City not less than 120 days prior to the
proposed date of transfer. The transferee must establish that it possesses the legal, financial,
and technical capability to remedy all then-existing defaults and deficiencies, and, during the
remaining term of the franchise, to operate and maintain the cable system and to comply with all
franchise requirements. If the legal, financial, and technical qualifications of the proposed
transferee are determined to be satisfactory, then the City will consent to the transfer of the
franchise.
5. Any financial institution holding a pledge of the Grantee's
assets to secure the advance of money for the construction or operation of the franchise
property has the right to notify the City that it, or a designee satisfactory to the City, will take
control of and operate the cable television system upon Grantee's default in its financial
obligations. Further, that financial institution must also submit a plan for such operation within
90 days after assuming control. The plan must insure continued service and compliance with all
franchise requirements during the period that the financial institution will exercise control over
the system. The financial institution may not exercise control over the system for a period
exceeding one year unless authorized by the City, in its sole discretion, and during that period of
time it will have the right to petition the City to transfer the franchise to another Grantee.
6. Unless prohibited by applicable law, Grantee must reimburse
the City for the City's reasonable review and processing expenses incurred in connection with
any transfer or change in control of the franchise. These expenses may include, without
limitation, costs of administrative review, financial, legal, and technical evaluation of the
proposed transferee, consultants (including technical and legal experts and all costs incurred by
these experts), notice and publication costs, and document preparation expenses. The total
amount of these reimbursable expenses may be subject to maximum limits that are specified in
the franchise agreement between the City and the Grantee. No reimbursement may be offset
against any franchise fee payable to the City during the term of the franchise.
G. Geoqraphical Coveraqe
1. Unless otherwise provided in the franchise agreement,
Grantee must design, construct, and maintain the cable television system to have the capability
to pass every dwelling unit and commercial building in the franchise service area, subject to any
service-area line extension requirements or territorial restrictions set forth in the franchise
agreement.
2. After service has been established by activating trunk or
distribution cables for any service area, Grantee must provide standard installations to any
requesting subscriber within that activated part of the service area within seven days from the
date of request, or such longer time as may be requested by the subscriber, provided that the
Grantee is able to secure on reasonable terms and conditions all rights-of-way and permits
necessary to extend service to that subscriber within that period. Standard installations are
R:/Ords 2003lOrds 03-11 5
defined as installations that are located up to 125 feet from the existing distribution system and
do not require trenching to serve.
H. Nonexclusive Franchise
Every franchise granted is nonexclusive. The City specifically reserves
the right to grant, at any time, such additional franchises for a cable television system that it
deems appropriate, subject to applicable state and federal law. If an additional franchise is
proposed to be granted to a subsequent Grantee, a noticed public hearing must first be held if
required by the provisions of Government Code § 53066.3.
I. Multiple Franchises
1. The City may grant any number of franchises, subject to
applicable state and federal law. The City may limit the number of franchises granted, based
upon, but not necessarily limited to, the requirements of applicable law and the following specific
local considerations:
a. The capacity of the public rights-of-way to
accommodate multiple cables in addition to the cables, conduits, and pipes of the existing utility
systems, such as electrical power, telephone, gas, and sewerage.
b. The benefits that may accrue to subscribers as a result
of cable system competition, such as lower rates and improved service.
c. The disadvantages that may result from cable system
competition, such as the requirement for multiple pedestals on residents' property, and the
disruption arising from numerous excavations within the public rights-of-way.
2. The City may require that any new Grantee be responsible
for its own underground trenching and the associated costs if, in the City's opinion, the rights-
of-way in any particular area cannot reasonably accommodate additional cables.
5.12.060 Franchise Applications and Renewal
A. Filinq of Applications
Any person desiring an initial franchise for a cable television system must
file an application with the City. An application fee deposit in an amount established by
resolution of the City Council must accompany the application. That application fee deposit will
cover all anticipated costs associated with reviewing and processing the application, including
without limitation costs of administrative review, financial, legal, and technical evaluation of the
applicant, consultants (including technical and legal experts and all costs incurred by those
experts), notice and publication requirements, and document preparation expenses. If actual
costs exceed the application fee deposit, the applicant must pay the difference to the City within
30 days following receipt of an itemized statement of those costs. If actual costs are less than
the application fee deposit, the remaining balance will be refunded to the applicant.
B. Applications- Contents
R:/Ords 2003lOrds 03-11 6
An application for an initial franchise for a cable television system must
contain, as applicable:
1. A statement describing the proposed franchise service area
and an explanation whether this proposed service area is, or will be, part of a larger regional
cluster of franchise service areas.
2. A resume of the applicant's prior history, including the
applicant's experience and expertise in the cable television industry.
3. A list of the partners, general and limited, of the applicant, if a
partnership, or the percentage of stock owned or controlled by each stockholder, if a closely-
held corporation. If the applicant is a publicly-owned partnership or corporation, each owner of
10 percent or more of the partnership interests, or of the issued and outstanding capital stock,
must be identified. If the applicant is a limited liability company, the following information must
be provided: the address of its principal executive office; the name and business or residence
address of each member and of each holder of an economic interest in the limited liability
company, together with the contribution and the share in profits and losses of each member and
holder of an economic interest; the name and business or residence address of any manager or
managers and the chief executive officer, if any, appointed or elected in accordance with the
articles of organization or operating agreement.
4. A list of officers, directors, and managing employees of the
applicant, and a description of the background and qualifications of each such person.
5. A statement specifying the number of people employed by the
applicant, whether on a full-time or part-time basis.
6. The names and addresses of any parent or subsidiary of the
applicant, or any other business entity owning or controlling applicant in whole or in part, or that
is owned or controlled in whole or in part by the applicant.
7. Financial statements prepared in accordance with generally
accepted accounting principles that demonstrate the applicant's financial ability to:
a. Construct, operate, maintain and remove any new
physical plant that is proposed to be constructed in the City.
b. Comply with the City's public, educational, and
governmental access requirements.
c. Comply with the City's requirement that franchise fees
be paid on the applicant's gross revenues derived from the operation of the cable system to
provide cable services.
8. An accurate map showing the location of any existing
telecommunications facilities in the City that the applicant intends to use, to purchase, or to
lease.
9. A description of the cable services and any other services that
will be offered by the applicant using existing or proposed facilities.
R:/Ords 2003lOrds 03-11 7
10. The proposed construction and service schedule, the
proposed rate structure for cable services, and the proposed commitment to provide public,
educational, and governmental access capacity, services, facilities, and equipment.
11.Any additional information that the City deems to be
reasonably necessary to evaluate the applicant's qualifications.
C. Consideration of InitialApplications
1. Upon receipt of an application for an initial franchise, the City
Manager or the City Manager's designee must prepare a report and make recommendations to
the City Council concerning that application.
2. A public hearing will be noticed prior to any initial franchise
grant, at a time and date approved by the City Council. Within 30 days after the close of the
hearing, the City Council will make a decision, based upon the documents and testimony
received at the hearing, whether the franchise should be granted, and, if granted, subject to
what conditions. The City Council may grant one or more franchises, or may decline to grant
any franchise.
D. Franchise Renewal
Franchise renewals will be processed in accordance with then-applicable
law and with the renewal terms, if any, of the franchise agreement. The City and Grantee, by
mutual consent, may enter into renewal negotiations at any time dudng the term of the
franchise. Unless prohibited by applicable law, a renewal application fee deposit in an amount
established by resolution of the City Council must accompany the renewal application or the
renewal request. That renewal application fee deposit will cover all anticipated costs associated
with reviewing and processing the renewal application, including the review of Grantee's prior
compliance with the franchise, the ascertainment of the community's cable-related needs and
interests, the engagement of technical and legal consultants, and expenses related to
negotiations and document preparation. If actual costs exceed the renewal application fee
deposit, the Grantee must pay the difference to the City within 30 days following receipt of an
itemized statement of those costs. If actual costs are less than the renewal application fee
deposit, the remaining balance will be refunded to the Grantee. No renewal application fee may
be offset against any franchise fee payable to the City during the term of the franchise. The City
Council may authorize the renewal of a cable television franchise agreement by resolution.
5.12.070 Contents of Cable Television Franchise Aqreements
A. The provisions of a franchise agreement for the operation of a
cable television system may relate to or include, without limitation, the following subject matters:
1. The geographical area, duration, and nonexclusive nature of
the franchise.
2. The applicable franchise fee to be paid to the City, including
the percentage amount, the method of computation, and the time for payment.
R:/Ords 2003/Ords 03-11 8
3. Requirements relating to compliance with and implementation
of state and federal laws and regulations pertaining to the operation of the cable television
system.
4. Requirements relating to the construction, upgrade, or rebuild
of the cable television system, as well as the provision of special services, such as outlets for
public buildings, emergency alert capability, and parental control devices.
5. Requirements relating to the maintenance of a performance
bond, a security fund, a letter of credit, or similar assurances to secure the performance of the
Grantee's obligations under the franchise agreement.
6. Requirements relating to comprehensive liability insurance,
workers' compensation insurance, and indemnification.
7. Requirements relating to consumer protection and customer
service standards, which requirements may include, without limitation, compliance with the
statutes, rules and regulations set forth below in Section 5.12.080 of this Article 2.
8. Requirements relating to the Grantee's support of local cable
usage, including the provision of public, educational, and governmental access channels, the
coverage of public meetings and special events, and financial support for the required access
channels.
9. Requirements relating to the Grantee's obligation to provide an
institutional network, and channel capacity on that institutional network for educational or
governmental use, subject to the City's rules and procedures for the use of such channel
capacity and for compatibility with any telecommunications network that has been or may be
developed by the City.
10. Requirements relating to construction, operation, and
maintenance of the cable television system within the City's streets and public rights-of-way,
including compliance with all applicable building codes and permit requirements of the City, the
abandonment, removal, or relocation of facilities, and compliance with FCC technical standards.
11. Requirements relating to recordkeeping, accounting
procedures, reporting, periodic audits, performance reviews, the inspection of Grantee's books
and records, and reimbursement for technical audits and franchise fee audits under specified
circumstances.
12. Acts or omissions constituting material breaches of or defaults
under the franchise agreement, and the applicable penalties or remedies for such breaches or
defaults, including fines, penalties, liquidated damages, suspension, revocation, and
termination.
13. Requirements relating to the sale, assignment, or other
transfer or change in control of the franchise.
14. The Grantee's obligation to maintain continuity of service and
to authorize, under certain specified circumstances, the City's operation and management of the
cable system.
R:/Ords 2003/Orals 03-11 9
15. Such additional requirements, conditions, policies, and
procedures as may be mutually agreed upon by the parties to the franchise agreement and that
will, in the judgment of City staff and the City Council, best serve the public interest and protect
the public health, welfare, and safety.
B. If there is any conflict or inconsistency between the provisions of a
franchise agreement authorized by the City Council and provisions of this Article 2, the
provisions of the franchise agreement will control.
5.12.080 Consumer Protection and Service Standards
A. Operational Standards.
1. Grantee must maintain the necessary facilities, equipment,
and personnel to comply with the following consumer protection and service standards under
normal operating conditions:
a. Sufficient toll-free telephone line capacity during
normal business hours to ensure that telephone calls are answered promptly. Telephone
answer time by a customer service representative, including wait time, may not exceed 30
seconds when the connection is made. If the call needs to be transferred, transfer time must
not exceed 30 seconds.
b. A caller must receive a busy signal less than three
percent of the time, measured quarterly.
c. Emergency toll-free telephone line capacity on a 24-
hour basis, including weekends and holidays. After normal business hours, the telephone calls
may be answered by a service or an automated response system, including an answering
machine. Calls received after normal business hours must be responded to by a trained
company representative on the next business day.
d. A conveniently-located local business and service or
payment office open during normal business hours at least eight hours daily on weekdays, and
at least four hours weekly on evenings or weekends, and adequately staffed with trained
customer service representatives to accept subscriber payments and to respond to service
requests, inquiries, and complaints.
e. An emergency system maintenance and repair staff,
capable of responding to and repairing major system malfunctions on a 24-hour per day basis.
f. A trained installation staff must provide service to any
subscriber requiring a standard installation within seven days after receipt of a request, or such
longer time as may be requested by the subscriber, in all areas where trunk and feeder cable
have been activated.
g. The Grantee must schedule, within a specified four-
hour time period Monday through Saturday (legal holidays excluded), all appointments with
subscribers for installation of service, service calls, and other activities at the subscriber's
location. The Grantee may schedule installation and service calls outside of normal business
hours for the convenience of the subscriber. The Grantee may not cancel an appointment with
R:/Ords 2003/Ords 03-11 10
a subscriber after the close of business on the business day prior to the scheduled appointment.
If a Grantee representative is delayed in keeping an appointment with a subscriber and will not
be able to honor the scheduled appointment, the subscriber must be contacted prior to the time
of the scheduled appointment, and the appointment must be rescheduled, as necessary, at a
time that is convenient for the subscriber. The Grantee must undertake appropriate quality
control measures to ensure that the customer is satisfied with the work.
h. Subscribers who have experienced a late or a missed
appointment due to the fault of the Grantee will receive either a free installation or a $20 credit.
i. Upon a subscriber's request, the Grantee will arrange
for pickup or replacement of converters or other equipment provided by the Grantee at the
subscriber's address within 14 days after the request is made if the subscriber is mobility-
limited.
2. Under normal operating conditions, the standards of
subparagraphs (a), (c), (f) and (g) above must be met not less than ninety percent of the time,
measured on a quarterly basis.
B. Service Standards
1. The Grantee will render efficient service, make repairs
promptly, and interrupt service only for good cause and for the shortest time possible. Except in
emergency situations, scheduled interruptions will occur during a period of minimum use of the
cable system, preferably between midnight and 6:00 a.m. Unless the scheduled interruption
lasts for no more than two hours and occurs between midnight and 6:00 a.m. (in which event
24-hours prior notice must be given to the City), 48-hours prior notice must be given to
subscribers.
2. The Grantee will maintain a repair force of technicians who will
respond to subscriber requests for service within the following time frames:
a. For a system outage: Within two hours, including
weekends, after receiving subscriber calls or requests for service that by number identify a
system outage of sound or picture on one or more channels, affecting five or more subscribers
to the system.
b. For an isolated outage: Within 24 hours, including
weekends, after receiving requests for service identifying an isolated outage of sound or picture
on one or more channels.
c. For inferior signal quality: No later than the following
business day, excluding Sundays and holidays, after a request for service identifying a problem
concerning picture or sound quality.
3. The Grantee will be deemed to have responded to a request
for service under the provisions of this paragraph (B) when a technician arrives at the service
location and begins work on the problem if the problem cannot be corrected remotely. If a
subscriber is not home when the technician arrives, the technician must leave written
notification of arrival.
R:/Ords 2003/Ords 03-11 11
4. The Grantee may not charge for the repair or replacement of
defective or malfunctioning equipment provided by the Grantee to subscribers, unless the defect
or malfunction was caused by the subscriber.
5. The Grantee must determine the nature of the problem within
24 hours after commencing work and resolve all cable system related problems within three
business days, unless technically infeasible.
C. Billing and Information Standards.
1. Subscriber bills must be clear, concise, and understandable.
Bills must be fully itemized, with itemizations including, but not limited to, basic and premium
service charges and equipment charges. Bills also must clearly delineate all activity during the
billing period, including optional charges, rebates, and credits.
2. The first billing to a subscriber after a new installation or
service change must be prorated based upon when the new or changed service commenced.
Subscribers must not be charged a late fee or otherwise penalized for any failure attributable to
the Grantee, including the failure to timely or correctly bill the subscriber.
3. In case of a billing dispute, the Grantee must respond in
writing to a written complaint from a subscriber within 30 days after receiving the complaint at
the office specified on the billing statement for receiving that complaint.
4. Upon request by a subscriber, credits or refunds must be
provided by Grantee to subscribers who experience an outage, interruption, or disconnection of
service of four or more consecutive hours, provided that such loss of service is neither caused
by the subscriber nor attributable to scheduled repairs, maintenance, or construction in
circumstances where Grantee has provided advance written notice to subscriber, and the loss
of service does not exceed the time period specified by Grantee. For subscribers terminating
service, credits or refunds must be issued promptly, but no later than 30 days after the return of
any Grantee-supplied equipment.
5. The Grantee must provide written information on each of the
following matters at the time of the installation of service, at least annually to all subscribers,
and at any time upon request:
a. Products and services offered.
b. Prices and options for programming services and
conditions of subscription to programming and other services.
c. Installation and service maintenance policies.
d. Instructions on the use of the cable service.
e. Channel positions of programming carried on the
s~tem.
f. Billing and complaint procedures, including the address
and telephone number of the City's office designated for dealing with cable-related issues.
R:/Ords 2003/Ords 03-11 12
g. Consumer protection and service standards and
penalties for noncompliance.
6. Subscribers must be notified in writing of any changes in rates,
programming services, or channel positions as soon as possible. Notice must be given to
subscribers a minimum of 30 days in advance of those changes if the change is within the
control of the Grantee. In addition, Grantee will endeavor to notify Grantor of those changes at
least five working days before subscribers ara notified.
7. The Grantee must maintain a public file containing all written
notices provided to subscribers under these consumer protection and service standards and all
published promotional offers made by Grantee to subscribers. These documents must be
maintained for a minimum period of two years.
D. Verification of Compliance with Standards.
1. Upon 30 days prior written notice, the City may require the
Grantee to provide a written report demonstrating its compliance with any of the consumer
service standards specified in this section. The Grantee must provide sufficient documentation
to enable the City to verify compliance.
2. A repeated and verifiable pattern of noncompliance with the
consumer protection and service standards of this section, after the Grantee's raceipt of written
notice and an opportunity to cure, may be deemed a material breach of the franchise
agreement.
E. Subscriber Complaints and Disputes.
1. The Grantee must establish written procedures for receiving,
acting upon, and rasolving subscriber complaints without intervention by the City. The written
procedures must prescribe the manner in which a subscriber may submit a complaint, either
orally or in writing, specifying the subscriber's grounds for dissatisfaction. The Grantee must
file a copy of these procedures with the City. These procedures must include a requirement
consistent with Section 5.12.080(C)(3).
2. Upon raquest, and subject to applicable law protecting
subscriber privacy rights, the City has the right to review the Grantee's response to subscriber
complaints.
3. All subscribers have the right to continue receiving service so
long as their financial and other obligations to the Grantee are honored. If the Grantee elects to
rebuild, modify, or sell the system, or if the City gives notice of intent to terminate or not to
renew the franchise, the Grantee must act to ensure that all subscribers receive service while
the franchise remains in force.
4. Upon a change of control of the Grantee, or if a new operator
acquires the cable system, the original Grantee must cooperate with the City, the new Grantee,
or the new operator in maintaining continuity of service to all subscribers. During that transition
period, the Grantee is entitled to the revenues derived from its operation of the cable system.
F. Disconnection and Downqrades.
R:/Ords 2003lOrds 03-11 13
1. A subscriber may terminate or downgrade service at any time,
and the Grantee must promptly comply with the subscriber's request within seven days or at any
later time requested by the subscriber. No period of notice prior to voluntary termination or
downgrade of service may be required of subscribers. Grantee will impose no charges for the
voluntary termination of all services unless a visit to the subscriber's premises is required to
remove a converter box or other equipment or property owned by Grantee. Grantee may, in
accordance with applicable law, charge a fee to downgrade service if a service call is required.
2. The Grantee may disconnect a subscriber's service in
compliance with paragraphs (i), (j), and (k)of Section 53088.2 of the California Government
Code. If service is disconnected for nonpayment of past due fees or charges, the Grantee must
promptly reinstate service upon payment in full by the subscriber of all such fees and charges,
including late charges.
3. Notwithstanding the requirements of subsection (2) above, the
Grantee may immediately disconnect service to a subscriber if the subscriber is damaging or
destroying the Grantee's cable system or equipment.
4. The Grantee may also disconnect service to a subscriber
when service causes signal leakage exceeding federal limits, if service is disconnected, the
Grantee will immediately resume service without charge upon the satisfactory correction of the
signal leakage problem if the signal leakage problem is attributable to the Grantee.
5. The Grantee may also disconnect service in cases where
customers are stealing service or have made threats of physical violence upon Grantee's
personnel.
6. Upon termination of service to a subscriber, the Grantee will
endeavor to remove its equipment from the subscriber's premises within 30 days.
G. Chanqes in Service. Except as otherwise provided by federal or state
law, subscribers must not be required to pay any additional fee or charge, other than the regular
service fee, in order to receive the services selected. No charge may be imposed for any
service or equipment that the subscriber has not affirmatively selected. Payment of the regular
monthly bill will not by itself constitute an affirmative selection.
H. Deposits. Grantee may require a reasonable, nondiscriminatory
deposit on equipment provided to subscribers. Such deposits must be placed in an interest-
bearing account. The deposit must be returned, with interest earned to the date of repayment,
within 30 days after the equipment is returned to the Grantee.
I. Parental Control Option. Grantee must provide parental control
devices at no charge to all subscribers who desire to block the video or audio portion of any pay
channels providing adult programming that the subscriber finds objectionable. For other
programming, such devices will be provided at a reasonable charge to the subscriber.
J. Additional Requirements.
1. All officers, agents, and employees of the Grantee, or of its
contractors or subcontractors, who, in the normal course of work come into contact with
members of the public, or who require entry onto subscribers' premises, must display a photo-
R:/Ords 2003/Orals 03-11 14
identification card. The Grantee must account for all identification cards at all times. All
vehicles of the Grantee or its subcontractors must be clearly identified as vehicles engaged in
providing services for the Grantee.
2. In addition to the consumer protection and service standards
specified in this Section 5.12.080, the Grantee must comply with all applicable consumer
protection and service standards that are imposed upon cable operators by the following:
a. Federal statutes, and the rules, regulations, and orders
of the Federal Communications Commission, including the following:
(i) The provisions of Section 76.630 of Title 47
of the Code of Federal Regulations, as it now exists or may later be amended, which relate to
compatibility with consumer electronics equipment.
(ii) The provisions of Section 551 of Title 47,
United States Code, as it now exists or may later be amended, which relate to the protection of
subscriber privacy.
b. The provisions of California Government Code
Sections 53054, et seq., entitled the "Cable Television and Video Provider Customer Service
and Information Act."
c. The provisions of California Government Code Section
53088, et seq., entitled the "Video Customer Service Act."
d. The provisions of California Civil Code Section
1722(b)(1)-(6), which relate to service or repair transactions between cable television
companies and their subscribers.
e. The provisions of California Penal Code Section 637.5,
which relate to subscribers' rights to privacy protection.
3. If there is any conflict or inconsistency between a consumer
protection and service standard specified in this Section 5.12.080, and a standard set forth in
the statutes, rules, regulations, and orders that are referenced above in subsection (2), then the
standard that is specified in this Section 5.12.080 will apply to the extent authorized by
applicable law.
K. Penalties for Noncompliance.
1. Purpose. The purpose of this paragraph is to authorize
monetary penalties for the violation of the customer service standards established by this
section in a manner consistent with the Video Customer Service Act (Government Code
Sections 53088 et seq.) and pursuant to the City's inherent police powers. The imposition of
penalties authorized by this paragraph (K) will not prevent the City or any other affected party
from exercising any other remedy to the extent permitted by law.
2. Administration and Appeals.
R:/Ords 2003/Ords 03-11 15
a. The City Manager or the City Manager's designee is
authorized to administer this paragraph (K). Decisions by the City Manager to assess monetary
penalties against the Grantee must be in writing and must contain findings supporting the
decisions. Decisions by the City Manager are final, unless appealed to the City Council.
b. If the Grantee or any interested person is aggrieved by
a decision of the City Manager, the aggrieved party may, within 10 days of the written decision,
appeal that decision in writing to the City Council. The appeal letter must be accompanied by
the fee established by the City Council for processing the appeal. The City Council may affirm,
modify, or reverse the decision of the City Manager.
c. Schedule of Penalties. The following schedule of
monetary penalties may be assessed against the Grantee for the material breach of the
provisions of the customer service standards set forth in this section, provided that the breach is
within the reasonable control of the Grantee:
(i) For a first material breach: the maximum
penalty is $200 for each day of material breach, but not to exceed a cumulative total of $600 for
each occurrence of the material breach.
(ii) For a second material breach of the same
nature within a 12-month period for which the City has provided notice and a penalty has been
assessed, the maximum penalty is $400 for each day of the material breach, but not to exceed
a cumulative total of $1200 for each occurrence of the material breach.
(iii) For a third or further material breach of the
same nature within a 12-month period for which the City has provided notice and a penalty has
been assessed, the maximum penalty is $1000 for each day of the material breach, but not to
exceed a cumulative total of $3000 for each occurrence of the material breach.
(iv) The maximum penalties referenced above
may be increased by any additional amount authorized by state law.
d. Judicial Remedy. This paragraph does not preclude
any affected party from pursuing any judicial remedy available to that party without regard to this
paragraph (K).
e. Notification of Breach. The City must give the Grantee
written notice of any alleged breach of the consumer service standards and allow the Grantee at
least 30 days, or such longer time as may be reasonably necessary to cure, from receipt of the
notice to remedy the specified breach. For the purpose of assessing penalties, a material
breach is deemed to have occurred for each day, following the expiration of the period for cure
specified herein, that any breach has not been remedied by the Grantee, irrespective of the
number of subscribers affected.
f. Limitations. With respect to any Grantee that operates
under a franchise or license agreement with the City, any monetary penalties assessed under
this paragraph (K) must be reduced dollar for dollar to the extent that any liquidated damage or
penalty provision of the franchise or license agreement imposes a monetary obligation on the
Grantee for the same customer service failure, and no other monetary damages may be
assessed for that customer service failure.
R:/Ords 2003lOrds 03-11 16
ARTICLE 3. OPEN VIDEO SYSTEMS
5.12.090 Applicability
The provisions of this Article 3 apply to an open video system operator,
as defined below in Section 5,12,170, that intends to deliver video programming to consumers
in the City over an open video system.
5.12,100 Application Required
A. Before commencing the delivery of video programming services to
consumers in the City over an open video system, the open video system operator must file an
application with the City. That application must include or be accompanied by the following, as
applicable:
1. The identity of the applicant, including all affiliates of the
applicant.
2. Copies of FCC Form 1275, all "Notices of Intent" filed under 47
CFR 76.1503(b)(1), and the Order of the FCC, all of which relate to certification of the applicant
to operate an open video system in the City in accordance with Section 653(a)(1) of the
Communications Act and the FCC's rules.
3. The area or areas of the City that the applicant desires to
serve.
4. A description of the open video system services that will be
offered by the applicant over its existing or proposed facilities.
5. A description of the transmission medium that will be used by
the applicant to deliver the open video system services.
6. Information in sufficient detail to establish the applicant's
technical qualifications, experience, and expertise regarding the ownership and operation of the
open video system described in the application.
7. Financial statements prepared in accordance with generally
accepted accounting principles that demonstrate the applicant's financial ability to:
a. Construct, operate, maintain and remove any new
physical plant that is proposed to be constructed in the City.
b. Comply with the City's public, educational, and
governmental access requirements as specified below in Section 5.12.120(B)(4).
c. Comply with the City's requirement that gross revenue
fees be paid in the maximum amount authorized under federal law, as specified below in
Section 5.12.120(B)(2).
R:/Ords 2003/Ords 03-11 17
8. An accurate map showing the location of any existing
telecommunications facilities in the City that the applicant intends to use, to purchase, or to
lease.
9. If the applicant's operation of the open video system will
require the construction of new physical plant and facilities in the City, the following additional
information must be provided:
dates.
a. A preliminary construction schedule and completion
b. Preliminary engineering plans, specifications, and a
network map of any new facilities to be constructed in the City, in sufficient detail to identify:
(i)
The location and route requested for the
applicant's proposed facilities.
(ii) The locations, if any, for interconnection
with the facilities of other telecommunications service providers.
(iii) The specific structures, improvements,
facilities, and obstructions, if any, that the applicant proposes to add, remove, or relocate on a
temporary or permanent basis.
c. The applicant's statement that, in constructing any new
physical plant, the applicant will comply with all applicable ordinances, rules, and regulations of
the City, including the payment of all required permit and processing fees.
submitted to the City by
Section 5.12.140.
10. The information and documentation that is required to be
a video provider, as specified below in paragraph (B) of
Manager.
11. Such additional information as may be requested by the City
12. An application fee deposit in an amount established by
resolution of the City Council.
B. If any item of information specified above in paragraph (A) is
determined under paramount federal or state law to be unlawful, the City Manager is authorized
to waive the requirement that such information be included in the application.
5.12.110 Review of the Application
Within 30 days after receipt of an application filed under Section 5.12.100
that is deemed to be complete, the City Manager will give written notice to the applicant of the
City's intent to negotiate an agreement setting forth the terms and conditions under which the
operation of the proposed open video system will be authorized by the City. The
commencement of those negotiations will be on a date that is mutually acceptable to the City
and to the applicant.
R:/Ords 2003lOrds 03-11 18
5.12.120 A.qreement Required
A. No video programming services may be provided in the City by an
open video system operator unless the operator and the City have executed a written
agreement, which may be designated as a franchise, setting forth the terms and conditions
under which the operation of the proposed open video system will be authorized by the City.
That agreement may be authorized and approved by resolution of the City Council.
B. The agreement between the City and the open video system operator
may contain provisions that relate to the following subject matters, to the extent that such
provisions and subject matters are not preempted by federal law or regulations:
1. The nature, scope, and duration of the agreement, including
provisions for its renewal or extension.
2. The obligation of the open video system operator to pay to the
City, at specified times and in lieu of the franchise fees permitted under Section 622 of the
Communications Act, fees on the gross revenue received by the operator, as authorized by 47
CFR 76.1511, in accordance with the following standards and procedures:
a. The amount of the fees on the gross revenue will be
the maximum amount authorized by Section 653(c)2)(B) of the Communications Act, which is
the rate imposed by the City on the existing franchised cable operator.
b. The term "gross revenue" means (i) all gross revenue
received by an open video system operator or its affiliates, including all revenue received from
subscribers and all carriage revenue received from unaffiliated video programming providers;
and (ii) all advertising revenue received by the operator or its affiliates in connection with the
provision of video programming, where such revenue is included in the calculation of the cable
franchise fee paid to the City by the incumbent franchised cable operator. The term "gross
revenue" does not include revenue, such as subscriber or advertising revenue, collected by
unaffiliated video programming providers.
3. The obligation of the open video system operator to comply
with requirements relating to information collection and recordkeeping, accounting procedures,
reporting, periodic audits, and inspection of records in order to ensure the accuracy of the fees
on the gross revenue that are required to be paid as specified above in Subsection (2).
4. The obligation of the open video system operator to meet the
City's requirements with respect to public, educational, and governmental access channel
capacity, services, facilities, and equipment, as provided for in 47 CFR 76.1505. In this regard,
the following standards and procedures are applicable:
a. The open video system operator is subject to the same
public, educational, and governmental access requirements that apply within the cable
television franchise service area with which its system overlaps.
b. The open video system operator must ensure that all
subscribers receive ail public, educational, and governmental access channels within the
franchise service area in which the City's subscribers are located.
R:/Ords 2003/Ords 03-11 19
c. The open video system operator may negotiate with
the City to establish the operator's obligations with respect to public, educational, and
governmental access channel capacity, services, facilities, and equipment. These negotiations
may include the City's franchised cable operator if the City, the open video system operator, and
the franchised cable operator so desire.
d. If the open video system operator and the City are
unable to reach an agreement regarding the operator's obligations with respect to public,
educational, and governmental access channel capacity, services, facilities, and equipment
within the City's jurisdiction, then the following obligations will be imposed:
(i) The open video system operator must
satisfy the same public, educational, and governmental access obligations as the City's
franchised cable operator by providing the same amount of channel capacity for public,
educational, and governmental access and by matching the City's franchised cable operator's
annual financial contributions in support of public, educational, and governmental access
services, facilities, and equipment that are actually used by the City. For in-kind contributions,
such as cameras or production studios, the open video system operator may satisfy its statutory
obligation by negotiating mutually agreeable terms with the City's franchised cable operator, so
that public, educational, and governmental access services to the City are improved or
increased. If such terms cannot be agreed upon, the open video system operator must pay to
the City the monetary equivalent of the franchised cable operator's depreciated in-kind
contribution, or, in the case of facilities, the annual amortization value. Any matching
contributions provided by the open video system operator must be used to fund activities arising
under Section 611 of the Communications Act.
(ii) The City will impose upon the open video
system operator the same rules and procedures that it imposes upon the franchised cable
operator with regard to the open video system operator's use of channel capacity designated for
public, educational, and governmental access use when that capacity is not being used for such
purposes.
e. The City's franchised cable operator is required under
federal law to permit the open video system operator to connect with its public, educational, and
governmental access channel feeds. The open video system operator and the franchised cable
operator may decide how to accomplish this connection, taking into consideration the physical
and technical characteristics of the cable and the open video systems involved. If the
franchised cable operator and the open video system operator cannot agree on how to
accomplish the connection, the City has the right to decide. The City may require that the
connection occur on City-owned property or on public rights-of-way.
f. All costs of connection to the franchised cable
operator's public, educational, and governmental access channel feed must be borne by the
open video system operator. These costs will be counted towards the open video system
operator's matching financial contributions set forth above in subparagraph (d)(i).
g. The City will not impose upon the open video system
operator any public, educational, or governmental access obligations that are greater than those
imposed upon the incumbent franchised cable operator.
R:/Ords 2003lOrds 03-11 20
h. If there is no incumbent franchised cable operator, the
provisions of 47 CFR 76.1505(d)(6) will be applicable in determining the obligations of the open
video system operator.
i. The open video system operator must adjust its system
to comply with new public, educational, and access obligations imposed on the City's incumbent
franchised cable operator following a renewal of the cable television franchise; provided,
however, that the open video system operator will not be required to displace other
programmers using its open video system to accommodate public, educational, and
governmental access channels. The open video system operator must comply with such new
public, educational, and governmental access obligations whenever additional capacity is or
becomes available, whether it is due to increased channel capacity or to decreased demand for
channel capacity.
5. If the City and the open video system operator cannot agree
on the application of the FCC's rules regarding the open video system operator's obligations to
provide public, educational, and governmental access under the provisions of subsection (4) set
forth above, then either party may file a complaint with the FCC in accordance with the dispute
resolution procedures set forth in 47 CFR 76.1514. No agreement will be executed by the City
until the dispute has been finally resolved.
6. If the open video system operator intends to maintain an
institutional network, as defined in Section 611(f) of the Communications Act, the City will
require that educational and governmental access channels be designated on that institutional
network to the same extent that those channels are designated on the institutional network of
the City's franchised cable operator.
7. The authority of an open video system operator to exercise
editorial control over any public, educational, or governmental use of channel capacity will be
restricted in accordance with the provisions of 47 CFR 76.1505(f).
8. The obligation of the open video system operator to comply
with all applicable federal, state, and local statutes, ordinances, and regulations relating to
customer service standards, including those specified in Section 5.12.080 of Article 2 of this
chapter.
9. If new physical plant is proposed to be constructed within the
City, the obligation of the open video system operator to comply with the following rights-of-way
use and management responsibilities that are also imposed by the City upon other cable
television and telecommunications service providers in a nondiscriminatory and competitively
neutral manner:
a. Compliance with all applicable City codes, including
applications for excavation, encroachment, and construction permits and the payment of all
required permit and inspection fees.
b. The coordination of construction activities.
c. Compliance with
procedures for constructing lines across private property.
established standards and
R:/Ords 2003lOrds 03-11 21
d. Compliance with all applicable insurance and
indemnification requirements.
e. The repair and resurfacing of construction-damaged
streets.
f. Compliance with all public safety requirements that are
applicable to cable television and telecommunications service providers using public property or
public rights-of-way.
10. Acts or omissions constituting breaches or defaults of the
agreement, and the applicable penalties, liquidated damages, and other remedies, including
fines or the suspension, revocation, or termination of the agreement.
11. Requirements relating to the sale, assignment, or transfer of
the open video system.
12. Requirements relating to the open video system operator's
compliance with and implementation of state and federal laws, rules, and regulations pertaining
to the operation of the open video system.
13. Such additional requirements, conditions, terms, policies, and
procedures as may be mutually agreed upon by the City and the open video system operator
and that will, in the judgment of the City Council, best serve the public interest and protect the
public health, welfare, and safety.
ARTICLE 4. OTHER VIDEO AND TELECOMMUNICATIONS SERVICES AND
SYSTEMS
5.12.130. Other Multichannel Video Preqrammin.q Distributors
The term "cable system," as defined in federal law and as set forth in
Section 5.12.170 below, does not include a facility that serves subscribers without using any
public rights-of-way. Consequently, the categories of multichannel video programming identified
below are not deemed to be "cable systems" and are therefore exempt from the City's franchise
requirements and from certain other local regulatory provisions authorized by federal law,
provided that their distribution or transmission facilities do not involve the use of the City's public
rights-of-way.
A. Multichannel multipoint distribution service ("MMDS"), also known as
"wireless cable," which typically involves the transmission by an FCC-licensed operator of
numerous broadcast stations from a central location using line-of-sight technology.
B. Local multipoint distribution service ("LMDS"), another form of over-
the-air wireless video service for which licenses are auctioned by the FCC, and which offers
video programming, telephony, and data networking services.
C. Direct broadcast satellite ("DBS"), also referred to as "direct-to-home
satellite services," which involves the distribution or broadcasting of programming or services by
satellite directly to the subscriber's premises without the use of ground receiving or distribution
equipment, except at the subscriber's premises or in the uplink process to the satellite. Local
R:/Ords 2003/Ords 03-11 22
regulation of direct-'to-home satellite services is further proscribed by the following federal
statutory provisions:
1. 47 U.S.C. § 303(v) confers upon the FCC exclusive jurisdiction
to regulate the provision of direct-to-home satellite services.
2. Section 602 of the Telecommunications Act of 1996 states that
a provider of direct-to-home satellite service is exempt from the collection or remittance, or both,
of any tax or fee imposed by any local taxing jurisdiction on direct-to-home satellite service. The
terms "tax" and '~ee" are defined by federal statute to mean any local sales tax, local use tax,
local intangible tax, local income tax, business license tax, utility tax, privilege tax, gross
receipts tax, excise tax, franchise fees, local telecommunications tax, or any other tax, license,
or fee that is imposed for the privilege of doing business, regulating, or raising revenue for a
local taxing jurisdiction.
5.12.140 Video Providers - Reqistration; Customer Service Standards
A. Unless the customer protection and customer service obligations of a
video provider, as that term is defined in Section 5.12.170, are specified in a franchise, license,
lease, or similar written agreement with the City, a video provider must comply with all
applicable provisions of the following state statutes:
1. The Cable Television and Video Customer Service and
Information Act (Government Code §§ 53054, et seq.)
2. The Video Customer Service Act (Government Code
§§ 53088, et seq.)
B. All video providers that are operating in the City on the effective date
of this ordinance, or that intend to operate in the City after its effective date, must register with
the City; provided, however, that this registration requirement is not applicable to any video
provider that has executed a franchise, license, lease or similar written agreement with the City.
The registration form must include or be accompanied by the following:
1. The video provider's name, address, and local telephone
numbers.
2. The names of the officers of the video provider.
3. A copy of the video provider's written policies and procedures
relating to customer service standards and the handling of customer complaints, as required by
Government Code §§ 53054, et seq. These customer service standards must include, without
limitation, standards regarding the following:
a. Installation, disconnection, service and repair
obligations, employee identification, and service call response time and scheduling.
b. Customer service telephone and office hours.
c. Procedures for billing, charges, refunds, and credits.
R:/Ords 2003/Ords 03-11 23
d. Procedures for termination of service.
e. Notice of the deletion of a programming service, the
changing of channel assignments, or an increase in rates.
f. Complaint procedures and procedures for bill dispute
resolution.
g. The video provider's written acknowledgment of its
obligation under Government Code §53055.1 to provide to new customers a notice describing
the customer service standards specified above in subparagraphs (a) through (f) at the time of
installation or when service is initiated. The notice must also include, in addition to all of the
information described above in subparagraphs (a) through (f), all of the following:
(i) A listing of the services offered by the video
provider that clearly describes all levels of service and the rates for each level of service.
(ii) The telephone number or numbers through
which customers may subscribe to, change, or terminate service, request customer service, or
seek general or billing information.
(iii) A description of the rights and remedies that
the video provider may make available to its customers if the video provider does not materially
meet its customer service standards.
h. The video provider's written commitment to distribute
annually to its employees and customers, and to the City, a notice describing the customer
service standards specified above in subparagraphs (a) through (f). This annual notice must
include the report of the video provider on its performance in meeting its customer service
standards, as required by Government Code §53055.2. Subject to the written notice and cure
provisions of Government Code §53056(b), a video provider that fails to distribute the annual
notice required by Government Code {}53055.1 will be assessed a monetary penalty in the sum
of $500 for each year in which the annual notice is not distributed to all of its customers.
4. Unless a video provider is exempt under federal law from its
payment, a registration fee in an amount established by resolution of the City Council to cover
the reasonable costs incurred b~, the City in reviewing and processing the registration form.
5. In addition to the registration fee specified above in
subsection (4), the written commitment of the video provider to pay to the City, when due, all
costs and expenses reasonably incurred by the City in resolving any disputes between the video
provider and its subscribers, which dispute resolution is mandated by Government Code
§53088.2(o).
C. The customer service obligations imposed upon video providers by
the Video Customer Service Act (Government Code {}53088 et seq.) consist of the following:
1. Every video provider must render reasonably efficient service,
make repairs promptly, and interrupt service only as necessary.
R:/Ords 2003lOrds 03-11 24
2. All video provider personnel contacting subscribers or potential
subscribers outside the office of the provider must be clearly identified as associated with the
video provider.
3. At the time of installation, and annually thereafter, all video
providers must provide to all customers a written notice of the programming offered, the prices
for that programming, the provider's installation and customer service policies, and the name,
address, and telephone number of the City's office that is designated for receiving complaints.
4. All video providers must have knowledgeable, qualified
company representatives available to respond to customer telephone inquiries Monday through
Friday, excluding holidays, during normal business hours.
5. All video providers must provide to customers a toll-free or
local telephone number for installation, service, and complaint calls. These calls must be
answered promptly by the video providers.
6. All video providers must render bills that are accurate and
understandable.
7. All video providers must respond promptly to a complete
outage in a customer's service. The response must occur within 24 hours of the reporting of
that outage to the provider, except in those situations beyond the reasonable control of the
video provider. A video provider will be deemed to respond to a complete outage when a
company representative arrives at the outage location within 24 hours and begins to resolve the
problem.
8. All video providers must provide a minimum of 30 days' written
notice before increasing rates or deleting channels. All video providers must make every
reasonable effort to submit the notice to the City in advance of its distribution to customers. The
30-day notice is waived if the increases in rates or deletion of channels are outside the control
of the video provider. In those cases, the video provider must make reasonable efforts to
provide customers with as much notice as possible.
9. All video providers must allow every residential customer who
pays his or her bill directly to the video provider at least 15 days from the date the bill for
services is mailed to the customer, to pay the listed charges unless otherwise agreed to
pursuant to a residential rental agreement establishing tenancy. Customer payments must be
posted promptly. No video provider may terminate residential service for nonpayment of a
delinquent account unless the video provider furnishes notice of the delinquency and impending
termination at least 15 days prior to the proposed termination. The notice must be mailed,
postage prepaid, to the customer to whom the service is billed. Notice must not be mailed until
the 16th day after the date the bill for services was mailed to the customer. The notice of
delinquency and impending termination may be part of a billing statement. No video provider
may assess a late fee any earlier than the 22nd day after the bill for service has been mailed.
10. Every notice of termination of service pursuant to the
preceding subsection (9) must include all of the following information:
a. The name and address of the customer whose account
is delinquent.
R:/Ords 2003/Orals 03-11 25
b. The amount of the delinquency.
c. The date by which payment is required in order to
avoid termination of service.
d. The telephone number of a representative of the video
provider who can provide additional information and handle complaints or initiate an
investigation concerning the service and charges in question. Service may only be terminated
on days in which the customer can reach a representative of the video provider either in person
or by telephone.
11. Any service terminated without good cause must be restored
without charge for the service restoration. Good cause includes, but is not limited to, failure to
pay, payment by check for which there are insufficient funds, theft of service, abuse of
equipment or system personnel, or other similar subscriber actions.
12. AII video providers must issue requested refund checks
promptly, but no later than 45 days following the resolution of any dispute, and following the
return of the equipment supplied by the video provider, if service is terminated.
13. All video providers must issue security or customer deposit
refund checks promptly, but no later than 45 days following the termination of service, less any
deductions permitted by law.
14. Video providers must not disclose the name and address of a
subscriber for commercial gain to be used in mailing lists or for other commercial purposes not
reasonably related to the conduct of the businesses of the video providers or their affiliates,
unless the video providers have provided to the subscriber a notice, separate or included in any
other customer notice, that clearly and conspicuously describes the subscriber's ability to
prohibit that disclosure. Video providers must provide an address and telephone number for a
local subscriber to use without toll charge to prevent disclosure of the subscriber's name and
address.
D. As authorized by Government Code §53088(q), the following
schedule of penalties is adopted. These penalties may be imposed for the material breach by a
video provider of the consumer protection and service standards that are set forth above in
paragraph (C), provided that the breach is within the reasonable control of the video provider.
These penalties are in addition to any other remedies authorized by this article or by any other
law, and the City has discretion to elect the remedy that it will apply. The imposition of penalties
authorized by this paragraph (D) will not prevent the City or any other affected party from
exercising any other remedy to the extent permitted by law, including but not limited to any
judicial remedy as provided below in subsection (2).
1. Schedule of Penalties.
a. For a first material breach: the maximum penalty is
$200 for each day of material breach, but not to exceed a cumulative total of $600 for each
occurrence of material breach, irrespective of the number of customers affected.
b. For a second material breach of the same nature for
which a monetary penalty was previously assessed within the preceding 12-month period: the
R:/Ords 2003/Ords 03-11 26
maximum penalty is $400 per day, not to exceed a cumulative total of $1,200 for each
occurrence of the material breach, irrespective of the number of customers affected.
c. For a third or further material breach of the same
nature for which a monetary penalty was previously assessed within the preceding 12-month
period: the maximum penalty is $1,000 per day, not to exceed a cumulative total of $3,000 for
each occurrence of the material breach, irrespective of the number of customers affected.
d. The maximum penalties referenced above may be
increased by any additional amount authorized by state law.
2. Judicial Remedies Not Affected.
The imposition of penalties in accordance with the provisions of
subsection (1) above does not preclude any affected party from pursuing any judicial remedy
that is available to that party.
3. Administration, Notice, and Appeal.
a. The City Manager or the City Manager's designee is
authorized to administer this paragraph (D). Decisions by the City Manager to assess penalties
against a video provider must be in writing and must contain findings supporting the decisions.
Decisions by the City Manager are final, unless appealed to the City Council.
b. If the video provider or any interested person is
aggrieved by a decision of the City Manager, the aggrieved party may, within 10 days of the
written decision, appeal that decision in writing to the City Council. The appeal letter must be
accompanied by the fee established by the City Council for processing the appeal. The City
Council may affirm, modify, or reverse the decision of the City Manager.
c. The imposition of monetary penalties under subsection
(1) above is subject to the following requirements and limitations:
(i) The City must give the video provider
written notice of any alleged material breach and must allow the video provider at least 30 days
from receipt of that notice to remedy the breach.
(ii) For the purpose of assessing monetary
penalties, a material breach will be deemed to have occurred for each day following the
expiration of the period for cure specified in subparagraph (i) above that the material breach has
not been remedied by the video provider, irrespective of the number of customers affected.
5.12.150. Telecommunications Service Provided By Telephone Corporations
A. The City Council finds and determines as follows:
1. The federal Telecommunications Act of 1996 preempts and
declares invalid all state rules that restrict entry or limit competition in both local and long-
distance telephone service.
R:/Ords 2003lOrds 03-11 27
2. The California Public Utilities Commission ("CPUC") is
primarily responsible for the implementation of local telephone competition, and it issues
certificates of public convenience and necessity to new entrants that are qualified to provide
competitive local telephone exchange services and related telecommunications service,
whether using their own facilities or the facilities or services provided by other authorized
telephone corporations.
3. Section 234(a) of the California Public Utilities Code defines a
"telephone corporation" as "every corporation or person owning, controlling, operating, or
managing any telephone line for compensation within this state."
4. Section 616 of the California Public Utilities Code provides that
a telephone corporation "may condemn any property necessary for the construction and
maintenance of its telephone line."
5. Section 2902 of the California Public Utilities Code authorizes
municipal corporations to retain their powers of control to supervise and regulate the
relationships between a public utility and the general public in matters affecting the health,
convenience, and safety of the general public, including matters such as the use and repair of
public streets by any public utility and the location of the poles, wires, mains, or conduits of any
public utility on, under, or above any public streets.
6. Section 7901 of the California Public Utilities Code authorizes
telephone and telegraph corporations to construct telephone or telegraph lines along and upon
any public road or highway, along or across any of the waters or lands within this state, and to
erect poles, posts, piers, or abutments for supporting the insulators, wires, and other necessary
fixtures of their lines, in such manner and at such points as not to incommode the public use of
the read or highway or interrupt the navigation of the waters.
7. Section 7901.1 of the California Public Utilities Code confirms
the right of municipalities to exercise reasonable control as to the time, place, and manner in
which roads, highways, and waterways are accessed, which control must be applied to all
entities in an equivalent manner. Nothing in Section 7901.1 adds to or subtracts from any
existing authority that municipalities have with respect to the imposition of fees.
8. Section 50030 of the California Government Code provides
that any permit fee imposed by a city for the placement, installation, repair, or upgrading of
telecommunications facilities, such as lines, poles, or antennas, by a telephone corporation that
has obtained all required authorizations from the CPUC and the FCC to provide
telecommunications services, must not exceed the reasonable costs of providing the service for
which the fee is charged, and must not be levied for general revenue purposes.
B. In recognition of and in compliance with the statutory authorizations
and requirements set forth above in paragraph (A), the following regulatory provisions are
applicable to a telephone corporation that desires to provide telecommunications service by
means of facilities that are proposed to be constructed within the City's public rights-of-way:
1. The telephone corporation must apply for and obtain, as may
be applicable, an excavation permit, an encroachment permit, or a building permit ("ministerial
permit.")
R:/Ords 2003lOrds 03-11 28
2. In addition to the information required by this Code in
connection with an application for a ministerial permit, a telephone corporation must submit to
the City the following supplemental information:
a. A copy of the certificate of public convenience and
necessity issued by the CPUC to the applicant, and a copy of the CPUC decision that
authorizes the applicant to provide the telecommunications service for which the facilities are
proposed to be constructed in the City's public rights-of-way. Any applicant that, prior to 1996,
provided telecommunications service under administratively equivalent documentation issued
by the CPUC may submit copies of that documentation in lieu of a certificate of public
convenience and necessity.
b. If the applicant has obtained from the CPUC a
certificate of public convenience and necessity to operate as a "competitive local carrier," the
following additional requirements are applicable:
(i) As required by Decision No. 95-12-057 of
the CPUC, the applicant must establish that it has timely filed with the City a quarterly report
that describes the type of construction and the location of each construction project proposed to
be undertaken in the City during the calendar quarter in which the application is filed, so that the
City can coordinate multiple projects, as may be necessary.
(ii) If the applicant's proposed construction
project will extend beyond the utility rights-of-way into undisturbed areas or other rights-of-way,
the applicant must establish that it has filed a petition with the CPUC to amend its certificate of
public convenience and necessity and that the proposed construction project has been
subjected to a full-scale environmental analysis by the CPUC, as required by Decision No. 95-
12-057 of the CPUC.
(iii) The applicant must inform the City whether
its proposed construction project will be subject to any of the mitigation measures specified in
the Negative Declaration ["Competitive Local Carriers (CLCs) Projects for Local Exchange
Communication Service throughout California"] or to the Mitigation Monitoring Plan adopted in
connection with Decision No. 95-12-057 of the CPUC. The City's issuance of a ministerial
permit will be conditioned upon the applicant's compliance with all applicable mitigation
measures and monitoring requirements imposed by the CPUC upon telephone corporations that
are designated as "competitive local carriers."
C. The City reserves all rights that it now possesses or may later acquire
with respect to the regulation of any cable or telecommunications service that is provided, or
proposed to be provided, by a telephone corporation. These reserved rights may relate, without
limitation, to the imposition of reasonable conditions in addition to or different from those set
forth in this section, the exaction of a fee or other form of consideration or compensation for use
of public rights-of-way, and related matters; provided, however, that such regulatory rights and
authority must be consistent with federal and state law that is applicable to cable or
telecommunications services provided by telephone corporations.
R:/Ords 2003lOrds 03~11 29
ARTICLE 5. USE OF PUBLIC RIGHTS-OF-WAY
5.12.160 Findinqs; Policies and Procedures
A. The City Council finds and determines that numerous and repetitive
excavations in the public rights-of-way diminish the useful life of the surface pavement and
generally cause adverse negative impacts for local residents, local businesses, and vehicular
and pedestrian traffic. The City Council further finds and determines that the utility substructure
in the public rights-of-way is subject to potential adverse negative impacts as a consequence of
new economic and regulatory policies that foster increased competition between various utility
service providers, including telephone corporations, and between other service providers, such
as cable system operators. In order to mitigate these potential adverse negative impacts, the
following policies are adopted:
1. The City Manager is directed to develop and to implement
public rights-of-way policies and procedures that incorporate, to the extent reasonably feasible
and consistent with all applicable laws and regulations, the following requirements that are
intended to encourage the shared use by utility and other service providers of existing facilities
in the public rights-of-way:
a. A requirement that utility and other service providers
requesting permits review information provided by the City that identifies the location of facilities,
such as underground conduits, that are available for shared use, and the owners of those
facilities.
b. A requirement that utility and other service providers
requesting permits submit a written statement that describes in reasonable detail the efforts
made to obtain from other utility service providers the right to use excess capacity within
existing facilities, and to thereby avoid the construction of new facilities.
c. A requirement that utility and other service providers
occupying the public rights-of-way submit annually to the City a map, which may be in an
electronic-data format maintained in the ordinary course of business, that shows the location of
their respective facilities in the public rights-of-way. Notwithstanding the foregoing, an updated
annual map need not be provided unless there are changes to the location of the service
provider's facilities in the public rights-of-way.
d. Any additional requirements that will encourage utility
and other service providers to share excess capacity within previously-constructed facilities and
to coordinate the construction of new facilities in order to minimize the number of excavations in
the public rights-of-way.
2. The City Manager is directed to ensure that all utility and other
service providers, including telephone corporations and cable system operators, comply with all
local design, construction, maintenance and safety standards that are consistent with state and
federal laws and regulations and that are contained within, or are related to, any permit that
authorizes the construction of facilities within the public rights-of-way, which standards may
address without limitation, the following: restrictions on scheduled working hours in order to
minimize adverse impacts on traffic circulation and on holiday shoppers; restrictions on new
construction within arterial or collector streets that have recently been resurfaced; advance
information concerning City plans to reconstruct, rehabilitate, or maintain arterial or collector
R:/Ords 2003/Ords 03-11 30
streets; insurance requirements; and the restoration or repair of damage to streets and public
rig hts-of-way.
B. The City Council finds and determines that the installation in the
public rights-of-way of numerous above-ground facilities by utility service providers, including
telephone corporations, and other service providers may create safety hazards and adverse
visual impacts. Consequently, the Public Works Department is authorized to impose, in a
manner consistent with all applicable laws and regulations, reasonable conditions in order to
mitigate those potential adverse impacts that may result, whether on an individual or a
cumulative basis, from permitted above-ground facilities. Those conditions may include or
relate to, without limitation, the following:
1. Prior to issuance of the requisite permits, all above-ground
facilities proposed to be installed by a utility or other service provider in the public rights-of-way
must be clearly delineated on the plans when they are submitted for the City's review.
2. The design and installation by qualified professionals of
landscaping and barriers to minimize public view of above-ground facilities whose location has
been approved by the City.
3. The maintenance of all above-ground facilities in good
condition, including compliance with the City's ordinances regarding graffiti removal.
4. The placement of above-ground facilities, such as overhead
drops, as close as possible to other utility drops, consistent with all applicable electrical codes.
5. Reasonable limitations upon the number of above-ground
facilities that may be installed within a designated geographical area.
6. Reasonable limitations upon the dimensions or volume, or
both, of above-ground facilities.
7. The specification of colors, as are available from the
manufacturer used by the service provider, of above-ground facilities reasonably requested by
the City to ensure that these facilities blend with the surrounding environment to the maximum
extent possible.
8. Such additional conditions regulating the time, place, and
manner of installations of above-ground facilities as will reasonably mitigate potential safety
hazards and adverse visual impacts attributable to these facilities.
C. The City reserves all rights that it now possesses or may later acquire
to adopt and implement City-wide requirements for the undergrounding of above-ground
facilities, or any portion thereof, in a competitively neutral and non-discriminatory manner. To
the extent authorized by law, all utility and other service providers will be required to comply with
those requirements at their sole expense.
D. With regard to the policies and procedures to be developed by the
City Manager and by the Department of Public Works in accordance with the authority
delegated by subsections (1) and (2) of paragraph (A) and by paragraph (B), the City Manager
shall ensure that a consultative process is established that will provide all affected utility and
R:/Ords 2003lOrds 03-11 31
other service providers with advance notice and an opportunity to review and to comment on
those policies and procedures prior to their implementation. Such comments may address,
without limitation, technological feasibility, consistency with statutory and regulatory mandates,
and potential financial burdens attributable to those policies and procedures. The City will
consider all comments submitted before exercising its discretion concerning the adoption and
implementation of these policies and procedures.
E. Disputes relating to the application of the policies, conditions and
limitations set forth in this Article 5 to utility service providers, cable system operators, or other
users of the public rights-of-way are subject to appeal to the City Council in accordance with the
provisions of Chapter 2.36 of Title 2 of this Code.
ARTICLE 6. DEFINITIONS
5.12.170 Defined Terms and Phrases
A. The words, terms, phrases, and their derivations set forth in this
ordinance have the meanings set forth below. Words used in the present tense include the
future tense, and words in the singular include the plural number.
"Cable service" means the one-way transmission to subscribers of video
programming, or other programming services, and subscriber interaction, if any, that is required
for the selection or use of that video programming or other programming service. For the
purposes of this definition, "video programming" means programming provided by, or generally
considered comparable to programming provided by, a television broadcast station; and "other
programming service" means information that a cable system operator makes available to all
subscribers generally.
"Cable system," or "cable communications system" or "cable television system,"
means a facility, consisting of a set of closed transmission paths and associated signal
generation, reception, and control equipment that is designed to provide cable service that
includes video programming and that is provided to multiple subscribers within a community.
The term "cable system" does not include:
(i) a facility that serves only to retransmit the television signals of
one or more television broadcast stations;
(ii) a facility that serves subscribers without using any public right-
of-way;
(iii) a facility of a common carrier that is subject, in whole or in
part, to the previsions of Title II of the Communications Act, except that such facility will be
considered a cable system (other than for purposes specified in Section621(c) of the
Communications Act) to the extent such facility is used in the transmission of video
programming directly to subscribers, unless the extent of such use is solely to provide
interactive on-demand services;
(iv) an open video system that complies with Section 653 of the
Communications Act; or
R:/Ords 2003/Orals 03-11 32
(v) any facilities of an electric utility that are used solely for
operating its electric utility system.
"Cable system operator" means any person or group of persons:
(i) who provides cable service over a cable system and directly or
through one or more affiliates owns a significant interest in that cable system; or
(ii)who otherwise controls or is responsible for, through any
arrangement, the management and operation of that cable system.
"City" means the City of Temecula as represented by its City Council or by any
delegate acting within the scope of its delegated authority.
__ CFR" means the Code of Federal Regulations. Thus, the citation of
"47 CFR 80.1" refers to Title 47, part 80, section 1, of the Code of Federal Regulations.
"Communications Act" means the Communications Act of 1934 (47 U.S.C.
§§ 153, et seq.), as amended by the Cable Communications Policy Act of 1984, the Cable
Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act
of 1996.
"FCC" or "Federal Communications Commission" means the federal
administrative agency, or any lawful successor, that is authorized to regulate
telecommunications services and telecommunications service providers on a national level.
"Franchise" means an initial authorization, or the renewal of an initial
authorization, granted by the City Council, whether such authorization is designated as a
franchise, agreement, permit, license, resolution, contract, certificate, or otherwise, that
authorizes the construction or operation of a cable system or an open video system.
"Franchise fee" means any fee or assessment of any kind that is authorized by
state or federal law to be imposed by the City on a Grantee as compensation in the nature of
rent for the Grantee's use of the public rights-of-way. The term "franchise fee" does not include:
(i) Any tax, fee, or assessment of general applicability (including
any such tax, fee, or assessment imposed on both utilities and cable operators or their services,
but not including a tax, fee, or assessment which is unduly discriminatory against cable
operators or cable subscribers);
(ii) Capital costs that are required by the franchise to be incurred
by a Grantee for public, educational, or governmental access facilities;
(iii) Requirements or charges that are incidental to the award or
enforcement of the franchise, including payments for bonds, security funds, letters of credit,
insurance, indemnification, penalties, or liquidated damages; or
(iv) Any fee imposed under Title 17, United States Code.
R:/Ords 2003/Ords 03-11 33
"Franchise service area" or "service area" means the entire geographic area of
the City as it is now constituted, or may in the future be constituted, unless otherwise specified
in the ordinance or resolution granting a franchise, or in a franchise agreement.
"Grantee" means any person that is awarded a franchise in accordance with this
chapter, and that person's lawful successor, transferee, or assignee.
"Multichannel video programming distributor" or "video programming distributor"
means a person such as, but not limited to, a cable system operator, an open video system
operator, a multichannel multipoint distribution service, a direct broadcast satellite service, or a
television receive-only satellite program distributor, who makes available multiple channels of
video programming for purchase by subscribers or customers.
"Open video system" means a facility consisting of a set of transmission paths
and associated signal generation, reception, and control equipment that is designed to provide
cable service, including video programming, and that is provided to multiple subscribers within
the City, provided that the FCC has certified that such system is authorized to operate in the
City and complies with 47 CFR 1500 et seq., entitled "Open Video Systems."
"Open video system operator" means any person or group of persons who
provides cable service over an open video system and directly or through one or more affiliates
owns a significant interest in that open video system, or otherwise controls or is responsible for
the management and operation of that open video system.
"Person" means an individual, partnership, limited liability company, association,
joint stock company, trust, corporation, or governmental entity.
"Public, educational or government access facilities" or "PEG access facilities,"
means the total of the following:
(i) Channel capacity designated for noncommercial public,
educational, or government use; and
(ii) Facilities and equipment for the use of that channel capacity.
"Subscriber" or "customer" or "consumer" means any person who, for any
purpose, subscribes to the services provided by a multichannel video programming distributor
and who pays the charges for those services.
"Street" or "public right-of-way" means each of the following that has been
dedicated to the public and maintained under public authority or by others and is located within
the City limits: streets, roadways, highways, avenues, lanes, alleys, sidewalks, easements,
rights-of-way, and similar public property that the City from time to time authorizes to be
included within the definition of a street.
"Telecommunications" means the transmission, between or among points
specified by the user, of information of the user's choosing, without change in the form or
content of the information as sent and received.
R:/Ords 2003/Ords 03-11 34
"Telecommunications equipment" means equipment, other than customer
premises equipment, used by a telecommunications service provider to provide
telecommunications service, including software that is integral to that equipment.
"Telecommunications service" means the offering of telecommunications directly
to the public for a fee, or to such classes of users as to be effectively available directly to the
public, regardless of the equipment or facilities that are used.
"Telecommunications
telecommunications service.
service provider" means any provider of
" U.S.C. § "means the United States Code. Thus, the citation of "47
U.S.C. § 153" refers to Title 47, section 153, of the United States Code.
"Video programming provider" means any person or group of persons who has
the right under the federal copyright laws to select and to contract for the carriage of specific
video programming on a cable system or an open video system.
"Video provider" means any person, company, or service that provides one or
more channels of video programming to a residence, including a home, multi-family dwelling
complex, congregate-living complex, condominium, apartment, or mobilehome, where some fee
is paid for that service, whether directly or as included in dues or rental charges, and whether or
not public rights-of-way are used in the delivery of that video programming. A "video provider"
includes, without limitation, providers of cable television service, open video system service,
master antenna television, satellite master antenna television, direct broadcast satellite,
multipoint distribution services, and other providers of video programming, whatever their
technology.
B. Unless otherwise expressly stated, words, terms, and phrases not
defined in this ordinance will be given their meaning as used in Title 47 of the United States
Code, as amended, and, if not defined in that Code, their meaning as used in Title 47 of the
Code of Federal Regulations.
ARTICLE 7. VIOLATIONS; SEVERABILITY
5.12.180 Violations; Enforcement
A. Unless precluded by applicable law, any person who violates any
provision of this ordinance is guilty of a misdemeanor and is punishable as provided for in
Chapter 1.20 of Title 1 of this Code.
B. The misdemeanor penalty specified above in paragraph (A) is not
applicable to a violation of any provision of this ordinance for which another sanction or penalty
may be imposed under any franchise, license, lease, or similar written agreement between the
City and a multichannel video programming distributor or telecommunications service provider.
C. The City may initiate a civil action in any court of competent
jurisdiction to enjoin any violation of this ordinance.
5.12.190 Severability
R:/Ords 2003lOrds 03~11 35
If any provision of this ordinance is determined by any court of competent
jurisdiction, or by any federal or state agency having jurisdiction over its subject matter, to be
invalid and in conflict with any paramount federal or state Paw or regulation now or hereafter in
effect, or is determined by that court or agency to require modification in order to conform to the
requirements of that paramount law or regulation, then that provision will be deemed a separate,
distinct, and independent part of this ordinance, and such determination will not affect the
validity and enforceability of any other provisions. If that paramount federal or state law or
regulation is subsequently repealed or amended so that the provision of this ordinance
determined to be invalid or subject to modification is no longer in conflict with that law or
regulation, then that provision will again become effective and will thereafter be binding on the
City and any affected cable or telecommunications service provider; provided, however, that the
City must give the affected cable or telecommunications service provider 30 days written notice
of that change before requiring compliance with that provision, or such longer period of time as
may be reasonably required for the cable or telecommunications service provider to comply with
that provision.
Section 3. In adopting this ordinance, it is the intent of the City Council that
Section 5.12.080, entitled "Consumer Protection and Service Standards," will apply to all
franchised video programming distributors, including Century-TCl Califomia, L.P., dba Adelphia
Cable Communications. To the extent that any consumer protection and service standard
referenced in Resolution No. 96-35 is inconsistent or in conflict with any provision of
Section 5.12.080 of this ordinance, said standard in Resolution No. 96-35 is hereby repealed
and superseded. Similarly, to the extent that any consumer protection and service standard set
forth in the Non-Exclusive License dated January 10, 1989, is inconsistent or in conflict with any
provision of Section 5.12.080 of this ordinance, said standard in the Non-Exclusive License is
hereby superseded.
Section 4. Following the City Council's adoption of this ordinance, the City Clerk is
directed to provide a copy by certified mail to the franchised cable operator, Century-TCl
California, LP., dba Adelphia Cable Communications. Upon the expiration of 90 days following
the transmittal of this ordinance to Century-TCI California, L.P., dba Adelphia Cable
Communications, the provisions of Section 5.12.080 relating to consumer protection and service
standards will apply to the operation of the cable television system within the franchise service
area under the Non-Exclusive License referenced above in Section 3. The authority for this
action by the City is derived from the following sources:
A. 47 Code of Federal Regulations 76.309, entitled "Customer Service
Obligations," which provides in relevant part as follows:
"(a) A cable franchise authority may enforce the customer service
standards set forth in paragraph (c) of this section against cable operators. The franchise
authority must provide affected cable operators ninety (90) days written notice of its intent to
enforce the standards."
"(b) Nothing in this rule should be construed to prevent or prohibit:
(3) Any State or any franchising authority from enacting or
enforcing any consumer protection law, to the extent not specifically preempted herein; or
R:/Ords 2003lOrds 03-11 36
(4) The establishment or enforcement of any State or
municipal law or regulation concerning customer service that imposes customer service
requirements that exceed, or address matters not addressed by the standards set forth in
paragraph (c) of this section."
B. California Government Code Section 53088 et seq., entitled the "Video
Customer Service Act." Section 53088.2(p) of this Act provides as follows:
"(p) Nothing in this division limits the power of a city, county, or city
and county or video provider to adopt and enforce service standards and consumer protection
standards which exceed those established in this division."
Section 5. The City Clerk is directed to certify to the passage and adoption of this
ordinance and to cause this ordinance to be published as required by law.
PASSED, APPROVED, AN D ADOPTED this 18th day of November, 2003.
ATTEST:
Jeffrey E. Stone, Mayor
Susan W. Jones, CMC
City Clerk
[SEAL]
R:/Ords 2003/Ords 03-11 37
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, CMC, City Clerk of the City of Temecula, California, do hereby certify
that the forgoing Ordinance No. 03-11 was duly introduced and placed upon its first reading at a
regular meeting of the City Council on the 28~ h day of October, 2003, and that thereafter, said
Ordinance was duly adopted and passed at a regular meeting of the City Council of the City of
Temecula on the 18~ day of November, 2003 by the following roll call vote:
AYES:
COUNCIL MEMBERS:
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAIN:
COUNCILMEMBERS:
Susan W. Jones, CMC
City Clerk
R:/Ords 2003lOrds 03-11 38
TEMECULA COMMUNITY
SERVICES DISTRICT
ITEM 1
MINUTES OF A REGULAR MEETING
OF THE TEMECULA COMMUNITY SERVICES DISTRICT
OCTOBER 28, 2003
A regular meeting of the City of Temecula Community Services District was called to order at 7:50
P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, California. President
Comerchero presiding.
ROLL CALL
PRESENT: 4 DIRECTORS: Naggar, Pratt, Stone, and Comerchero
ABSENT: 1 DIRECTORS: Roberts
Also present were General Manager Nelson, City Attorney Thorson, and City Clerk Jones.
PUBLIC COMMENTS
No comments.
1. Minutes
RECOMMENDATION:
1.1 Approve the minutes of October 22, 2003.
MOTION: Director Naggar moved to approve Consent Calendar Item No. 1. The motion was
seconded by Director Stone and voice vote reflected approval with the exception of Director
Roberts who was absent..
DIRECTOR OF COMMUNITY SERVICES REPORT
No comment.
GENERAL MANAGER'S REPORT
No comment.
BOARD OF DIRECTORS' REPORTS
No comment.
Minutes.csd\102803 1
ADJOURNMENT
At 7:51 P.M., the Temecula Community Services District meeting was formally adjourned to
Wednesday, November 18, 2003, at 7:00 P.M., City Council Chambers, 43200 Business Park
Drive, Temecula, California.
Jeff Comerchero, President
ATTEST:
Susan W. Jones, CMC
City Clerk/District Secretary
[SEAL]
Minutes.csd\102803 2
REDEVELOPMENT
AGENCY
ITEM 1
MINUTES OF A REGULAR MEETING
OF THE TEMECULA REDEVELOPMENT AGENCY
OCTOBER 28, 2003
A regular meeting of the City of Temecula Redevelopment Agency was called to order at 7:51
P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula.
ROLLCALL
PRESENT: 4 AGENCY MEMBERS: Comerchero, Naggar, Pratt, Stone,
and Naggar
ABSENT: 1 AGENCY MEMBER: Roberts
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 October 22, 2003.
MOTION: Agency Member Comerchero moved to approve Consent Calendar item No. 1. The
motion was seconded by Agency Member Stone and voice vote reflected approval with the
exception of Chairman Roberts who was absent.
EXECUTIVE DIRECTOR'S REPORT
No comment.
AGENCY MEMBERS' REPORTS
No comments.
R:~vlinutes.rda\102803 1
ADJOURNMENT
At 7:51 P.M., the Temecula Redevelopment Agency meeting was formally adjourned to
Wednesday, November 18, 2003 in the City Council Chambers, 43200 Business Park Drive,
Temecula, California.
Ron Roberts, Chairman
ATTEST:
Susan W. Jones, CMC
City Clerk/Agency Secretary
[SEAL]
R:'Cvlinutes.rda\102803 2
TEMECULA PUBLIC
FINANCING AUTHORITY
ITEM 1
MINUTES OF A REGULAR MEETING
OF THE TEMECULA PUBLIC FINANCING AUTHORITY
OCTOBER 22, 2003
A regular meeting of the City of Temecula Public Financing Authority was called to order at
8:26 P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula.
ROLLCALL
PRESENT: 5 AGENCY MEMBERS: Comerchero, Naggar, Pratt, Roberts,
and Stone
ABSENT: 0 AGENCY MEMBER: None
Also present were Executive Director Nelson, City Attorney Thorson, and City Clerk Jones.
PUBLIC COMMENTS
No input.
CONSENT CALENDAR
CONSENT CALENDAR
1 Minutes
RECOMMENDATION:
1.1 Approve the minutes of September 23, 2003.
MOTION: Authority Member Comerchero moved to approve Consent Calendar Item No. 1.
The motion was seconded by Authority Member Naggar and voice vote reflected unanimous
approval.
RECONVENE CITY COUNCIL MEETING
JOINT CITY COUNCIL/TEMECULA PUBLIC FINANCING AUTHORITY PUBLIC HEARING
Actions relatinq to acceptance of a Deposit and Initial Actions related to proceedinqs to
form a Community Facilities District (Harveston II)
RECOMMENDATION:
2.1. That the City Council adopt a resolution entitled:
RESOLUTION NO. 03-156
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING DEPOSIT/REIMBURSEMENT
AGREEMENT - HARVESTON II
R:minutes.tpfa\102203 1
2.2
2.3
2.4
That the Authority adopt a resolution entitled:
RESOLUTION NO. TPFA 03-19
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY
ACKNOWLEDGING RECEIPT OF A DEPOSIT RELATIVE TO
THE FORMATION OF A COMMUNITY FACILITIES DISTRICT,
AND AUTHORIZING AND DIRECTING ACTIONS WITH
RESPECT THERETO - HARVESTON II
That the Authority adopt a resolution entitled:
RESOLUTION NO. TPFA 03-20
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY DECLARING
ITS INTENTION TO ESTABLISH A COMMUNITY FACILITIES
DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL
TAXES THEREIN - HARVESTON II
That the Authority adopt a resolution entitled:
RESOLUTION NO. TPFA 03-21
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY DECLARING
ITS INTENTION TO INCUR BONDED INDEBTEDNESS OF THE
PROPOSED TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-06 (HARVESTON
II)
Finance Director Roberts reviewed the staff report (of record).
MOTION: Authority Member Comerchero moved to approve staff recommendation. The
motion was seconded by Authority Member Naggar and voice vote reflected unanimous
approval.
RECESS CITY COUNCIL MEETING
EXECUTIVE DIRECTOR'S REPORT
No comment.
BOARD OF DIRECTORS' REPORTS
No comments.
R:minutes.tpfa\102203 2
ADJOURNMENT
At 8:30 P.M., the Temecula Public Financing Authority meeting was formally adjourned.
ATTEST:
Jeffrey E. Stone, Chairman
Susan W. Jones, CMC
City Clerk/Agency Secretary
[SEAL]
R:rninutes.tpfa\102203 3
ITEM 2
APPROVAL
CITY ATTORNEY
DIR.OF FINANCE ~
CITY MANAGER?
TEMECULA PUBLIC FINANCING AUTHORITY
AGENDA REPORT
TO:
FROM:
DATE:
SUBJECT:
City Council/Public Financing Authority Governing Board
City Manager/Executive Director
November 18, 2003
Community Facilities District overview at the request of Mayor Pro Tem Naggar
RECOMMENDATION:
Receive and File
BACKGROUND: At the request of Mayor Pro Tern Naggar, the City's financial consultant
Fieldman, Rolapp & Associates will present an overview of Community Facilities Districts and
answer questions from the City Council. The City's financing team will also be available to
answer any questions.
FISCAL IMPACT: None
20009.05:J7037
ITEM 3
APPROVA~/~////~
CITY ATTORNEY /~
DIR.OF FINANCE __~2 ,
CiTY ManagER ~
TEMECULA PUBLIC FINANCING AUTHORITY
AGENDA REPORT
TO:
FROM:
DATE:
SUBJECT:
Temecula Public Financing Authority
Executive Director Shawn Nelson
November 18, 2003
Issuance of Bonds for Temecula Public Financing Authority Community Facilities
District No. 03-03 (Wolf Creek)
RECOMMENDATION: That the Board of Directors adopt a resolution entitled:
RESOLUTION NO. TPFA 03-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING
THE ISSUANCE OF SPECIAL TAX BONDS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY FOR
TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-03 (WOLF CREEK), APPROVING
AND DIRECTING THE EXECUTION OF A FISCAL AGENT
AGREEMENT AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
BACKGROUND: S-P Murdy, LLC, a California limited liability company and Wolf Creek
Development, LLC, a California limited liability company (collectively, the "Landowners"), the
entities that currently own all of the land in the proposed Wolf Creek development, have
submitted petitions requesting that the Authority form a community facilities district (the "CFD")
to (i) assist in the funding of various public improvements necessitated by the construction of
the Wolf Creek subdivision or otherwise satisfying obligations arising from the development, (ii)
provide a means to fund the costs of maintenance services for a drainage channel, and 0ii)
provide funds to eliminate the assessment liens imposed on property in the Wolf Creek
development by the County of Riverside Assessment District No. 159. On October 28, 2003, (i)
R:/Agenda Reports/issuance of Bonds Wolf Creek 03-03 11 18 1
a public hearing was held regarding the formation of the CFD, (ii) the Board of Directors
adopted a resolution of formation of the CFD, (iii) an election was held wherein the Landowners
approved the CFD, the levy of a special tax on land located in the CFD, and the issuance of
bonds by the Authority for the CFD, and (iv) the CFD was declared to be officially formed. The
CFD only includes land owned by the Landowners.
Various documents have been prepared relative to the issuance of the bonds by the Authority
for the CFD, including (i) a Fiscal Agent Agreement which provides the terms of the bonds to be
issued and establishes the funds and accounts from which the CFD bond program will be
administered; (ii) a Preliminary Official Statement which describes the bond program, to be
used to assist in the offering of the bonds to potential investors; (iii) a Bond Purchase
Agreement, whereby the bonds will be sold by the Authority to Stone & Youngberg LLC (the
"Underwriter") for sale by the Underwriter to the public; and (iv) a Continuing Disclosure
Agreement pursuant to which the Authority will agree to provide certain information regarding
the bond program to investors and certain nationally-recognized information repositories.
If the Board of Directors adopts the Resolution authorizing the issuance of the bonds, it is
expected that the bonds will be issued on or about December 19, 2003.
FISCAL IMPACT: The bonds will not be obligations of the City of Temecula, or general
obligations of the Authority or the CFD, but will be limited obligations of the Authority for the
CFD secured solely by the special taxes levied in the CFD and amounts held in certain funds
and accounts established under the Fiscal Agent Agreement for the bonds. All costs of
issuance of the bonds will be paid from the proceeds of the bonds. All administrative costs of
the CFD and the bond program will be paid from proceeds of the special taxes levied in the
CFD. The CFD will only be authorized to levy the special taxes on land included within the
boundaries of the CFD.
Attachments:
Resolution
Fiscal Agent Agreement
Preliminary Official Statement
Bond Purchase Agreement
Continuing Disclosure Agreement
R:/Agenda Reports/issuance of Bonds Wolf Creek 03-03 11 18 2
RESOLUTION NO. TPFA 03-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING
THE ISSUANCE OF SPECIAL TAX BONDS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY FOR
TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-03 (WOLF CREEK), APPROVING
AND DIRECTING THE EXECUTION OF A FISCAL AGENT
AGREEMENT AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
WHEREAS, this Board of Directors has conducted proceedings under and pursuant to
the Mello~Roos Community Facilities Act of 1982 (the "Law"), to form the Temecula Public
Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District"), to
authorize the levy of special taxes upon the land within the District, and to issue bonds secured
by the special taxes the proceeds of which are to be used to finance certain public
improvements (the "Facilities") and the elimination of certain assessment liens (the "Prior Liens")
on property in the District, all as described in the Resolutions entitled "A Resolution of the Board
of Directors of the Temecula Public Financing Authority of Formation of Temecula Public
Financing Authority Community Facilities District No. 03-03 (Wolf Creek) Authorizing the Levy of
a Special Tax Within the District, Preliminarily Establishing an Appropriations Limit for the
District and Submitting Levy of the Special Tax and the Establishment of the Appropriations
Limit to the Qualified Electors of the District" and "A Resolution of the Board of Directors of the
Temecula Public Financing Authority Determining the Necessity to Incur Bonded Indebtedness
Within Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf
Creek) and Submitting Proposition to the Qualified Electors of the District," which Resolutions
were adopted by this Board of Directors on October 28, 2003; and
WHEREAS, pursuant to said resolutions, an election was held within the District on
October 28, 2003 and the then qualified electors approved the propositions of the incurrence of
the bonded debt, the establishment of the appropriations limit and the levy of the special tax by
more than two-thirds of the votes cast at said special election; and
WHEREAS, there have been submitted to this Board of Directors for its approval a
Fiscal Agent Agreement (the "Fiscal Agent Agreement") providing for the issuance of the Bonds
(as defined in Section I below) and the use of the proceeds of the Bonds to finance the
Facilities and to eliminate the Prior Liens, as well as a Preliminary Official Statement (the
"Preliminary Official Statement") describing the Bonds, a bond purchase agreement to be used
in connection with the sale of the Bonds (the "Purchase Contract") and a Continuing Disclosure
Agreement relating to the Bonds (the "Continuing Disclosure Agreement"), and this Board of
Directors, with the aid of City of Temecula staff, has reviewed said documents and found them
to be in proper order; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to
have been performed precedent to and in the issuance of said bonds and the levy of said
special taxes as contemplated by this Resolution and the documents referred to herein exist,
have happened and have been performed in due time, form and manner as required by the laws
of the State of California, including the Law.
R:/'FPFA Resos 2003/TpFA 03-~ 1
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Temecula
Public Financing Authority as follows:
Section 1. Pursuant to the Law, this Resolution and the Fiscal Agent Agreement,
special tax bonds of the Temecula Public Financing Authority (the "Authority") for the District
(the "Bonds") in an aggregate principal amount not to exceed $33,000,000 are hereby
authorized to be issued, such bonds to be designated the "Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek) 2003 Special Tax Bonds." The Bonds shall
be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement.
The Board of Directors hereby finds and determines that the Bonds, based on the appraisal of
Stephen G. White, MAI, dated September 22, 2003, have in excess of a one to three lien to
value ratio as required by the Authority's Local Goals and Policies for Community Facilities
Districts, adopted by the Board of Directors on April 10, 2001 (the "Local Goals and Policies").
The Board of Directors finds that the Bonds, when issued pursuant to the Fiscal Agent
Agreement, will be in accordance with the Local Goals and Policies. The Board of Directors
further finds that the sale of the Bonds at negotiated sale as contemplated by the Purchase
Contract will result in a lower overall cost.
Section 2. The Fiscal Agent Agreement with respect to the Bonds, in the form
presented to this Board of Directors at this meeting, is hereby approved. The Executive Director
is hereby authorized and directed to execute and deliver the Fiscal Agent Agreement in said
form, with such additions thereto or changes therein as are approved by the Executive Director
upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such
additions or changes to be conclusively evidenced by the execution and delivery of the Fiscal
Agent Agreement by the Executive Director. The date, manner of payment, interest rate or
rates, interest payment dates, denominations, form, registration privileges, manner of execution,
place of payment, terms of redemption and other terms of the Bonds shall be as provided in the
Fiscal Agent Agreement as finally executed.
Section 3. The Purchase Contract between the Authority and Stone & Youngberg LLC
(the "Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby
approved. The Executive Director and the Treasurer, each acting alone, are hereby authorized
and directed to accept the offer of the Underwriter to purchase the Bonds contained in the
Purchase Contract (provided that the aggregate principal amount of the Bonds sold thereby is
not in excess of $33,000,000, the true interest cost of the Bonds is not in excess of 7.00% and
the underwriter's discount is not in excess of 2.0% of the aggregate principal amount of the
Bonds) and to execute and deliver the Purchase Contract in said form, with such additions
thereto or changes therein as are recommended or approved by the officer executing such
document upon consultation with the Authority's General Counsel and Bond Counsel, the
approval of such additions or changes to be conclusively evidenced by the execution and
delivery of the Purchase Contract by the Authority.
Section 4. The Preliminary Official Statement, in the form presented to the Board of
Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and
directed, for and in the name and on behalf of the Authority, to make changes to the Preliminary
Official Statement prior to its dissemination to prospective investors, and to bring the Preliminary
Official Statement into the form of a final official statement (the "Official Statement") including
such additions thereto or changes therein as are recommended or approved by such officer
upon consultation with Authority's General Counsel and Disclosure Counsel. The Executive
Director is hereby authorized and directed to execute and deliver the Official Statement. The
R:/TPFA Resos 2003/TPFA 03-__ 2
Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to
persons who may be interested in the purchase of the Bonds and is directed to deliver copies of
the Official Statement to all actual purchasers of the Bonds.
The Executive Director is hereby authorized to execute a certificate or certificates to the effect
that the Official Statement and the Preliminary Official Statement were deemed "final" as of their
respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and is
authorized to so deem such statements final.
Section 5. The Continuing Disclosure Agreement related to the Bonds, in the form
presented to the Board of Directors at this meeting, is hereby approved. The Executive Director
is hereby authorized and directed, for and in the name of and on behalf of the Authority, to
execute and deliver the Continuing Disclosure Agreement in said form, with such additions
thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive
Director upon consultation with the Authority's General Counsel and Disclosure Counsel, the
approval of such changes to be conclusively evidenced by the execution and delivery by the
Executive Director of the Continuing Disclosure Agreement.
Section 6. The Authority hereby covenants, for the benefit of the Bondowners, to
commence and diligently pursue to completion any foreclosure action regarding delinquent
installments of any amount levied as a special tax for the payment of interest or principal of the
Bonds, said foreclosure action to be commenced and pursued as more completely set forth in
the Fiscal Agent Agreement.
Section 7. The Bonds, when executed, shall be delivered to the Fiscal Agent (as
defined in the Fiscal Agent Agreement) for authentication. The Fiscal Agent is hereby
requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of
authentication and registration appearing thereon, and to deliver the Bonds, when duly executed
and authenticated, to the Underwriter in accordance with written instructions executed on behalf
of the Authority by the Executive Director, which instructions such officer is hereby authorized
and directed, for and in the name and on behalf of the Authority, to execute and deliver to the
Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter
upon payment of the purchase price therefor.
Section 8. All actions heretofore taken by the officers and agents of the Authority with
respect to the establishment of the District and the sale and issuance of the Bonds are hereby
approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized
and directed to do any and all things and take any and all actions and execute any and all
certificates, agreements and other documents, which they, or any of them, may deem
necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in
accordance with this Resolution, and any certificate, agreement, and other document described
in the documents herein approved.
Section 9. This Resolution shall take effect upon its adoption.
R:/TPFA Resos 2003/'rPFA 03-__ 3
PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Temecula
Public Financing Authority at a meeting held on the 18t' day of November, 2003.
ATTEST:
Jeffrey E. Stone, Chairperson
Susan W. Jones, CMC
City Clerk/Authority Secretary
[SEAL]
STATE OF CALIFORNIA )
COUNTYOF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan Jones, Secretary of the Temecula Public Financing Authority, HEREBY DO
CERTIFY that the foregoing Resolution No. TPFA 03- was duly adopted at a special
meeting of the Board of Directors of the Temecula Public Financing Authority on the 18t' day of
November, 2003, by the following vote:
AYES:
BOARDMEMBERS:
NOES:
BOARDMEMBERS:
ABSENT:
BOARDMEMBERS:
ABSTAIN:
BOARDMEMBERS:
Susan W. Jones, CMC
City Clerk/Authority Secretary
R:/TPFA Resos 2003/'rPFA 03-~ 4
FISCAL AGENT AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of December 1, 2003
Relating to:
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
2003 Special Tax Bonds
TABLE OF CONTENTS
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement ................................................................................ 3
Section 1.02. Agreement for Benefit of Owners of the Bonds .................................................... 3
Section 1.03. Definitions ............................................................................................................ 3
Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.05.
Section 2.06.
Section 2.07.
Section 2.08.
Section 2.09.
Section 2.10.
Section 2.11.
Section 2.12.
Section 2.13.
Section 2.12.
ARTICLE II
THE BONDS
Principal Amount; Designation ........................................................................... 12
Terms of the 2003 Bonds .................................................................................. 12
Redemption ....................................................................................................... 13
Form of Bonds ................................................................................................... 16
Execution of Bonds ............................................................................................ 16
Transfer of Bonds .............................................................................................. 16
Exchange of Bonds ............................................................................................ 16
Bond Register .................................................................................................... 17
Temporary Bonds .............................................................................................. 17
Bonds Mutilated, Lost, Destroyed or Stolen ....................................................... 17
Limited Obligation .............................................................................................. 18
No Acceleration ................................................................................................. 18
Book-Entry System ............................................................................................ 18
Issuance of Parity Bonds ................................................................................... 19
ARTICLE III
ISSUANCE Of BONDS
Section 3.01. Issuance and Delivery of 2003 Bonds ................................................................ 21
Section 3.02. Pledge of Special Tax Revenues ....................................................................... 21
Section 3.03. Validity of Bonds ................................................................................................ 21
Section 4.01.
Section 4.02.
Section 4.03.
Section 4.04.
Section 4.05.
Section 4.06.
Section 4.07.
Section 4.08.
ARTICLE IV
FUNDS AND ACCOUNTS
Application of Proceeds of Sale of 2003 Bonds and Other Moneys ...................22
Improvement Fund ............................................................................................. 22
Costs of Issuance Fund ..................................................................................... 24
Reserve Fund .................................................................................................... 24
Bond Fund ......................................................................................................... 25
Special Tax Fund ............................................................................................... 27
Administrative Expense Fund ............................................................................ 27
Refunding Fund ................................................................................................. 28
ARTICLE V
OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment .............................................................................................. 29
Section 5.02. Limited Obligation .............................................................................................. 29
Section 5.03. Extension of Time for Payment .......................................................................... 29
Section 5.04. Against Encumbrances ...................................................................................... 29
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
5.05. Books and Records ........................................................................................... 29
5.06. Protection of Security and Rights of Owners ..................................................... 30
5.07. Compliance with Law ......................................................................................... 30
5,08. Collection of Special Tax Revenues .................................................................. 30
5.09, Covenant to Foreclose ....................................................................................... 31
5.10. Further Assurances ........................................................................................... 31
5.11, Private Activity Bond Limitations ........................................................................ 31
5.12. Federal Guarantee Prohibition ........................................................................... 32
5.13. Rebate Requirement .......................................................................................... 32
5.14. No Arbitrage ...................................................................................................... 32
5.15. Yield of the Bonds ............................................................................................. 32
5.16. Maintenance of Tax-Exemption ......................................................................... 32
5.17. Continuing Disclosure to Owners ....................................................................... 32
5,18. Reduction of Special Taxes ............................................................................... 33
5.19. Limits on Special Tax Waivers and Bond Tenders ............................................. 33
ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE
AUTHORITY
Section 6.01. Deposit and Investment of Moneys in Funds ..................................................... 34
Section 6,02. Limited Obligation .............................................................................................. 35
Section 6.03. Liability of Authority ............................................................................................ 35
Section 6.04. Employment of Agents by Authority ................................................................... 36
Section 7.01.
Section 7.02.
Section 7.03.
Section 7.04.
Section 7.05,
ARTICLE VII
THE FISCAL AGENT
Appointment of Fiscal Agent .............................................................................. 37
Liability of Fiscal Agent ...................................................................................... 37
Information ........................................................................................................ 39
Notice to Fiscal Agent ........................................................................................ 39
Compensation, Indemnification .......................................................................... 39
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01, Amendments Permitted ..................................................................................... 40
Section 8,02. Owners' Meetings .............................................................................................. 40
Section 8.03. Procedure for Amendment with Written Consent of Owners .............................. 40
Section 8.04. Disqualified Bonds ............................................................................................. 41
Section 8.05. Effect of Supplemental Agreement .................................................................... 41
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments .................. 42
Section 8.07. Amendatory Endorsement of Bonds .................................................................. 42
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ........................................................... 43
Section 9.02. Successor is Deemed Included in All References to Predecessor .....................43
Section 9.03. Discharge of Agreement .................................................................................... 43
Section 9.04. Execution of Documents and Proof of Ownership by Owners ............................ 44
Section 9.05. Waiverof Personal Liability ............................................................................... 44
Section 9.06. Notices to and Demands on Authority and Fiscal Agent .................................... 44
Section 9.07. State Reporting Requirements ........................................................................... 45
Section 9.06. Partial Invalidity .................................................................................................. 46
Section 9.09. Unclaimed Moneys ............................................................................................ 46
Section 9.10. Applicable Law ................................................................................................... 46
Section 9.11. Conflict with Act ................................................................................................. 46
Section 9.12. Conclusive Evidence of Regularity ..................................................................... 46
Section 9.13. Payment on Business Day ................................................................................. 47
Section 9.14. Counterparts ...................................................................................................... 47
EXHIBIT a - FORM Of BOND
FISCAL AGENT AGREEMENT
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
2003 Special Tax Bonds
THIS FISCAL AGENT AGREEMENT (the "Agreement"), dated as of December 1, 2003,
is by and between the Temecula Public Financing Authority, a joint exercise of powers authority
organized and existing under and by virtue of the laws of the State of California (the "Authority")
for and on behalf of the Temecula Public Financing Authority Community Facilities District No.
03-03 (Wolf Creek) (the "District"), and U.S. Bank National Association, a national banking
association duly organized and existing under the laws of the United States of America, as
fiscal agent (the "Fiscal Agent").
RECITALS:
WHEREAS, the Board of Directors of the Authority has formed the District under the
provisions of the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311, et
seq. of the California Government Code) (the "Act") and Resolution No. TPFA 03-22 of the
Board of Directors of the Authority adopted on October 28, 2003 (the "Resolution of
Formation");
WHEREAS, the Board of Directors of the Authority, as the legislative body for the
District, is authorized under the Act to levy special taxes to pay for the costs of the District and
to authorize the issuance of bonds secured by said special taxes under the Act;
WHEREAS, under the provisions of the Act, on November 18, 2003 the Board of
Directors of the Authority adopted its Resolution No. TPFA 03- (the "Resolution"), which
resolution authorized the issuance and sale of the Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek) 2003 Special Tax Bonds (the "2003
Bonds") in an aggregate principal amount of not to exceed $33,000,000, and authorized the
execution of this Agreement;
WHEREAS, it is in the public interest and for the benefit of the Authority, the District and
the owners of the Bonds that the Authority enter into this Agreement to provide for the issuance
of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes
securing the Bonds and the administration and payment of the Bonds; and
WHEREAS, the Authority has determined that all things necessary to cause the Bonds,
when executed by the Authority for the District and issued as in the Act, the Resolution and this
Agreement provided, to be legal, valid and binding and special obligations of the Authori(y for
the District in accordance with their terms, and all things necessary to cause the creation,
authorization, execution and delivery of this Agreement and the creation, authorization,
execution and issuance of the Bonds, subject to the terms hereof, have in all respects been
duly authorized.
AGREEMENT:
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Aqreement. This Agreement is entered into pursuant to
the provisions of the Act and the Resolution.
Section 1.02. A.qreement for Benefit of Owners of the Bonds. The provisions,
covenants and agreements herein set forth to be performed by or on behalf of the Authority
shall be for the equal benefit, protection and security of the Owners of the Bonds. All of the
Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided in or permitted by this Agreement. The Fiscal Agent may become the
Owner of any of the Bonds in its own or any other capacity with the same rights it would have if
it were not Fiscal Agent.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and
of any certificate, opinion or other document herein mentioned, have the meanings herein
specified. All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein,"
"hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular Article, Section or subdivision hereof.
"Acquisition Account" means the account by that name established by Section 4.02(A)
within the Improvement Fund.
"Acquisition Aqreement" means the Acquisition Agreement, dated as of October 1,
2003, between the Authority and Wolf Creek Development, LLC, as originally executed and as
it may be amended from time to time.
"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being
Sections 53311 et seq. of the California Government Code.
"Administrative Expenses" means costs directly related to the administration of the
District consisting of the costs of computing the Special Taxes and preparing the annual
Special Tax collection schedules (whether by the Treasurer or designee thereof or both) and
the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of
remitting the Special Taxes to the Fiscal Agent; fees and costs of the Fiscal Agent (including its
legal counsel) in the discharge of the duties required of it under this Agreement; the costs of the
Authority, the City or any designee of either the Authority or the City of complying with the
disclosure provisions of the Act, the Continuing Disclosure Agreement and this Agreement,
including those related to public inquiries regarding the Special Tax and disclosures to
Bondowners and the Original Purchaser; the costs of the Authority, the City or any designee of
either the Authority or the City related to an appeal of the Special Tax; any amounts required to
be rebated to the federal government in order for the Authority to comply with Section 5.13; an
allocable share of the salaries of the City staff directly related to the foregoing and a
proportionate amount of City general administrative overhead related thereto. Administrative
Expenses shall also include amounts advanced by the Authority or the City for any
administrative purpose of the District, including costs related to prepayments of Special Taxes,
recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced
to ensure compliance with Section 5.13, administrative costs related to the administration of any
joint community facilities agreement regarding the District, and the costs of commencing and
pursuing foreclosure of delinquent Special Taxes.
"Administrative Expense Fund" means the fund by that name established by Section
4.07(A) hereof.
"Aqreement" means this Fiscal Agent Agreement, as it may be amended or
supplemented from time to time by any Supplemental Agreement adopted pursuant to the
provisions hereof.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled (including by reason of the provisions of Section 2.03(A)(ii) providing for mandatory
sinking payments), and (ii) the principal amount of the Outstanding Bonds due in such Bond
Year (including any mandatory sinking payment due in such Bond Year pursuant to Section
2.03(A)(ii)).
"Auditor" means the auditodcontroller of the County.
"Authority" means the Temecula Public Financing Authority and any successor thereto.
"Authority Attorney" means any attorney or firm of attorneys employed by the Authority
or the City in the capacity of general counsel to the Authority.
"Authorized Officer" means the Chairperson, Executive Director, Treasurer, Secretary or
any other officer or employee authorized by the Board of Directors of the Authority or by an
Authorized Officer to undertake the action referenced in this Agreement as required to be
undertaken by an Authorized Officer.
"Bond Counsel" means (i) Quint & Thimmig LLP, or (ii) any other attorney or firm of
attorneys acceptable to the Authority and nationally recognized for expertise in rendering
opinions as to the legality and tax-exempt status of securities issued by public entities.
"Bond Fund" means the fund by that name established by Section 4.05(A) hereof.
"Bond Reqister" means the books for the registration and transfer of Bonds maintained
by the Fiscal Agent under Section 2.08 hereof.
"Bond Year" means the one-year period beginning on September 2nd in each year and
ending on September 1st in the following year, except that the first Bond Year shall begin on
the Closing Date and end on September 1, 2004.
"Bonds" means the 2003 Bonds, and, if the context requires, any Parity Bonds, at any
time Outstanding under this Agreement or any Supplemental Agreement.
"Business Day" means any day other than (i) a Saturday or a Sunday, or (ii) a day on
which banking institutions in the state in which the Fiscal Agent has its principal corporate trust
office are authorized or obligated by law or executive order to be closed.
"CDIAC" means the California Debt and Investment Advisory Commission of the office
of the State Treasurer of the State of California or any successor agency or bureau thereto.
"Capitalized Interest Account" means the account by that name established within the
Bond Fund by Section 4.05(A) hereof.
"City" means the City of Temecula, California.
"City Account" means the account by that name established by Section 4.02(A) within
the Improvement Fund.
"Closinq Date" means December 19, 2003, being the date upon which there is a
physical delivery of the 2003 Bonds in exchange for the amount representing the purchase
price of the 2003 Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable proposed,
temporary and final regulations promulgated, and applicable official public guidance published,
under the Code.
"Continuinq Disclosure A,qreement" shall mean that certain Continuing Disclosure
Agreement executed by the Authority and the Fiscal Agent on the Closing Date, as originally
executed and as it may be amended from time to time in accordance with the terms thereof.
"Costs of Issuance" means items of expense payable or reimbursable directly or
indirectly by the Authority or the City and related to the authorization, sale and issuance of the
Bonds, which items of expense shall include, but not be limited to, printing costs, costs of
reproducing and binding documents, closing costs, filing and recording fees, initial fees and
charges of the Fiscal Agent including its first annual administration fee, expenses incurred by
the City or the Authority in connection with the issuance of the Bonds and the establishment of
the District, special tax consultant fees and expenses, preliminary engineering fees and
expenses, Bond (underwriter's) discount, legal fees and charges, including bond counsel,
disclosure counsel and landowner's counsel, financial consultants' fees, charges for execution,
transportation and safekeeping of the Bonds, landowner expenses related to the District
formation and the issuance of the Bonds, City costs related to the District formation, and other
costs, charges and fees in connection with the foregoing.
"Costs of Issuance Fund" means the fund by that name established by Section 4.03(A)
hereof.
"County" means the County of Riverside, California.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable by reason of Section 2.03(A)(ii) on the 2003 Bonds and the scheduled amount of
interest and amortization of principal payable on any Parity Bonds during the period of
computation, excluding amounts scheduled during such period which relate to principal which
has been retired before the beginning of such period.
"Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as
Depository pursuant to Section 2.13.
"District" means the Temecula Public Financing Authority Community Facilities District
No. 03-03 (Wolf Creek), formed by the Authority under the Act and the Resolution of Formation.
"District Value" means the market value, as of the date of the appraisal described below
and/or the date of the most recent County real property tax roll, as applicable, of all parcels of
real property in the District subject to the levy of the Special Taxes and not delinquent in the
payment of any Special Taxes then due and owing, including with respect to such
nondelinquent parcels the value of the then existing improvements and any facilities to be
constructed or acquired with any amounts then on deposit in the Improvement Fund and with
the proceeds of any proposed series of Parity Bonds, as determined with respect to any parcel
or group of parcels by reference to (i) an appraisal performed within six (6) months of the date
of issuance of any proposed Parity Bonds by an MAI appraiser (the "Appraiser") selected by the
Authority, or (ii), in the alternative, the assessed value of all such nondelinquent parcels and
improvements thereon as shown on the then current County real property tax roll available to
the Treasurer. It is expressly acknowledged that, in determining the District Value, the Authority
may rely on an appraisal to determine the value of some or all of the parcels in the District
and/or the most recent County real property tax roll as to the value of some or all of the parcels
in the District. Neither the Authority nor the Treasurer shall be liable to the Owners, the Original
Purchaser or any other person or entity in respect of any appraisal provided for purposes of this
definition or by reason of any exercise of discretion made by any Appraiser pursuant to this
definition.
"EMWD" means the Eastern Municipal Water District.
"EMWD Account" means the account by that name established by Section 4.02(A)
within the Improvement Fund.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is
traded on an established securities market (within the meaning of section 1273 of the Code)
and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's
length transaction (as referenced above) if (i) the investment is a certificate of deposit that is
acquired in accordance with applicable regulations under the Code, (ii) the investment is an
agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically
negotiated interest rate (for example, a guaranteed investment contract, a forward supply
contract or other investment agreement) that is acquired in accordance with applicable
regulations under the Code, (iii) the investment is a United States Treasury Security-State and
Local Government Series that is acquired in accordance with applicable regulations of the
United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment
Fund of the State of California but only if at all times during which the investment is held its yield
is reasonably expected to be equal to or greater than the yield on a reasonably comparable
direct obligation of the United States.
"Federal Securities" means any of the following which are non-callable and which at the
time of investment are legal investments under the laws of the State of California for funds held
by the Fiscal Agent: (i) direct general obligations of the United States of America (including
obligations issued or held in book entry form on the books of the United States Department of
the Treasury) and obligations, the payment of principal of and interest on which are directly or
indirectly guaranteed by the United States of America, including, without limitation, such of the
foregoing which are commonly referred to as "stripped" obligations and coupons; or (ii) any of
the following obligations of the following agencies of the United States of America: (a) direct
obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the
Farmers Home Administration, (c) participation certificates issued by the General Services
Administration, (d) mortgage-backed bonds or pass-through obligations issued and guaranteed
by the Government National Mortgage Association, (e) project notes issued by the United
States Department of Housing and Urban Development, and (f) public housing notes and bonds
guaranteed by the United States of America.
"Fiscal Aqent" means the Fiscal Agent appointed by the Authority and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and
assigns, and any other corporation or association which may at any time be substituted in its
place, as provided in Section 7.01.
"Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to
June 30 of the succeeding year, both dates inclusive.
"Improvement Fund" means the fund by that name created by and held by the Fiscal
Agent pursuant to Section 4.02(A) hereof.
"Independent Financial Consultant" means any consultant or firm of such consultants
appointed by the Authority, the City or the Treasurer, and who, or each of whom: (i) has
experience in matters relating to the issuance and/or administration of bonds under the Act; (ii)
is in fact independent and not under the domination of the Authority; (iii) does not have any
substantial interest, direct or indirect, with or in the Authority, or any owner of real property in
the District, or any real property in the District; and (iv) is not connected with the City or the
Authority as an officer or employee of the City or the Authority, but who may be regularly
retained to make reports to the City or the Authority.
"Information Services" means Financial Information, Inc.'s "Daily Called Bond Service",
30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny
Information Services' "Called Bond Service", 65 Broadway, 16th Floor, New York, New York
10006; Moody's Investors Service "Municipal and Government", 99 Church Street, New York,
New York 10007, Attention: Municipal News Reports; Standard & Poor's Corporation "Called
Bond Record", 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with
then current guidelines of the Securities and Exchange Commission, such other addresses
and/or such services providing information with respect to called bonds as the Authority may
designate in an Officer's Certificate delivered to the Fiscal Agent.
"Interest Payment Dates" means March 1 and September I of each year, commencing
March 1, 2004.
"Joint Community Facilities Aqreement - EMWD" means the Joint Community Facilities
Agreement, dated as of February 1, 2003, among the Authority, EMWD and Wolf Creek
Development, LLC.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
"Moody's" means Moody's Investors Service, and any successor thereto.
"Officer's Certificate" means a written certificate of the Authority signed by an Authorized
Officer of the Authority.
"Ordinance" means any ordinance of the Authority levying the Special Taxes.
"Oriqinal Purchaser" means Stone & Youngberg LLC, the first purchaser of the 2003
Bonds from the Authority.
"Outstandin,q," when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by
the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed
to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution
for which other Bonds shall have been authorized, executed, issued and delivered by the
Authority pursuant to this Agreement or any Supplemental Agreement.
"Owner" or "Bondowner" means any person who shall be the registered owner of any
Outstanding Bond.
"Parity Bonds" means bonds issued by the Authority for the District on a parity with any
then Outstanding Bonds pursuant to Section 2.14 hereof.
"Participatin.q Underwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
"Permitted Investments" means any of the following, but only to the extent that the same
are acquired at Fair Market Value:
(a) Federal Securities.
(b) Time certificates of deposit or negotiable certificates of deposit issued by a
state or nationally chartered bank (including the Fiscal Agent and its affiliates) or trust
company, or a state or federal savings and loan association; provided, that the
certificates of deposit shall be one or more of the following: continuously and fully
insured by the Federal Deposit Insurance Corporation, and/or continuously and fully
secured by securities described in subdivision (a) of this definition of Permitted
Investments which shall have a market value, as determined on a marked-to-market
basis calculated at least weekly, and exclusive of accrued interest, of not less than 102
percent of the principal amount of the certificates on deposit.
(c) Commercial paper of "prime" quality of the highest ranking or of the highest
letter and numerical rating as provided by either Moody's or S&P, which commercial
paper is limited to issuing corporations that are organized and operating within the
United States of America and that have total assets in excess of five hundred million
dollars ($500,000,000) and that have an "A" or higher rating for the issuer's debentures,
other than commercial paper, by either Moody's or S&P, provided that purchases of
eligible commercial paper may not exceed 180 days' maturity nor represent more than
10 percent of the outstanding commercial paper of an issuing corporation.
(d) A repurchase agreement with a state or nationally charted bank or trust
company or a national banking association or government bond dealer reporting to,
trading with, and recognized as a primary dealer by the Federal Reserve Bank of New
York, provided that all of the following conditions are satisfied: (1) the agreement is
secured by any one or more of the securities described in subdivision (a) of this
definition of Permitted Investments, (2) the underlying securities are required by the
repurchase agreement to be held by a bank, trust company, or primary dealer having a
combined capital and surplus of at least one hundred million dollars ($100,000,000) and
which is independent of the issuer of the repurchase agreement, and (3) the underlying
securities are maintained at a market value, as determined on a marked-to-market basis
calculated at least weekly, of not less than 103 percent of the amount so invested.
(e) An investment agreement or guaranteed investment contract with, or
guaranteed by, a financial institution (not including any insurance company) the long-
term unsecured obligations of which are rated "AA" or better by Moody's and S&P at the
time of initial investment. The investment agreement shall be subject to a downgrade
provision with at least the following requirements: (1) the agreement shall provide that
within five Business Days after the financial institution's long-term unsecured credit
rating has been withdrawn, suspended, other than because of general withdrawal or
suspension by Moody's or S&P from the practice of rating that debt, or reduced below
"AA-" by S&P or below "Aa3" by Moody's (these events are called "rating downgrades")
the financial institution shall give notice to the Fiscal Agent and, within the five-day
period, and for as long as the rating downgrade is in effect, shall deliver in the name of
the Fiscal Agent to the Fiscal Agent federal securities allowed as investments under
subdivision (a) of this definition of Permitted Investments with aggregate current market
value equal to at least 105 percent of the principal amount of the investment agreement
invested with the financial institution at that time, and shall deliver additional allowed
federal securities as needed to maintain an aggregate current market value equal to at
least 105 percent of the principal amount of the investment agreement within three days
after each evaluation date, which shall be at least weekly, and (2) the agreement shall
provide that, if the financial institution's long-term unsecured credit rating is reduced
below "A3" by Moody's or below "A-" by S&P, the Fiscal Agent may, upon not more than
five Business Days' written notice to the financial institution, withdraw the investment
agreement, with accrued but unpaid interest thereon to the date, and terminate the
agreement.
(f) The Local Agency Investment Account of the State Treasurer of the State of
California as permitted by the State Treasurer pursuant to Section 16429.1 of the
California Government Code.
(g) Investments in a money market account (including any accounts of the Fiscal
Agent or its affiliates) rated in the highest rating category by Moody's or S&P.
"Principal Office" means the principal corporate trust office of the Fiscal Agent set forth
in Section 9.06, except for the purpose of maintenance of the registration books and
presentation of Bonds for payment, transfer or exchange, such term shall mean the office at
which the Fiscal Agent conducts its corporate agency business, or such other or additional
offices as may be designated by the Fiscal Agent.
"Proiect" means the facilities more particularly described in the Resolution of Formation.
"Rate and Method of Apportionment of Special Taxes" means the rate and method of
apportionment of special taxes for the District, as approved pursuant to the Resolution of
Formation, and as it may be modified in accordance with the Act.
"Record Date" means the fifteenth day of the month next preceding the month of the
applicable Interest Payment Date, whether or not such day is a Business Day.
"Refundinq Bonds" means bonds issued by the Authority for the District the net
proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided
that the debt service on the Refunding Bonds in any Bond Year is not in excess of the debt
service on the Bonds being refunded and the final maturity of the Refunding Bonds is not later
than the final maturity of the Bonds being refunded.
"Refundinq Fund" means the fund by that name established pursuant to Section 4.08(A).
"Reserve Fund" means the fund by that name established pursuant to Section 4.04(A)
hereof.
"Reserve Requirement" means, as of any date of calculation an amount equal to the
least of (i) the then Maximum Annual Debt Service, (ii) one hundred twenty-five percent (125%)
of the then average Annual Debt Service, or (iii) ten percent (10%) of the then Outstanding
principal amount of the Bonds. The Reserve Requirement as of the Closing Date is
$863,900.00.
"Resolution" means Resolution No. TPFA 03-
the Authority on November 18, 2003.
, adopted by the Board of Directors of
"Resolution of Formation" means Resolution No. TPFA 03-22, adopted by the Board of
Directors of the Authority on October 28, 2003.
"Resolution of Intention" means Resolution No. TPFA 03-
Directors of the Authority on July 22, 2003.
, adopted by the Board of
"S&P" means Standard & Poor's Ratings Service, a division of McGraw-Hill, and any
successor thereto,
"Securities Depositories" means The Depository Trust Company, 55 Water Street, 50t~
Floor, New York, New York 10041-0099, Attention: Call Notification Department, Fax (212)855-
7232; and, in accordance with then current guidelines of the Securities and Exchange
Commission, such other addresses and/or such other securities depositories as the Authority
may designate in an Officer's Certificate delivered to the Fiscal Agent.
"Special Tax A" shall have the meaning given such term in the Rate and Method of
Apportionment of Special Taxes.
"Special Tax B" shall have the meaning given such term in the Rate and Method of
Apportionment of Special Taxes.
"Special Tax Fund" means the fund by that name established by Section 4.06(A) hereof.
"Special Tax Prepayments" means the proceeds of any prepayments of Special Tax A
received by the Authority, as calculated pursuant to the Rate and Method of Apportionment of
the Special Taxes, less any administrative fees or penalties collected as part of any such
prepayment.
"Special Tax Prepayments Account" means the account by that name established within
the Bond Fund by Section 4.05(A) hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the
Authority, including any scheduled payments and any prepayments thereof, interest thereon
and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of
the Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues"
does not include any penalties collected in connection with delinquent Special Taxes.
"Special Taxes" means the Special Tax A levied within the District pursuant to the Act,
the Ordinance and this Agreement.
"Supplemental Aqreement" means an agreement the execution of which is authorized by
a resolution which has been duly adopted by the Authority under the Act and which agreement
is amendatory of or supplemental to this Agreement, but only if and to the extent that such
agreement is specifically authorized hereunder.
"Tax Consultant" means Albert A. Webb Associates or another independent financial or
tax consultant retained by the Authority or the City for the purpose of computing the Special
Taxes.
"Treasurer" means the Treasurer of the Authority or such other officer or employee of
the Authority performing the functions of the chief financial officer of the Authority.\
"2003 Bonds" means the Bonds so designated and authorized to be issued under
Section 2.01 hereof.
ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Desiqnation. Bonds in the aggregate principal amount
of Thirty-Three Million Dollars ($33,000,000) are hereby authorized to be issued by the
Authority for the District under and subject to the terms of the Resolution and this Agreement,
the Act and other applicable laws of the State of California. The 2003 Bonds shall be
designated as the "Temecula Public Financing Authority Community Facilities Distdct No. 03-03
(Wolf Creek) 2003 Special Tax Bonds," and shall be in the initial principal amount of
$
Section 2.02. Terms of the 2003 Bonds.
(A) Form; Denominations. The 2003 Bonds shall be issued as fully registered Bonds
without coupons in the denomination of $5,000 or any integral multiple in excess thereof.
(B) Date of 2003 Bonds. The 2003 Bonds shall be dated the Closing Date.
(C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on
the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds
and any error or omission with respect thereto shall not constitute cause for refusal of any
purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the
Authority or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not
constitute an event of default or any violation of the Authority's contract with such Owners and
shall not impair the effectiveness of any such notice.
(D) Maturities, Interest Rates. The 2003 Bonds shall mature and become payable on
September 1 in each of the years, and shall bear interest at the rates per annum as follows:
Maturity Date
(September 1 )
Principal Amount
Interest Rate
[to come]
(E) Interest. The Bonds shall bear interest at the rates set forth above payable on the
Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day
year composed of twelve 30-day months. Each Bond shall bear interest from the Interest
Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on
an Interest Payment Date, in which event it shall bear interest from such date of authentication,
or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the
Record Date preceding such Interest Payment Date, in which event it shall bear interest from
such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the
first Interest Payment Date, in which event it shall bear interest from the Bond Date; provided,
however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond
shall bear interest from the Interest Payment Date to which interest has previously been paid or
made available for payment thereon.
(F) Method of Payment. Interest on the Bonds (including the final interest payment
upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the
Interest Payment Dates by first class mail to the registered Owner thereof at such registered
Owner's address as it appears on the registration books maintained by the Fiscal Agent at the
close of business on the Record Date preceding the Interest Payment Date, or by wire transfer
(i) to the Depository (so long as the Bonds are in book-entry form pursuant to Section 2.13), or
(ii) to an account within the United States made on such Interest Payment Date upon written
instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds
received before the applicable Record Date, which instructions shall continue in effect until
revoked in writing, or until such Bonds are transferred to a new Owner. The principal of the
Bonds and any premium on the Bonds are payable by check in lawful money of the United
States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All
Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent.
The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of destruction thereof
to the Authority upon the Authority's request.
Section 2.03. Redemption.
(A) Redemption Dates.
(i) Optional Redemption. The 2003 Bonds maturing on and after September 1,
2013 are subject to optional redemption prior to their stated maturity on any Interest
Payment Date occurring on or after September 1, 2012, as a whole, or in part among
maturities so as to maintain substantially level debt service on the Bonds and by lot
within a maturity, at a redemption price (expressed as a percentage of the principal
amount of the 2003 Bonds to be redeemed), as set forth below, together with accrued
interest thereon to the date fixed for redemption:
Redemption Dates
September 1, 2012 and March 1, 2013
September 1, 2013 and any Interest Payment
Date thereafter
Redemption Prices
102%
100
(ii) Mandatory Sinking Payment Redemption. The 2003 Bonds maturing on
September 1, , are subject to mandatory sinking payment redemption in part on
September 1, , and on each September 1 thereafter to maturity, by lot, at a
redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking
payments as follows:
Redemption Date
(September 1)
Sinking Payments
The 2003 Bonds maturing on September 1, , are subject to mandatory
sinking payment redemption in part on September 1, , and on each September 1
thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof
to be redeemed, together with accrued interest to the date fixed for redemption, without
premium, from sinking payments as follows:
Redemption Date
(September 1 )
Sinkinq Payments
The amounts in the foregoing tables shall be reduced to the extent practicable so
as to maintain level debt service on the 2003 Bonds, as a result of any prior partial
redemption of the 2003 Bonds pursuant to Section 2.03(A)(i) above or Section
2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent.
(iii) Redemption From Special Tax Prepayments. Special Tax Prepayments
and any corresponding transfers from the Reserve Fund pursuant to Section 4.05(B)(ii)
and Section 4.04(F), respectively, shall be used to redeem 2003 Bonds on the next
Interest Payment Date for which notice of redemption can timely be given under Section
2.03(D), by lot and allocated among maturities of the 2003 Bonds so as to maintain
substantially level debt service on the Bonds, at a redemption price (expressed as a
percentage at the principal amount of the Bonds to be redeemed), as set forth below,
together with accrued interest to the date fixed for redemption:
Redemption Dates
Any Interest Payment Date from March 1, 2004 to
and including March 1, 2013
September 1, 2013 and any Interest Payment
Date thereafter
Redemption Prices
102%
100
(B) Notice to Fiscal Aqent. The Authority shall give the Fiscal Agent written notice of its
intention to redeem 2003 Bonds pursuant to subsection (A)(i) or (A)(iii) not less than forty-five
(45) days prior to the applicable redemption date, or such lesser number of days as shall be
consented to by the Fiscal Agent.
(C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section
2.03(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for
purchase of Outstanding 2003 Bonds, upon the filing with the Fiscal Agent of an Officer's
Certificate requesting such purchase, at public or private sale as and when, and at such prices
(including brokerage and other charges) as such Officer's Certificate may provide, but in no
event may Bonds be purchased at a price in excess of the principal amount thereof, plus
interest accrued to the date of purchase and any premium which would otherwise be due if
such Bonds were to be redeemed in accordance with this Agreement.
(D) Redemption Procedure by Fiscal Aqent. The Fiscal Agent shall cause notice of any
redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not
more than sixty (60) days prior to the date fixed for redemption, to the Original Purchaser, to the
Securities Depositories, to one or more Information Services, and to the respective registered
Owners of any Bonds designated for redemption, at their addresses appearing on the Bond
registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a
condition precedent to such redemption and failure to mail or to receive any such notice, or any
defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.
Such notice shall state the redemption date and the redemption price and, if less than all
of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP
numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP
number and Bond number of each Bond to be redeemed or shall state that all Bonds between
two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or
more maturities have been called for redemption, shall state as to any Bond called in part the
principal amount thereof to be redeemed, and shall require that such Bonds be then
surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption
price, and shall state that further interest on such Bonds will not accrue from and after the
redemption date.
Upon the payment of the redemption price of Bonds being redeemed, each check or
other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP
number identifying, by issue and maturity, of the Bonds being redeemed with the proceeds of
such check or other transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the
Bonds or any given portion thereof, the Fiscal Agent shall select the Bonds to be redeemed,
from all Bonds or such given portion thereof not previously called for redemption, among
maturities as directed in writing by the Treasurer (who shall specify Bonds to be redeemed so
as to maintain, as much as practicable, the same debt service profile for the Bonds as in effect
prior to such redemption, unless otherwise specified herein), and by lot within a maturity in any
manner which the Fiscal Agent deems appropriate.
Upon surrender of Bonds redeemed in part only, the Authority shall execute and the
Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the
Authority, a new Bond or Bonds, of the same series and maturity, of authorized denominations
in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.
(E) Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so
called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall
cease to be entitled to any benefit under this Agreement other than the right to receive payment
of the redemption price, and no interest shall accrue thereon on or after the redemption date
specified in such notice.
All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be
canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a
certificate of destruction thereof to the Authority.
Section 2.04. Form of Bonds. The 2003 Bonds, the form of Fiscal Agent's certificate of
authentication and the form of assignment, to appear thereon, shall be substantially in the
forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated
herein, with necessary or appropriate variations, omissions and insertions, as permitted or
required by this Agreement, the Resolution and the Act.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
Authority by the manual or facsimile signatures of its Chairperson and Secretary who are in
office on the date of adoption of this Agreement or at any time thereafter, and the seal of the
Authority shall be impressed, imprinted or reproduced by facsimile signature thereon. If any
officer whose signature appears on any Bond ceases to be such officer before delivery of the
Bonds to the owner, such signature shall nevertheless be as effective as if the officer had
remained in office until the delivery of the Bonds to the owner. Any Bond may be signed and
attested on behalf of the Authority by such persons as at the actual date of the execution of
such Bond shall be the proper officers of the Authority although at the nominal date of such
Bond any such person shall not have been such officer of the Authority.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory
for any purpose or entitled to the benefits of this Agreement, and such certificate of
authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered
hereunder have been duly authenticated, registered and delivered hereunder and are entitled to
the benefits of this Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by
the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
Authority. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or
other governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall
execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like
aggregate principal amount of authorized denomination(s).
No transfers of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond
after such Bond has been selected for redemption, or (iii) between a Record Date and the
succeeding Interest Payment Date.
Section 2.07. Exchan.qe of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations
and of the same series and maturity. The cost for any services rendered or any expenses
incurred by the Fiscal Agent in connection with any such exchange shall be paid by the
Authority. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or
other governmental charge required to be paid with respect to such exchange.
No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond
after such Bond has been selected for redemption, or (iii) between a Record Date and the
succeeding Interest Payment Date.
Section 2.08. Bond Reqister. The Fiscal Agent will keep or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds, which books shall
show the series number, date, amount, rate of interest and last known Owner of each Bond and
shall at all times be open to inspection by the Authority during regular business hours upon
reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on said books, the ownership of the Bonds as hereinbefore provided.
The Authority and the Fiscal Agent will treat the Owner of any Bond whose name
appears on the Bond register as the absolute Owner of such Bond for any and all purposes,
and the Authority and the Fiscal Agent shall not be affected by any notice to the contrary. The
Authority and the Fiscal Agent may rely on the address of the Bondowner as it appears in the
Bond register for any and all purposes.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the Authority, and may contain such reference to any of the provisions of this
Agreement as may be appropriate. Every temporary Bond shall be executed by the Authority
upon the same conditions and in substantially the same manner as the definitive Bonds. If the
Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay and
thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the
definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal
Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such
temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized
denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits
under to this Agreement as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Fiscal
Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange
and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the
Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled
by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to
the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction
or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and
indemnity for the Authority and the Fiscal Agent satisfactory to the Fiscal Agent shall be given,
the Authority, at the expense of the Owner, shall execute, and the Fiscal Agent shall
authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in
substitution for the Bond so lost, destroyed or stolen. The Authority may require payment of a
sum not exceeding the actual cost of preparing each new Bond delivered under this Section
and of the expenses which may be incurred by the Authority and the Fiscal Agent for the
preparation, execution, authentication and delivery. Any Bond delivered under the provisions of
this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original
additional contractual obligation on the part of the Authority whether or not the Bond so alleged
to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and
proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to
this Agreement.
Section 2.11. Limited Obliqation. All obligations of the Authority under this Agreement
and the Bonds shall be special obligations of the Authority, payable solely from the Special Tax
Revenues and the funds pledged therefore hereunder. Neither the faith and credit nor the
taxing power of the Authority (except to the limited extent set forth herein) or the State of
California or any political subdivision thereof is pledged to the payment of the Bonds. The City
has no obligations whatsoever under this Agreement or otherwise with respect to the Bonds.
Section 2.12. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of
Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this
Agreement under Section 9.03 hereof.
Section 2.13. Book-Entry System. DTC shall act as the initial Depository for the Bonds.
One Bond for each maturity of the Bonds shall be initially executed, authenticated, and
delivered as set forth herein with a separate fully registered certificate (in print or typewritten
form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be
registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede &
Co., as nominee of DTC or such nominee as DTC shall appoint in writing.
The representatives of the City and the Fiscal Agent are hereby authorized to take any
and all actions as may be necessary and not inconsistent with this Agreement to qualify the
Bonds for the Depository's book-entry system, including the execution of the Depository's
required representation letter.
With respect to Bonds registered in the Bond Register in the name of Cede & Co., as
nominee of DTC, neither the City nor the Fiscal Agent shall have any responsibility or obligation
to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as
Depository from time to time (the "DTC Participants") or to any person for which a DTC
Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the
immediately preceding sentence, neither the City nor the Fiscal Agent shall have any
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co.,
or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to
any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice
with respect to the Bonds, including any notice of redemption, (iii) the selection by the
Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to
redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or
any other person, other than DTC, of any amount with respect to the principal of or interest on
the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the
Bonds.
Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the
absolute Owner of each Bond for which DTC is acting as Depository for the purpose of
payment of the principal of and interest on such Bonds, for the purpose of giving notices of
redemption and other matters with respect to such Bonds, for the purpose of registering
transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall
pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown
on the Bond Register, and all such payments shall be valid and effective to fully satisfy and
discharge all obligations with respect to the principal of and interest on the Bonds to the extent
of the sums or sums so paid.
No person other than an Owner, as shown on the Bond Register, shall receive a
physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that
DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.13 shall
refer to such new nominee of DTC.
DTC may determine to discontinue providing its services with respect to the Bonds at
any time by giving written notice to the Fiscal Agent during any time that the Bonds are
Outstanding, and discharging its responsibilities with respect thereto under applicable law. The
City may terminate the services of DTC with respect to the Bonds if it determines that DTC is
unable to discharge its responsibilities with respect to the Bonds or that continuation of the
system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners,
and the City shall mail notice of such termination to the Fiscal Agent.
Upon the termination of the services of DTC as provided in the previous paragraph, and
if no substitute Depository willing to undertake the functions hereunder can be found which is
willing and able to undertake such functions upon reasonable or customary terms, or if the City
determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able
to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the
Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be
registered in whatever name or name the Owners shall designate at that time, in accordance
with Section 2.06.
To the extent that the Beneficial Owners are designated as the transferee by the
Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners
as soon as practicable.
Section 2.14. Issuance of Parity Bonds. The Authority may issue one or more series of
Refunding Bonds, in addition to the 2003 Bonds authorized under Section 2.01 hereof, by
means of a Supplemental Agreement and without the consent of any Bondowners, upon
compliance with the provisions of this Section 2.14. Any such Refunding Bonds that comply
with the requirements of this Section 2.14 shall be Parity Bonds, and such Parity Bonds shall
constitute Bonds hereunder and shall be secured by a lien on the Special Tax Revenues and
funds pledged for the payment of the Bonds hereunder on a parity with all other Bonds
Outstanding hereunder. The Authority may issue the Parity Bonds subject to the following
specific conditions precedent:
(A) Current Compliance. The Authority shall be in compliance on the date of
issuance of the Parity Bonds with all covenants set forth in this Agreement and all
Supplemental Agreements.
(B) Payment Dates. The Supplemental Agreement providing for the issuance of
such Parity Bonds shall provide that interest thereon shall be payable on March 1 and
September 1, and principal thereof shall be payable on September 1 in any year in
which principal is payable (provided that there shall be no requirement that any Parity
Bonds pay interest on a current basis).
(C) Funds and Accounts; Reserve Fund Deposit. The Supplemental Agreement
providing for the issuance of such Parity Bonds may provide for the establishment of
separate funds and accounts, and shall provide for a deposit to the Reserve Fund in an
amount necessary so that the amount on deposit therein, following the issuance of such
Parity Bonds, is equal to the Reserve Requirement.
(D) Refundinq Bonds. The Parity Bonds shall be Refunding Bonds, as defined
in Section 1.03.
(E) The Special Tax Coveraqe. The Authority shall obtain a certificate of a Tax
Consultant to the effect that (i) the amount of the maximum Special Taxes that may be
levied in each Fiscal Year, less an amount sufficient to pay annual Administrative
Expenses (as determined by the Treasurer), shall be at least one hundred ten percent
(110%) of the total Annual Debt Service for each such Fiscal Year on the Bonds and the
proposed Parity Bonds, and (ii) the sum of the Assigned Special Tax that may be levied
on Developed Property and the maximum Special Tax that may be levied on Approved
Property (as such terms are defined in the Rate and Method of Apportionment of
Special Taxes for the District) in the next Fiscal Year, based upon the status of the land
in the District as of the date of issuance of the Parity Bonds, shall not be less than the
aggregate maximum Annual Debt Service on the Bonds (to remain Outstanding
following the issuance of the Parity Bonds) and the proposed Parity Bonds.
(F) Officer's Certificate. The Authority shall deliver to the Fiscal Agent an
Officer's Certificate certifying that the conditions precedent to the issuance of such
Parity Bonds set forth in subsections (A), (B), (C), (D) and (E) of this Section 2.14 have
been satisfied. In delivering such Officer's Certificate, the Authorized Officer that
executes the same may conclusively rely upon such certificates of the Fiscal Agent, the
Tax Consultant and others selected with due care, without the need for independent
inquiry or certification.
Nothing in this Section 2.14 shall prohibit the Authority from issuing bonds or otherwise
incurring debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof
under Section 3.02 of this Agreement.
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of 2003 Bonds. At any time after the execution of
this Agreement, the Authority may issue the 2003 Bonds for the District in the aggregate
principal amount set forth in Section 2.01 and deliver the 2003 Bonds to the Original Purchaser.
The Authorized Officers of the Authority are hereby authorized and directed to deliver any and
all documents and instruments necessary to cause the issuance of the 2003 Bonds in
accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the
payment of Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of
the 2003 Bonds and to do and cause to be done any and all acts and things necessary or
convenient for delivery of the 2003 Bonds to the Original Purchaser.
Section 3.02. Pled,qe of Special Tax Revenues. The Bonds shall be secured by a first
pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of
the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Special
Tax Prepayments Account and the Capitalized Interest Account therein), the Reserve Fund
and, until disbursed as provided herein, in the Special Tax Fund. The Special Tax Revenues
and all moneys deposited into said funds (except as otherwise provided herein) are hereby
dedicated to the payment of the principal of, and interest and any premium on, the Bonds as
provided herein and in the Act until all of the Bonds have been paid and retired or until moneys
or Federal Securities have been set aside irrevocably for that purpose in accordance with
Section 9.03.
Amounts in the Administrative Expense Fund, the Improvement Fund (including the
accounts therein), the Refunding Fund and the Costs of Issuance Fund are not pledged to the
repayment of the Bonds. The Project financed with the proceeds of the Bonds are not in any
way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation or
destruction of any portion of the Project are not pledged to pay the Debt Service on the Bonds
and are free and clear of any lien or obligation imposed hereunder.
Section 3.03. Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be dependent upon the completion of the construction of the Project, or upon
the performance by any person of such persons obligation(s) with respect to the Project.
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Application of Proceeds of Sale of 2003 Bonds and Other Moneys. The
proceeds of the purchase of the 2003 Bonds by the Original Purchaser (being $_ )
shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such
proceeds on the Closing Date as follows:
(A) deposit in the Costs of Issuance Fund an amount equal to $
(B) deposit in the Reserve Fund an amount equal to $
(C) deposit in the Capitalized Interest Account of the Bond Fund an amount
equal to $ ;
(D) deposit $ to a temporary account on the records of the Fiscal
Agent hereby created for such purpose, for immediate transfer to the Treasurer, for
deposit by the Treasurer in the Administrative Expense Fund;
(E) deposit in the following accounts within the Improvement Fund the following
amounts: (i) in the City Account an amount equal to $ , (ii) in the EMWD
Account an amount equal to $ , and (iii) in the Acquisition Account an
amount equal to $ ; and
(F) deposit in the Refunding Fund an amount equal to $4,738,406.00.
Section 4.02. Improvement Fund
(A) Establishment of Improvement Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community
Facilities District No. 03-03 (Wolf Creek) Improvement Fund (the "Improvement Fund"), and
within the Improvement Fund a City Account, an EMWD Account and an Acquisition Account.
Deposits shall be made to the accounts within the Improvement Fund as required by Section
4.01(E) and Section 4.02(D). Moneys in the accounts within the Improvement Fund shall be
held in trust by the Fiscal Agent for the benefit of the Authority, and shall be disbursed for the
payment or reimbursement of costs of the Project.
(B) Procedure for Disbursement. (i) Disbursements from the City Account of the
Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate
which shall: (a) set forth the amount required to be disbursed, the purpose for which the
disbursement is to be made (which shall be for payment of a cost of any of the portions of the
Project constituting the Wolf Creek Fire Station, Sports Park Improvements, Public Art or
Pechanga Parkway improvements as described in Exhibit A to the Resolution of Intention, or to
reimburse expenditures of the Authority, the City or any other party for any of such Project
costs previously paid), that the disbursement is a proper expenditure from the City Account of
the Improvement Fund, and the person to which the disbursement is to be paid; and (b) certify
that no portion of the amount then being requested to be disbursed was set forth in any
Officer's Certificate previously filed requesting a disbursement.
In addition to the foregoing, following a determination by the Director of Public Works of
the City as to the total costs of the Pechanga Parkway improvements, the Director of Public
Works shall identify to the Treasurer any amounts in the City Account that are in excess of the
amounts necessary to finance all of the improvements to be funded from the City Account. The
Treasurer shall then direct the Fiscal Agent to transfer the excess so identified (a) to the EMWD
Account, but only so much as, when added to the amount deposited to the EMWD Account
pursuant to Section 4.01(E)(ii), does not result in a total amount deposited to such account in
excess of $5,627,404.00; and (b) with any remaining amount to the Acquisition Account.
(ii) Disbursements from the Acquisition Account within the Improvement Fund shall be
made by the Fiscal Agent upon receipt of an Officer's Certificate, which shall: (a) set forth the
amount required to be disbursed, the purpose for which the disbursement is to be made (which
shall be for a Project cost identified in the Acquisition Agreement, or for a cost of the Pechanga
Parkway improvements not able to be funded from amounts in the City Account, that the
disbursement is a proper expenditure from the Acquisition Account of the Improvement Fund,
and the person to which the disbursement is to be paid; and (b) certify that no portion of the
amount then being requested to be disbursed was set forth in any Officer's Certificate
previously filed requesting a disbursement.
(iii) Disbursements from the EMWD Account of the Improvement Fund shall be made
by the Fiscal Agent upon receipt of a certificate executed by Wolf Creek Development, LLC and
EMWD in the form of Exhibit C to the Joint Community Facilities Agreement - EMWD which
shall set forth the amount required to be disbursed.
(iv) Each such Officer's Certificate or other certificate submitted to the Fiscal Agent as
described in this Section 4.02(B) shall be sufficient evidence to the Fiscal Agent of the facts
stated therein, and the Fiscal Agent shall have no duty to confirm the accuracy of such facts.
(C) Investment.. Moneys in the accounts within the Improvement Fund shall be invested
and deposited in accordance with Section 6.01. Interest earnings and profits from the
investment and deposit of amounts in the City Account and the Acquisition Account of the
Improvement Fund shall be retained in the accounts of the Improvement Fund, respectively, to
be used for the purposes of the respective account. Interest earnings and profits from the
investment and deposit of amounts in the EMWD Account of the Improvement Fund shall be
transferred on each Interest Payment Date or on any other date upon receipt by the Fiscal
Agent of an Officer's Certificate requesting such transfers to the Acquisition Account of the
Improvement Fund to be used for the purposes of the City Account of the Improvement Fund.
(D) Closinq of Accounts. On the earlier of (i) the date of receipt by the Fiscal Agent of
an Officer's Certificate to the effect that Wolf Creek Development, LLC has notified the
Authority in writing that no further disbursements will be made from the EMWD Account, or (ii)
December 18, 2006, the Fiscal Agent shall transfer all amounts then on deposit in the EMWD
Account to the Acquisition Account to be used for the purposes of such account, or, if the
Acquisition Account has theretofore been closed, to the Bond Fund to be used to pay Debt
Service on the Bonds on the next Interest Payment Date, and following such transfer the
EMWD Account shall be closed.
Upon receipt by the Fiscal Agent of an Officer's Certificate to the effect that all
improvements to be funded from the City Account have been completed or that no further
withdrawals will be made from the City Account, any amounts remaining on deposit in the City
Account shall be transferred by the Fiscal Agent to the Acquisition Account, or, if the Acquisition
Account has theretofore been closed, to the Bond Fund to be used to pay Debt Service on the
Bonds on the next Interest Payment Date, and when no amounts remain on deposit in the
Acquisition Account the Acquisition Account shall be closed.
Upon the filing of an Officer's Certificate stating that the Project has been completed
and that all costs of the Project have been paid, or that any such costs are not required to be
paid from the Acquisition Account, the Fiscal Agent shall transfer the amount, if any, remaining
in the Acquisition Account to the Bond Fund to be used to pay Debt Service on the Bonds on
the next Interest Payment Date, and when no amounts remain on deposit in the Acquisition
Account the Acquisition Account shall be closed.
Section 4.03. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a
separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek) Costs of Issuance Fund (the "Costs of
Issuance Fund"), to the credit of which a deposit shall be made as required by Section 4.01(A).
Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be
disbursed as provided in subsection (B) of this Section for the payment or reimbursement of
Costs of Issuance.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from
time to time to pay Costs of Issuance, as set forth in a requisition containing respective
amounts to be paid to the designated payees, signed by the Treasurer and delivered to the
Fiscal Agent concurrently with the delivery of the Bonds, or otherwise in an Officer's Certificate
delivered to the Fiscal Agent after the Closing Date. The Fiscal Agent shall pay all Costs of
Issuance after receipt of an invoice from any such payee which requests payment in an amount
which is less than or equal to the amount set forth with respect to such payee pursuant to an
Officer's Certificate requesting payment of Costs of Issuance. The Fiscal Agent shall maintain
the Costs of Issuance Fund for a period of 90 days from the date of delivery of the Bonds and
then shall transfer any moneys remaining therein, including any investment earnings thereon, to
the Treasurer for deposit by the Treasurer in the Administrative Expense Fund.
(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited
in accordance with Section 6.01. Interest earnings and profits resulting from said investment
shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes
of such fund.
Section 4.04. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held
by the Fiscal Agent the Temecula Public Financing Authority Community Facilities District No.
03-03 (Wolf Creek) Reserve Fund (the "Reserve Fund"), to the credit of which a deposit shall
be made as required by Section 4.01(B) equal to the Reserve Requirement as of the Closing
Date for the Bonds, and deposits shall be made as provided in Section 4.06(B). Moneys in the
Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the
Bonds as a reserve for the payment of principal of, and interest and any premium on, the Bonds
and shall be subject to a lien in favor of the Owners of the Bonds.
(B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts
deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the
purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the
Bond Fund of the amount then required for payment of the principal of, and interest and any
premium on, the Bonds or, in accordance with the provisions of this Section, for the purpose of
redeeming Bonds from the Bond Fund.
(C) Transfer Due to Deficiency in Bond Fund. Whenever transfer is made from the
Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall
provide written notice thereof to the Treasurer, specifying the amount withdrawn.
(D) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior
to any Interest Payment Date, or on any other date at the request of the Treasurer, the
amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall provide
written notice to the Treasurer of the amount of the excess and shall transfer an amount equal
to the excess from the Reserve Fund (i) to the Acquisition Account, so long as such account
has not theretofore been closed under Section 4.02(D), and (ii) following the closure of the
Acquisition Account, to the Bond Fund to be used for the payment of interest on the Bonds on
the next Interest Payment Date in accordance with Section 4.05.
(E) Transfer When Balance Exceeds Outstandin.q Bonds. Whenever the balance in the
Reserve Fund equals or exceeds the amount required to redeem or pay the Outstanding
Bonds, including interest accrued to the date of payment or redemption and premium, if any,
due upon redemption, the Fiscal Agent shall upon the written direction of the Treasurer transfer
the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding
Interest Payment Date to the payment and redemption, in accordance with Section 2.03 and
4.05, as applicable, of all of the Outstanding Bonds. In the event that the amount so
transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and
redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the
Authority to be used for any lawful purpose of the Authority.
Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund
pursuant to this Section 4.04(E) until after (i) the calculation of any amounts due to the federal
government pursuant to Section 5.13 following payment of the Bonds and withdrawal of any
such amount from the Reserve Fund for purposes of making such payment to the federal
government, and (ii) payment of any fees and expenses due to the Fiscal Agent.
(F) Transfer Upon Special Tax Prepayment. Whenever Special Taxes are prepaid and
Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section
2.03(A)(iii), a proportionate amount in the Reserve Fund (determined on the basis of the
principal of Bonds to be redeemed, and the original principal of the Bonds) shall be transferred
on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be
applied to the redemption of the Bonds pursuant to Section 2.03(A)(iii). The Treasurer shall
deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred,
and the Fiscal Agent may rely on any such Officer's Certificate.
(G) Transfer to Pay Rebate. Amounts in the Reserve Fund may at any time be used, at
the written direction of an Authorized Officer, for purposes of paying any rebate liability under
Section 5.13.
Section 4.05. Bond Fund.
(A) Establishment of Bond Fund, Capitalized Interest Account and Special Tax
Prepayments Account. There is hereby established as a separate fund to be held by the Fiscal
Agent, the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf
Creek) Bond Fund (the "Bond Fund"), to the credit of which deposits shall be made as required
by Sections 4.02(D), 4.04(B), 4.04(D), 4.04(E), 4.04(F), and 4.06(B), and any other amounts
required to be deposited therein by this Agreement or the Act. There is also hereby created in
the Bond Fund, a separate account held by the Fiscal Agent, the Capitalized Interest Account,
to the credit of which deposits shall be made under Section 4.01(C). There is also hereby
created in the Bond Fund a separate account to be held by the Fiscal Agent, consisting of the
Special Tax Prepayments Account, to the credit of which deposits shall be made as provided in
Section 4.06(A).
Moneys in the Bond Fund and the accounts therein shall be held in trust by the Fiscal
Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the
principal of, and interest and any premium on, the Bonds as provided below, and, pending such
disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
(B) Disbursements. (i) Bond Fund Disbursements. On each Interest Payment
Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the
Bonds the principal, and interest and any premium, then due and payable on the Bonds,
including any amounts due on the Bonds by reason of the sinking payments set forth in
Section 2.03(A)(ii), or a redemption of the Bonds required by Section 2.03(A)(i), such
payments to be made in the priority listed in the second succeeding paragraph.
Notwithstanding the foregoing, amounts in the Bond Fund as a result of a transfer
pursuant to Section 4.02(D) shall be used to pay the principal of and interest on the
Bonds prior to the use of any other amounts in the Bond Fund for such purpose.
In the event that amounts in the Bond Fund are insufficient for the purposes set
forth in the preceding paragraph, the Fiscal Agent shall withdraw from the Reserve Fund
to the extent of any funds therein amounts to cover the amount of such Bond Fund
insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the
Bond Fund.
If, after the foregoing transfers, there are insufficient funds in the Bond Fund to
make the payments provided for in the first sentence of the first paragraph of this
Section 4.02(B)(i), the Fiscal Agent shall apply the available funds first to the payment of
interest on the Bonds, then to the payment of principal due on the Bonds other than by
reason of sinking payments, and then to payment of principal due on the Bonds by
reason of sinking payments. Any sinking payment not made as scheduled shall be
added to the sinking payment to be made on the next sinking payment date.
(ii) Special Tax Prepayments Account Disbursements. Moneys in the Special
Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on
the next date for which notice of redemption of Bonds can timely be given under Section
2.03(A)(iii), and notice to the Fiscal Agent can timely be given under Section 2.03(B),
and shall be used (together with any amounts transferred pursuant to Section 4.04(F))
to redeem Bonds on the redemption date selected in accordance with Section 2.03.
(iii) Capitalized Interest Account Disbursements. Moneys in the Capitalized
Interest Account shall be transferred to the Bond Fund on the Business Day prior to
each Interest Payment Date, in the amount equal to and to be used for the payment of
interest on the Bonds due on the next succeeding Interest Payment Date; provided that
no such transfer shall exceed the amount then on deposit in the Capitalized Interest
Account. When no amounts remain on deposit in such account, the Capitalized Interest
Account shall be closed.
(C) Investment. Moneys in the Bond Fund, the Capitalized Interest Account and the
Special Tax Prepayments Account shall be invested and deposited in accordance with Section
6.01. Interest earnings and profits resulting from the investment and deposit of amounts in the
Bond Fund, the Capitalized Interest Account and the Special Tax Prepayments Account shall
be retained in the Bond Fund, the Capitalized Interest Account and the Special Tax
Prepayments Account, respectively, to be used for purposes of such fund and accounts.
Section 4.06. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community
Facilities District No. 03-03 (Wolf Creek) Special Tax Fund (the "Special Tax Fund"), to the
credit of which the Fiscal Agent shall deposit amounts received from or on behalf of the
Authority consisting of Special Tax Revenues, and any amounts required by Section 4.07(B) to
be deposited therein. The Authority shall promptly remit any such amounts received by it to the
Fiscal Agent for deposit by the Fiscal Agent to the Special Tax Fund.
Notwithstanding the foregoing, (i) any Special Tax Revenues constituting payment of the
portion of the Special Tax levy for Administrative Expenses shall be deposited by the Treasurer
in the Administrative Expense Fund, and (ii) any proceeds of Special Tax Prepayments shall be
transferred by the Treasurer to the Fiscal Agent for deposit by the Fiscal Agent (as specified in
writing by the Treasurer to the Fiscal Agent) directly in the Special Tax Prepayments Account
established pursuant to Section 4.05(A).
Moneys in the Special Tax Fund shall be held in trust by the Fiscal Agent for the benefit
of the Authority and the Owners of the Bonds, shall be disbursed as provided below and,
pending disbursement, shall be subject to a lien in favor of the Owners of the Bonds and the
Authority.
(B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw
from the Special Tax Fund and transfer the following amounts in the following order of priority
(i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond
Fund and any expected transfers from the Improvement Fund, the Reserve Fund, the
Capitalized Interest Account and the Special Tax Prepayments Account to the Bond Fund
pursuant to Sections 4.02(D), 4.04(D), (E), and (F), and 4.05(B)(ii) and (iii), such that the
amount in the Bond Fund equals the principal (including any sinking payment), premium, if any,
and interest due on the Bonds on such Interest Payment Date, and (ii) to the Reserve Fund an
amount, taking into account amounts then on deposit in the Reserve Fund, such that the
amount in the Reserve Fund is equal to the Reserve Requirement.
(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 4.07. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. There is hereby established as a
separate fund to be held by the Treasurer, the Temecuia Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek) Administrative Expense Fund (the
"Administrative Expense Fund"), to the credit of which deposits shall be made as required by
Sections 4.01(D), 4.03(B) and 4.06(B). Moneys in the Administrative Expense Fund shall be
held in trust by the Treasurer for the benefit of the Authority, and shall be disbursed as provided
below.
(B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn by
the Treasurer and paid to the Authority or its order upon receipt by the Treasurer of an Officer's
Certificate stating the amount to be withdrawn, that such amount is to be used to pay an
Administrative Expense or a Costs of Issuance, and the nature of such Administrative Expense
or Costs of Issuance. Amounts transferred from the Costs of Issuance Fund to the
Administrative Expense Fund pursuant to Section 4.03(B) shall be separately identified at all
times, and shall be expended for purposes of the Administrative Expense Fund prior to the use
of amounts transferred to the Administrative Expense Fund from the Special Tax Fund pursuant
to Section 4.06(B).
Annually, on the last day of each Fiscal Year commencing with the last day of Fiscal
Year 2003-2004, the Treasurer shall withdraw any amounts then remaining in the
Administrative Expense Fund in excess of $20,000 that have not otherwise been allocated to
pay Administrative Expenses incurred but not yet paid, and which are not otherwise
encumbered, and transfer such amounts to the Fiscal Agent for deposit by the Fiscal Agent in
the Special Tax Fund,
(C) Investment. Moneys in the Administrative Expense Fund shall be invested and
deposited in accordance with Section 6.01. Interest earnings and profits resulting from said
investment shall be retained by the Treasurer in the Administrative Expense Fund to be used
for the purposes thereof.
Section 4.08. Refundinq Fund.
(A) Establishment of Refundin.q Fund. There is hereby established as a separate fund
to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities
District No. 03-03 (Wolf Creek), Refunding Fund (the "Refunding Fund"), to the credit of which a
deposit shall be made as required by Section 4.01(F). Moneys in the Refunding Fund shall be
held in trust by the Fiscal Agent for the benefit of the Authority, and shall be disbursed, as
provided in subsection (B) of this Section.
(B) Procedure for Disbursement. On the Closing Date, all amounts on deposit in the
Refunding Fund shall be transferred by the Fiscal Agent to U.S. Bank National Association, as
agent for the County, to be used to pay in full and discharge the assessment liens on property
in the District for the County's Assessment District No. 15g. After disbursement of all amounts
on deposit in the Refunding Fund, the Refunding Fund shall be closed.
ARTICLE V
OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment. The Authority will punctually pay or cause to be paid
the principal of, and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will
faithfully observe and perform all of the conditions covenants and requirements of this
Agreement and all Supplemental Agreements and of the Bonds.
Section 5.02. Limited Obli.qation. The Bonds are limited obligations of the Authority on
behalf of the District and are payable solely from and secured solely by the Special Tax
Revenues and the amounts in the Bond Fund (including the Special Tax Prepayments Account
and the Capitalized Interest Account therein), the Reserve Fund and, until disbursed as
provided herein, the Special Tax Fund.
Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the Authority shall not, directly or indirectly, extend or consent
to the extension of the time for the payment of any claim for interest on any of the Bonds and
shall not, directly or indirectly, be a party to the approval of any such arrangement by
purchasing or funding said claims for interest or in any other manner. In case any such claim
for interest shall be extended or funded, whether or not with the consent of the Authority, such
claim for interest so extended or funded shall not be entitled, in case of default hereunder, to
the benefits of this Agreement, except subject to the prior payment in full of the principal of all
of the Bonds then Outstanding and of all claims for interest which shall not have so extended or
funded.
Section 5.04. Against Encumbrances. The Authority will not encumber, pledge or place
any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the
Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the
Bonds, except as permitted by this Agreement.
Section 5.05. Books and Records. The Authority will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the Authority, in
which complete and correct entries shall be made of all transactions relating to the expenditure
of amounts disbursed from the Administrative Expense Fund and to the Special Tax Revenues.
Such books of record and accounts shall at all times during business hours be subject to the
inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the
principal amount of the Bonds then Outstanding, or their representatives duly authorized in
writing.
The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts,
separate from all other records and accounts of the Fiscal Agent, in which complete and correct
entries shall be made of all transactions relating to the expenditure of amounts disbursed from
the Bond Fund (including the Special Tax Prepayments Account and the Capitalized Interest
Account therein), the Reserve Fund, the Special Tax Fund, the Refunding Fund, the
Improvement Fund (including the accounts therein) and the Costs of Issuance Fund. Such
books of record and accounts shall at all times during business hours be subject to the
inspection of the Authority and the Owners of not less than ten percent (10%) of the principal
amount of the Bonds then Outstanding, or their representatives duly authorized in writing upon
reasonable prior notice.
Section 5.06. Protection of Securib/and Riqhts of Owners. The Authority will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and defend
their rights against all claims and demands of all persons. From and after the delivery of any of
the Bonds by the Authority, the Bonds shall be incontestable by the Authority.
Section 5.07. Compliance with Law. The Authority will comply with all applicable
provisions of the Act and law in administering the District and completing the acquisition of the
Project.
Section 5.08. Collection of Special Tax Revenues. The Authority shall comply with all
requirements of the Act so as to assure the timely collection of Special Tax Revenues, including
without limitation, the enforcement of delinquent Special Taxes.
On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the
Treasurer with a notice stating the amount then on deposit in the Bond Fund, the Capitalized
Interest Account and the Reserve Fund, and informing the Authority that the Special Taxes may
need to be levied pursuant to the Ordinance as necessary to provide for the debt service to
become due on the Bonds in the calendar year that commences in the Fiscal Year for which the
levy is to be made, and Administrative Expenses and replenishment (if necessary) of the
Reserve Fund so that the balance therein equal the Reserve Requirement. The receipt of or
failure to receive such notice by the Treasurer shall in no way affect the obligations of the
Treasurer under the following two paragraphs. Upon receipt of such notice, the Treasurer shall
communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are
to be levied, taking into account any parcel splits during the preceding and then current year.
The Treasurer shall effect the levy of the Special Taxes each Fiscal Year in accordance
with the Ordinance by each July 15 that the Bonds are outstanding, or otherwise such that the
computation of the levy is complete before the final date on which Auditor will accept the
transmission of the Special Tax amounts for the parcels within the District for inclusion on the
next real property tax roll. Upon the completion of the computation of the amounts of the levy,
the Treasurer shall prepare or cause to be prepared, and shall transmit to the Auditor, such
data as the Auditor requires to include the levy of the Special Taxes on the next real property
tax roll.
The Treasurer shall fix and levy the amount of Special Taxes within the District required
for the payment of principal of and interest on any outstanding Bonds of the District becoming
due and payable during the ensuing year, including any necessary replenishment or
expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay
the Administrative Expenses (including amounts necessary to discharge any obligation under
Section 5.13) during such year, taking into account the balances in such funds and in the
Special Tax Fund. The Special Taxes so levied shall not exceed the authorized amounts as
provided in the proceedings pursuant to the Resolution of Formation.
The Special Taxes shall be payable and be collected in the same manner and at the
same time and in the same installment as the general taxes on real property are payable, and
have the same priority, become delinquent at the same time and in the same proportionate
amounts and bear the same proportionate penalties and interest after delinquency as do the ad
valorem taxes on real property; provided that, pursuant to and in accordance with the
Ordinance, the Special Taxes may be collected by means of direct billing of the property
owners within the District, in which event the Special Taxes shall become delinquent if not paid
when due pursuant to said billing.
Section 5.09. Covenant to Foreclose. Pursuant to Section 53356.1 of the Act, the
Authority hereby covenants with and for the benefit of the Owners of the Bonds that it will order,
and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to
judgment (unless such delinquency is theretofore brought current), an action in the superior
court to foreclose the lien of any Special Tax or installment thereof not paid when due as
provided in the following paragraph. The Treasurer shall notify the Authority Attorney of any
such delinquency of which it is aware, and the Authority Attorney shall commence, or cause to
be commenced, such proceedings.
On or about February 15 and June 15 of each Fiscal Year, the Treasurer shall compare
the amount of Special Taxes theretofore levied in the District~ to the amount of Special Tax
Revenues theretofore received by the Authority, and:
(A) Individual Delinquencies. If the Treasurer determines that any single parcel
subject to the Special Tax in the District is delinquent in the payment of Special Taxes in
the aggregate amount of $2,500 or more, then the Treasurer shall send or cause to be
sent a notice of delinquency (and a demand for immediate payment thereof) to the
property owner within 45 days of such determination, and (if the delinquency remains
uncured) foreclosure proceedings shall be commenced by the Authority within 90 days
of such determination. Notwithstanding the foregoing, the Treasurer may defer such
action if the amount in the Reserve Fund is at least equal to the Reserve Requirement.
(B) Aqqreqate Delinquencies. If the Treasurer determines that (i) the total
amount of delinquent Special Tax for the prior Fiscal Year for the entire District,
(including the total of delinquencies under subsection (A) above), exceeds 5% of the
total Special Tax due and payable for the prior Fiscal Year, or (ii) there are ten (10) or
fewer owners of real property within the District, determined by reference to the latest
available secured property tax roll of the County, the Treasurer shall notify or cause to
be notified property owners who are then delinquent in the payment of Special Taxes
(and demand immediate payment of the delinquency) within 45 days of such
determination, and the Authority shall commence foreclosure proceedings within 90
days of such determination against each parcel of land in the District with a Special Tax
delinquency.
The Treasurer and the Authority Attorney, as applicable, are hereby authorized to
employ counsel to conduct any such foreclosure proceedings. The fees and expenses of any
such counsel (including a charge for Authority staff time) in conducting foreclosure proceedings
shall be an Administrative Expense hereunder.
Section 5.10. Further Assurances. The Authority will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of this Agreement,
and for the better assuring and confirming unto the Owners of the rights and benefits provided
in this Agreement.
Section 5.11. Private Activity Bond Limitations. The Authority shall assure that the
proceeds of the 2003 Bonds are not so used as to cause the 2003 Bonds to satisfy the private
business tests of section 141(b) of the Code or the private loan financing test of section 141(c)
of the Code.
Section 5.12. Federal Guarantee Prohibition. The Authority shall not take any action or
permit or suffer any action to be taken if the result of the same would be to cause the 2003
Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
Section 5.13. Rebate Requirement. The Authority shall take any and all actions
necessary to assure compliance with section 148(0 of the Code, relating to the rebate of
excess investment earnings, if any, to the federal government, to the extent that such section is
applicable to the 2003 Bonds.
If necessary, the Authority may use amounts in the Reserve Fund, amounts on deposit
in the Administrative Expense Fund, and any other funds available to the District, including
amounts advanced by the Authority or the City, in its respective sole discretion, to be repaid by
the District as soon as practicable from amounts described in the preceding clauses, to satisfy
its obligations under this Section 5.13. The Treasurer shall take note of any investment of
monies hereunder in excess of the yield on the 2003 Bonds, and shall take such actions as are
necessary to ensure compliance with this Section 5.13, such as increasing the portion of the
Special Tax levy for Administration Expenses as appropriate to have funds available in the
Administrative Expense Fund to satisfy any rebate liability under this Section 5.13.
Section 5.14. No Arbitrage. The Authority shall not take, or permit or suffer to be taken
by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2003 Bonds
which, if such action had been reasonably expected to have been taken, or had been
deliberately and intentionally taken, on the date of issuance of the 2003 Bonds would have
caused the 2003 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code.
Section 5.15. Yield of the Bonds. In determining the yield of the 2003 Bonds to comply
with Section 5.13 and 5.14 hereof, the Authority will take into account redemption (including
premium, if any) in advance of maturity based on the reasonable expectations of the Authority,
as of the Closing Date, regarding prepayments of Special Taxes and use of prepayments for
redemption of the Bonds, without regard to whether or not prepayments are received or 2003
Bonds redeemed.
Section 5.16. Maintenance of Tax-Exemption. The Authority shall take all actions
necessary to assure the exclusion of interest on the 2003 Bonds from the gross income of the
Owners of the 2003 Bonds to the same extent as such interest is permitted to be excluded from
gross income under the Code as in effect on the date of issuance of the 2003 Bonds.
Section 5.17. Continuinq Disclosure to Owners. In addition to its obligations under
Section 9.07, the Authority hereby covenants and agrees that it will comply with and carry out
all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other
provision of this Agreement, failure of the Authority to comply with the Continuing Disclosure
Agreement shall not be considered a default hereunder; however, any Participating Underwriter
or any holder or Beneficial Owner (as defined in Section 2.13) of the Bonds may take such
actions as may be necessary and appropriate to compel performance by the Authority of its
obligations thereunder, including seeking mandate or specific performance by court order.
An owner of real property in the District as of the Closing Date has also executed a
continuing disclosure agreement for the benefit of the holders and beneficial owners of the
Bonds. Any Participating Underwriter or holder or beneficial owner may take such actions as
may be necessary and appropriate directly against such landowner to compel performance by it
of its obligations thereunder, including seeking mandate or specific performance by court order;
however the Authority shall have no obligation whatsoever to enforce any obligations under any
such agreement.
Section 5.18. Reduction of Special Taxes. The Authority covenants and agrees to not
consent or conduct proceedings with respect to a reduction in the maximum Special Taxes that
may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the
aggregate of the debt service due on the Bonds in such Fiscal Year, plus a reasonable estimate
of Administrative Expenses for such Fiscal Year. It is hereby acknowledged that Bondowners
are purchasing the Bonds in reliance on the foregoing covenant, and that said covenant is
necessary to assure the full and timely payment of the Bonds.
Section 5.19. Limits on Special Tax Waivers and Bond Tendem The Authority
covenants not to exercise its rights under the Act to waive delinquency and redemption
penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to
do so would materially and adversely affect the interests of the owners of the Bonds and further
covenants not to permit the tender of Bonds in payment of any Special Taxes except upon
receipt of a certificate of an Independent Financial Consultant that to accept such tender will not
result in the Authority having insufficient Special Tax revenues to pay the principal of and
interest on the Bonds remaining Outstanding following such tender.
ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF
THE AUTHORITY
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or
account created or established by this Agreement and held by the Fiscal Agent shall be
invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's
Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making
of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall
invest, to the extent reasonably practicable, any such moneys in Permitted Investments
described in clause (g) of the definition thereof in Section 1.03, which by their terms mature
prior to the date on which such moneys are required to be paid out hereunder. The Treasurer
shall make note of any investment of funds hereunder in excess of the yield on the Bonds, so
that appropriate actions can be taken to assure compliance with Section 5.13.
Moneys in any fund or account created or established by this Agreement and held by
the Treasurer shall be invested by the Treasurer in any Permitted Investment, which in any
event by their terms mature prior to the date on which such moneys are required to be paid out
hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to
be part of such fund or account, subject, however, to the requirements of this Agreement for
transfer of interest earnings and profits resulting from investment of amounts in funds and
accounts. Whenever in this Agreement any moneys are required to be transferred by the
Authority to the Fiscal Agent, such transfer may be accomplished by transferring a like amount
of Permitted Investments.
The Fiscal Agent and its affiliates or the Treasurer may act as sponsor, advisor,
depository, principal or agent in the acquisition or disposition of any investment. Neither the
Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any investments
made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality
of any investments.
Except as otherwise provided in the next sentence, all investments of amounts
deposited in any fund or account created by or pursuant to this Agreement, or otherwise
containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall
be acquired, disposed of, and valued (as of the date that valuation is required by this
Agreement or the Code) at Fair Market Value. The Fiscal Agent shall have no duty in
connection with the determination of Fair Market Value other than to follow the investment
direction of an Authorized Officer in any written direction of any Authorized Officer. Investments
in funds or accounts (or portions thereof) that are subject to a yield restriction under the
applicable provisions of the Code and (unless valuation is undertaken at least annually)
investments in the subaccounts within the Reserve Fund shall be valued at their present value
(within the meaning of section 148 of the Code). The Fiscal Agent shall not be liable for
verification of the application of such sections of the Code.
Investments in any and all funds and accounts may be commingled in a separate fund
or funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular funds or accounts of
amounts received or held by the Fiscal Agent or the Treasurer hereunder, provided that the
Fiscal Agent or the Treasurer, as applicable, shall at all times account for such investments
strictly in accordance with the funds and accounts to which they are credited and otherwise as
provided in this Agreement.
The Fiscal Agent or the Treasurer, as applicable, shall sell at Fair Market Value, or
present for redemption, any investment security whenever it shall be necessary to provide
moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or
account to which such investment security is credited and neither the Fiscal Agent nor the
Treasurer shall be liable or responsible for any loss resulting from the acquisition or disposition
of such investment security in accordance herewith.
The Authority acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the Authority the right to receive brokerage
confirmations of security transactions as they occur, the Authority specifically waives receipt of
such confirmations to the extent permitted by law. The Fiscal Agent will furnish the Authority
periodic cash transaction statements which include detail for all investment transactions made
by the Fiscal Agent hereunder.
Section 6.02. Limited Obliqation. The Authority's obligations hereunder are limited
obligations of the Authority on behalf of the District and are payable solely from and secured
solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund
(including the Special Tax Prepayments Account and the Capitalized Interest Account therein)
and the Reserve Fund created hereunder.
Section 6.03. Liability of Authority. The Authority shall not incur any responsibility in
respect of the Bonds or this Agreement other than in connection with the duties or obligations
explicitly herein or in the Bonds assigned to or imposed upon it. The Authority shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Authority shall not be bound to ascertain or inquire as to the performance
or observance of any of the terms, conditions covenants or agreements of the Fiscal Agent
herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds,
or as to the existence of a default or event of default thereunder.
In the absence of bad faith, the Authority, including the Treasurer, may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Authority and conforming to the requirements of this
Agreement. The Authority, including the Treasurer, shall not be liable for any error of judgment
made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent
facts.
No provision of this Agreement shall require the Authority to expend or risk its own
general funds or otherwise incur any financial liability (other than with respect to the Special Tax
Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it.
The Authority and the Treasurer may rely and shall be protected in acting or refraining
from acting upon any notice, resolution, request, consent, order, certificate, report, warrant,
bond or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or proper parties. The Authority may consult with counsel, who
may be the Authority Attorney, with regard to legal questions, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or suffered
by it hereunder in good faith and in accordance therewith.
The Authority shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactory established, if disputed.
Whenever in the administration of its duties under this Agreement the Authority or the
Treasurer shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of willful misconduct on the part of the
Authority, be deemed to be conclusively proved and established by a certificate of the Fiscal
Agent, an Appraiser, an Independent Financial Consultant or a Tax Consultant, and such
certificate shall be full warrant to the Authority and the Treasurer for any action taken or
suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith
thereof, but in its discretion the Authority or the Treasurer may, in lieu thereof, accept other
evidence of such matter or may require such additional evidence as to it may seem reasonable.
Section 6.04. Employment of Aqents by Authority. In order to perform its duties and
obligations hereunder, the Authority and/or the Treasurer may employ such persons or entities
as it deems necessary or advisable. The Authority shall not be liable for any of the acts or
omissions of such persons or entities employed by it in good faith hereunder, and shall be
entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations and directions of such persons or entities.
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Aqent. U.S. Bank National Association is hereby
appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes to
perform such duties, and only such duties, as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.
Any company into which the Fiscal Agent may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation to
which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under
the following paragraph of this Section, shall be the successor to such Fiscal Agent without the
execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding.
The Authority may at any time remove the Fiscal Agent initially appointed, and any
successor thereto, and may appoint a successor or successors thereto, but any such successor
shall be a bank, corporation or trust company having a combined capital (exclusive of borrowed
capital) and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or
examination by federal or state authority. If such bank, corporation or trust company publishes
a report of condition at least annually, pursuant to law or to the requirements of any supervising
or examining authority above referred to, then for the purposes of this Section 7.01, combined
capital and surplus of such bank or trust company shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
The Fiscal Agent may at any time resign by giving written notice to the Authority and by
giving to the Owners notice by mail of such resignation. Upon receiving notice of such
resignation, the Authority shall promptly appoint a successor Fiscal Agent by an instrument in
writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance
of appointment by the successor Fiscal Agent.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing
provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to
the Authority written notice or after a vacancy in the office of the Fiscal Agent shall have
occurred by reason of its inability to act, the Fiscal Agent or any Owner may apply to any court
of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after
such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.
If, by reason of the judgment of any court, or reasonable agency, the Fiscal Agent is
rendered unable to perform its duties hereunder, all such duties and all of the rights and powers
of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the Authority in
trust for the benefit of the Owners. The Authority covenants for the direct benefit of the Owners
that its Treasurer in such case shall be vested with all of the rights and powers of the Fiscal
Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the
Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. In such event, the
Treasurer may designate a successor Fiscal Agent qualified to act as Fiscal Agent hereunder.
Section 7.02. Liability of Fiscal Aqent. The recitals of facts, covenants and agreements
herein and in the Bonds contained shall be taken as statements, covenants and agreements of
the Authority, and the Fiscal Agent assumes no responsibility for the correctness of the same,
or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds,
or shall incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not
be liable in connection with the performance of its duties hereunder, except for its own
negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any
information, statement or recital in any offering memorandum or other disclosure material
prepared or distributed with respect to the issuance of the Bonds.
In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Agreement. Except as
provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in
acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in
accordance with the terms of this Agreement, upon any resolution, order, notice, request,
consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in
good faith reasonably believe to be genuine and to have been adopted or signed by the proper
person or to have been prepared and furnished pursuant to any provision of this Agreement,
and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any
statements contained or matters referred to in any such instrument.
The Fiscal Agent shall not be liable for any error of judgment made in good faith unless
it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.
The Fiscal Agent may become the owner of the Bonds with the same rights it would
have if it were not the Fiscal Agent.
The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of
Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any
amounts received, and its liability shall be limited to the proper accounting for such funds as it
shall actually receive.
In order to perform its duties and obligations hereunder, the Fiscal Agent may employ
such persons or entities as it deems necessary or advisable. The Fiscal Agent shall not be
liable for any of the acts or omissions of such persons or entities employed by it in good faith
hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the
opinions, calculations, determinations and directions of such persons or entities.
Section 7.03. Information. The Fiscal Agent shall provide to the Authority such
information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent
hereunder as the Authority shall reasonably request, including but not limited to quarterly
statements reporting funds held and transactions by the Fiscal Agent.
Section 7.04. Notice to Fiscal Aqent. The Fiscal Agent may rely and shall be protected
in acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, warrant, bond or other paper or document believed in good faith by it to be
genuine and to have been signed or presented by the proper party or proper parties. The
Fiscal Agent may consult with counsel, who may be counsel to the Authority, with regard to
legal questions, and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it hereunder in good faith and in
accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal
Agent, be deemed to be conclusively proved and established by an Officer's Certificate, and
such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under
the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in
its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as to it may seem reasonable.
Section 7.05. Compensation, Indemnification. The Authority shall pay to the Fiscal
Agent from time to time reasonable compensation for all services rendered as Fiscal Agent
under this Agreement, and also all reasonable expenses, charges, counsel fees and other
disbursements, including those of their attorneys, agents and employees, incurred in and about
the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not
have a lien therefor on any funds at any time held by it under this Agreement. The Authority
further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal
Agent, its officers, employees, directors and agents harmless against any costs, expenses,
claims or liabilities whatsoever, including without limitation fees and expenses of its attorneys,
which it may incur in the exercise and performance of its powers and duties hereunder which
are not due to its negligence or willful misconduct. The obligation of the Authority under this
Section shall survive resignation or removal of the Fiscal Agent under this Agreement and
payment of the Bonds and discharge of this Agreement, but any monetary obligation of the
Authority arising under this Section shall be limited solely to amounts on deposit in the
Administrative Expense Fund.
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations
of the Authority and of the Owners of the Bonds may be modified or amended at any time by a
Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the
written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in
Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or
reduce the interest rate thereon, or otherwise alter or impair the obligation of the Authority to
pay the principal of, and the interest and any premium on, any Bond, without the express
consent of the Owner of such Bond, or (ii) permit the creation by the Authority of any pledge or
lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the
benefit of the Owners of the Bonds (except as otherwise permitted by the Act, the laws of the
State of California or this Agreement), or (iii) reduce the percentage of Bonds required for the
amendment hereof. Any such amendment may not modify any of the rights or obligations of
the Fiscal Agent without its written consent.
This Agreement and the rights and obligations of the Authority and of the Owners may
also be modified or amended at any time by a Supplemental Agreement, without the consent of
any Owners, only to the extent permitted by law and only for any one or more of the following
purposes:
(A) to add to the .covenants and agreements of the Authority in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the Authority;
(B) to make modifications not adversely affecting any Outstanding series of
Bonds of the Authority in any material respect;
(C) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Agreement,
or in regard to questions arising under this Agreement, as the Authority or the Fiscal
Agent may deem necessary or desirable and not inconsistent with this Agreement, and
which shall not adversely affect the rights of the Owners of the Bonds;
(D) to make such additions, deletions or modifications as may be necessary or
desirable to assure exemption from gross federal income taxation of interest on the
Bonds; and
(E) in connection with the issuance of Parity Bonds under and pursuant to
Section 2.14.
Section 8.02. Owners' Meetings. The Authority may at any time call a meeting of the
Owners. In such event the Authority is authorized to fix the time and place of said meeting and
to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the
conduct of said meeting.
Section 8.03. Procedure for Amendment with Written Consent of Owners. The
Authority and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the
provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that
such amendment is permitted by Section 8.01, to take effect when and as provided in this
Section. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section provided.
Such Supplemental Agreement shall not become effective unless there shall be filed
with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in
aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as
provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section
provided. Each such consent shall be effective only if accompanied by proof of ownership of
the Bonds for which such consent is given, which proof shall be such as is permitted by Section
9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and
on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless
such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by
filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this
Section provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the Authority shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the
required percentage of Bonds and will be effective as provided in this Section (but failure to mail
copies of said notice shall not affect the validity of the Supplemental Agreement or consents
thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record,
consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be
proof of the matters therein stated until the contrary is proved. The Supplemental Agreement
shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such
notice, and the Supplemental Agreement shall be deemed conclusively binding (except as
otherwise hereinabove specifically provided in this Article) upon the Authority and the Owners of
all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final
decree of a court of competent jurisdiction setting aside such consent in a legal action or
equitable proceeding for such purpose commenced within such sixty-day period.
Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the Authority,
excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of
any vote, consent or other action or any calculation of Outstanding Bonds provided for in this
Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided
for in this Article VIII; provided, however, that the Fiscal Agent shall not be deemed to have
knowledge that any Bond is owned or held by the Authority unless the Authority is the
registered Owner or the Fiscal Agent has received written notice that any other registered
Owner is an Owner for the account of the Authority.
Section 8.05. Effect of Supplemental Aqreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall
be deemed to be modified and amended in accordance therewith, the respective rights, duties
and obligations under this Agreement of the Authority and all Owners of Bonds Outstanding
shall thereafter be determined, exercised and enforced hereunder subject in all respects to
such modifications and amendments, and all the terms and conditions of any such
Supplemental Agreement shall be deemed to be part of the terms and conditions of this
Agreement for any and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The
Authority may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form
approved by the Authority, as to such action. In that case, upon demand of the Owner of any
Bond Outstanding at such effective date and presentation of his Bond for that purpose at the
Principal Office of the Fiscal Agent or at such other office as the Authority may select and
designate for that purpose, a suitable notation shall be made on such Bond. The Authority may
determine that new Bonds, so modified as in the opinion of the Authority is necessary to
conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon
demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at
the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding,
upon surrender of such Bonds.
Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article Viii
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him, provided that due notation thereof is made on such Bonds.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Aqreement Limited to Par'ties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the Authority, the Fiscal
Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any
covenants, stipulations, promises or agreements in this Agreement contained by and on behalf
of the Authority shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 9.02. Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the Authority or the Fiscal
Agent is named or referred to, such reference shall be deemed to include the successors or
assigns thereof, and all the covenants and agreements in this Agreement contained by or on
behalf of the Authority or the Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 9.03. Dischar.qe of Aqreement. The Authority shall have the option to pay and
discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or
more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest
and any premium on, such Bonds Outstanding, as and when the same become due and
payable;
(B) by depositing with the Fiscal Agent, in trust, at or before maturity, money
which, together with the amounts then on deposit in the funds and accounts provided for
in Sections 4.04 and 4.05 is fully sufficient to pay such Bonds Outstanding, including all
principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal
Securities in such amount as the Authority shall determine as confirmed by Bond
Counsel or an independent certified public accountant will, together with the interest to
accrue thereon and moneys then on deposit in the fund and accounts provided for in
Sections 4.04 and 4.05, be fully sufficient to pay and discharge the indebtedness on
such Bonds (including all principal, interest and redemption premiums) at or before their
respective maturity dates.
If the Authority shall have taken any of the actions specified in (A), (B) or (C) above, and
if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall
have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent
shall have been made for the giving of such notice, then, at the election of the Authority, and
notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the
Special Taxes and other funds provided for in this Agreement and all other obligations of the
Authority under this Agreement with respect to such Bonds Outstanding shall cease and
terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the
foregoing, the obligation of the Authority to pay or cause to be paid to the Owners of the Bonds
not so surrendered and paid all sums due thereon, all amounts owing to the Fiscal Agent
pursuant to Section 7.05, and otherwise to assure that no action is taken or failed to be taken if
such action or failure adversely affects the exclusion of interest on the Bonds from gross
income for federal income tax purposes, shall continue in any event.
Upon compliance by the Authority with the foregoing with respect to all Bonds
Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the
Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid
over to the Authority and any Special Taxes thereafter received by the Authority shall not be
remitted to the Fiscal Agent but shall be retained by the Authority to be used for any purpose
permitted under the Act.
Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration or other instrument which this Agreement may require or permit to be
executed by Owners may be in one or more instruments of similar tenor, and shall be executed
by Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by
any Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and
the amount, maturity, number and date of holding the same shall be proved by the registry
books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
Authority or the Fiscal Agent in good faith and in accordance therewith.
Section 9.05. Waiver of Personal Liability. No director, Councilmember, officer, official,
agent or employee of the Authority, the City or the District shall be individually or personally
liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing
herein contained shall relieve any such director, Councilmember, officer, official, agent or
employee from the performance of any official duty provided by law.
Section 9.06. Notices to and Demands on Authority and Fiscal Aqent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or served
by the Fiscal Agent to or on the Authority may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by the Authority with
the Fiscal Agent) as follows:
Temecula Public Financing Authority
cio City of Temecula
43200 Business Park Drive
Temecula, CA 92590
Attn: Treasurer
Any notice or demand which by any provision of this Agreement is required or permitted
to be given or served by the Authority to or on the Fiscal Agent may be given or served by
being deposited postage prepaid in a post office letter box addressed (until another address is
filed by the Fiscal Agent with the Authority) as follows (provided that any such notice shall not
be effective until actually received by the Fiscal Agent):
U.S. Bank National Association
550 South Hope Street, Suite 500
Los Angeles, CA 90071
Attention: Corporate Trust Department
Reference: Temecula PFA/Wolf Creek
Section 9.07. State Reportin.q Requirements. The following requirements shall apply to
the Bonds, in addition to those requirements under Section 5.17:
(A) Annual Reportinq. Not later than October 30 of each calendar year,
beginning with the October 30 first succeeding the date of the Bonds, and in each
calendar year thereafter until the October 30 following the final maturity of the Bonds,
the Treasurer shall cause the following information to be supplied to CDIAC: (i) the
principal amount of the Bonds Outstanding; (ii) the balance in the Reserve Fund; (iii) the
balance, if any, in the Capitalized Interest Account; (iv) the number of parcels in the
District which are delinquent in the payment of Special Taxes, the amount of each
delinquency, the length of time delinquent and when foreclosure was commenced for
each delinquent parcel; (v) the balances in the accounts within the Improvement Fund;
and (vi) the assessed value of all parcels in the District subject to the levy of the Special
Taxes as shown in most recent equalized roll. The annual reporting shall be made
using such form or forms as may be prescribed by CDIAC.
(B) Other Reportinq. If at any time the Fiscal Agent fails to pay principal and
interest due on any scheduled payment date for the Bonds, or if funds are withdrawn
from the Reserve Fund to pay principal and interest on the Bonds, the Fiscal Agent shall
notify the Treasurer of such failure or withdrawal in writing. The Treasurer shall notify
CDIAC and the Original Purchaser of such failure or withdrawal within 10 days of such
failure or withdrawal.
(C) Special Tax Reportin.q. The Treasurer shall file a report with the Authority
no later than January 1, 2004, and at least once a year thereafter, which annual report
shall contain: (i) the amount of Special Taxes collected and expended with respect to
the District, (ii) the amount of Bond proceeds collected and expended with respect to the
District, and (iii) the status of the Project. It is acknowledged that the Special Tax Fund
and the Special Tax Prepayments Account are the accounts into which Special Taxes
collected on the District will be deposited for purposes of Section 50075.1(c) of the
California Government Code, and the funds and accounts listed in Section 4.01 are the
funds and accounts into which Bond proceeds will be deposited for purposes of Section
53410(c) of the California Government Code, and the annual report described in the
preceding sentence is intended to satisfy the requirements of Sections 50075.1(d),
50075.3(d) and 53411 of the California Government Code.
(D) Amendment. The reporting requirements of this Section 9.07 shall be
amended from time to time, without action by the Authority or the Fiscal Agent (i) with
respect to subparagraphs (A) and (B) above, to reflect any amendments to Section
53359.5(b) or Section 53359.5(c) of the Act, and (ii) with respect to subparagraph (C)
above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of the
California Government Code. Notwithstanding the foregoing, any such amendment
shall not, in itself, affect the Authority's obligations under the Continuing Disclosure
Agreement. The Authority shall notify the Fiscal Agent in writing of any such
amendments which affect the reporting obligations of the Fiscal Agent under this
Agreement.
(E) No Liability. None of the Authority and its officers, agents and employees,
the Treasurer or the Fiscal Agent shall be liable for any inadvertent error in reporting the
information required by this Section 9.07.
The Treasurer shall provide copies of any of such reports to any Bondowner upon the
written request of a Bondowner and payment by the person requesting the information of the
cost of the Authority to produce such information and pay any postage or other delivery cost to
provide the same, as determined by the Treasurer. The term "Bondowner" for purposes of this
Section 9.07 shall include any beneficial owner of the Bonds.
Section 9.08. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Agreement shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Agreement. The Authority hereby declares
that it would have adopted this Agreement and each and every other Section, paragraph,
sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto
irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or
phrases of this Agreement may be held illegal, invalid or unenforceable.
Section 9.09. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of
the principal of, and the interest and any premium on, the Bonds which remains unclaimed for
two (2) years after the date when the payments of such principal, interest and premium have
become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by
the Fiscal Agent to the Authority as its absolute property free from any trust, and the Fiscal
Agent shall thereupon be released and discharged with respect thereto and the Owners shall
look only to the Authority for the payment of the principal of, and interest and any premium on,
such Bonds.
Section 9.10. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and per[ormed
in the State of California.
Section 9.11. Conflict with Act. In the event of a conflict between any provision of this
Agreement with any provision of the Act as in effect on the Closing Date, the provision of the
Act shall prevail over the conflicting provision of this Agreement.
Section 9.12. Conclusive Evidence of Reqularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the
Act relative to their issuance and the levy of the Special Taxes.
Section 9.13. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of
any Bonds or the date any action is to be taken pursuant to this Agreement is other than a
Business Day, the payment of interest or principal (and premium, if any) or the action need not
be made on such date but may be made on the next succeeding day which is a Business Day
with the same force and effect as if made on the date required and no interest shall accrue for
the period from and after such date.
Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
IN WITNESS WHEREOF, the Authority caused this Fiscal Agent Agreement to be
executed all as of December 1, 2003.
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-03 (WOLF CREEK)
By:
Executive Director
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
20009.02:J7021
By:
Authorized Officer
NO.
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2003 SPECIAL TAX BOND
INTEREST RATE MATURITY DATE BOND DATE CUSIP
September 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
December __, 2003
DOLLARS
The Temecula Public Financing Authority (the "Authority") for and on behalf of the
Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the
"District"), for value received, hereby promises to pay solely from the Special Tax (as
hereinafter defined) to be collected in the District or amounts in the funds and accounts held
under the Agreement (as hereinafter defined), to the registered owner named above, or
registered assigns, on the maturity date set forth above, unless redeemed prior thereto as
hereinafter provided, the principal amount set forth above, and to pay interest on such principal
amount from the Bond Date set forth above, or from the most recent interest payment date to
which interest has been paid or duly provided for, semiannually on March 1 and September 1,
commencing March 1, 2004, at the interest rate set forth above, until the principal amount
hereof is paid or made available for payment. The principal of this Bond is payable to the
registered owner hereof in lawful money of the United States of America upon presentation and
surrender of this Bond at the Principal Office (as defined in the Agreement referred to below) of
U.S. Bank National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by
check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof
as of the close of business on the 15th day of the month preceding the month in which the
interest payment date occurs (the "Record Date") at such registered owner's address as it
appears on the registration books maintained by the Fiscal Agent, or (i) if the Bonds are in
book-entry-only form, or (ii) otherwise upon written request filed with the Fiscal Agent prior to
any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of
Bonds, by wire transfer in immediately available funds to the depository for the Bonds or to an
account in the United States designated by such registered owner in such written request,
respectively.
This Bond is one of a duly authorized issue of bonds approved by the qualified electors
of the District pursuant to the Mello-Roos Community Facilities Act of 1982, as amended,
Sections 53311, et seq., of the California Government Code (the "Mello-Roos Act") for the
A-1
purpose of financing certain public facilities within and in the vicinity of the District (the "Project")
and to eliminate a lien on property in the District, and is one of the first series of such bonds
designated "Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf
Creek) Special Tax Bonds, Series 2003-A" (the "Bonds") in the aggregate principal amount of
$ . The creation of the Bonds and the terms and conditions thereof are provided for
by resolution adopted by the Board of Directors of the Authority on November 18, 2003 (the
"Resolution"), and the Fiscal Agent Agreement, dated as of December 1, 2003, between the
Authority and the Fiscal Agent (the "Agreement") and this reference incorporates the Resolution
and the Agreement herein, and by acceptance hereof the owner of this Bond assents to said
terms and conditions. Pursuant to and as more particularly provided in the Resolution and in
the Agreement, additional bonds may be issued by the Authority from time to time secured by a
lien on funds held under the Agreement on a parity with the lien securing the Bonds. The
Resolution is adopted and the Agreement is entered into under and this Bond is issued under,
and all are to be construed in accordance with, the laws of the State of California.
Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and
interest on this Bond are payable solely from the annual special tax authorized under the Mello-
Roos Act to be collected within the District (the "Special Tax") and certain funds held under the
Agreement.
Interest on this Bond shall be payable from the interest payment date next preceding the
date of authentication hereof, unless (i) it is authenticated on an interest payment date, in which
event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an
interest payment date and after the close of business on the Record Date preceding such
interest payment date, in which event it shall bear interest from such interest payment date, or
(iii) it is authenticated prior to the Record Date preceding the first interest payment date, in
which event it shall bear interest from the Bond Date set forth above; provided, however, that if
at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear
interest from the interest payment date to which interest has previously been paid or made
available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the Authority, as may be permitted by law. The
Bonds do not constitute obligations of the Authority for which the Authority is obligated to levy or
pledge, or has levied or pledged, general or special taxation other than described hereinabove.
The City of Temecula has no liability or obligations whatsoever with respect to the Bonds or the
Agreement.
The Bonds maturing on or after September 1, 2013 are subject to redemption prior to
their stated maturity on any interest payment date occurring on or after September 1, 2012, as
a whole or in part among maturities as provided in the Agreement, at a redemption price
(expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth
below, together with accrued interest thereon to the date fixed for redemption:
Redemption Dates
September 1, 2012 and March 1, 2013
September 1, 2013 and any interest payment
date thereafter
Redemption Prices
102%
100
The Bonds maturing on September 1, , are subject to mandatory sinking payment
redemption in part on September 1, and on each September 1 thereafter to maturity, by
lot, at a redemption price equal to the principal amount thereof to be redeemed, together with
A-2
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
Redemption Date
(September 1 )
Sinkinq Payments
The Bonds maturing on September 1, , are subject to mandatory sinking payment
redemption in part on September 1, __ and on each September I thereafter to maturity, by
lot, at a redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
Redemption Date
(September 1 )
Sinkinq Payments
The Bonds are also subject to redemption from the proceeds of Special Tax
Prepayments and any corresponding transfers from the Reserve Fund pursuant to the
Agreement, on any Interest Payment Date, among maturities as specified in the Agreement and
by lot within a maturity, at a redemption price (expressed as a percentage at the principal
amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the
date fixed for redemption:
Redemption Dates
Any interest payment date from March 1, 2004
to and including March 1, 2013
September 1, 2013 and any interest payment
date thereafter
Redemption Prices
102%
100
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement.
This Bond shall be registered in the name of the owner hereof, as to both principal and
interest.
Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
A-3
No transfer or exchange hereof shall be valid for any purpose unless made by the
registered owner, by execution of the form of assignment endorsed hereon, and authenticated
as herein provided, and the principal hereof, interest hereon and any redemption premium shall
be payable only to the registered owner or to such owner's order. The Fiscal Agent shall
require the registered owner requesting transfer or exchange to pay any tax or other
governmental charge required to be paid with respect to such transfer or exchange. No
transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond
after such Bond has been selected for redemption, or (iii) between a Record Date and the
succeeding interest payment date. Exchanges may only be made for Bonds in authorized
denominations, as provided in the Agreement.
The Agreement and the rights and obligations of the Authority thereunder may be
modified or amended as set forth therein.
The Indenture contains provisions permitting the Authority to make provision for the
payment of the interest on, and the principal and premium, if any, of the Bonds so that such
Bonds shall no longer be deemed to be outstanding under the terms of the Indenture.
The Bonds are not general obligations of the Authority, but are limited obligations
payable solely from the revenues and funds pledged therefor under the Agreement. Neither the
faith and credit of the Authority or the State of California or any political subdivision thereof is
pledged to the payment of the Bonds.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Fiscal
Agent.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond
issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede
& Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of
this Bond have existed, happened and been performed in due time, form and manner as
required by law, and that the amount of this Bond does not exceed any debt limit prescribed by
the laws or Constitution of the State of California.
A-4
IN WITNESS WHEREOF, Temecula Public Financing Authority has caused this Bond to
be dated the Bond Date set forth above, to be signed by the facsimile signature of its Executive
Director and countersigned by the facsimile signature of its Secretary.
TEMECULA PUBLIC FINANCING
AUTHORITY
ATTEST
Executive Director
Secretary
A-5
FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and in the Agreement which has
been authenticated on
U.S. Bank National Association, as Fiscal
Agent
By:
Authorized Signatory
A-6
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within-registered Bond and hereby irrevocably constitute(s) and appoints(s)
attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution
in the premises.
Dated:
Signature Guaranteed: Signature:
Note:Signature(s) must be guaranteed by an
eligible guarantor.
Note:The signature(s) on this Assignment
must correspond with the name(s)
as written on the face of the within
Bond in every particular without
alteration or enlargement or any
change whatsoever.
A-7
~PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER ,2003
NEW ISSUE
NOT RATED
[n the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however, to certain qualifications
described herein, under existing law, the interest on the 2003 Bonds is excluded from gross income for federal income tax purposes and is not
an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted,
however, that, for the purpose of computing the alternative minimum tc~x imposed on corporations (as defined for federal income tax purposes),
such interest is taken into account in determining certain income and earnings. Bond Counsel is also of the opinion that under existing law,
the interest on the 2003 Bonds is exempt from personal income taxation imposed by the State of California. See "LEGAL Md~FERS- Tax
Exemption' herein.
$29,375,000'
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2003 SPECIAL TAX BONDS
Dated: Date of Delivery Due: September 1, as on the inside cover
The Temecula Public Financing Authoriiy Community Facilities District No. 03-03 (Wolf Creek) 2003 Special Tax Bonds (the"2003
Bonds") are being issued under the Mello-Roos Community Facilities Act of 1982 (the "Act") and a Fiscal Agent Agreement, dated as of
December 1, 2003, by and between the Temecula Public Financing Authority (the "Authority") and U.S. Bank National Association, as Fiscal
Agent (the "Fiscal Agent"), and are payable from proceeds of Special Taxes (as defined herein) levied on properS, within the Temecula Public
Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District') according to the rate and method of apportionment
of special tm,: approved by the qualified electors of the District and by the Board of Directors of the Authority, acting as the legislative body
of the District.
The 2003 Bonds are being issued (i) to finance, either directly or indirectly, the acquisition and construction of certain road, sexver,
storm drain, fire facilities and park and recreation 0nprovements (collectively, the "Improvements") within or in the vicinity of the District,
(ii) to eliminate existing special assessment liens (the "Prior Liens") on parcels in the District imposed by the County of Riverside Assessment
District No. 159R and the County of Riverside Assessment District No. 159 Supplemental, (iii) to fund interest on the 2003 Bonds through
September 1,2004, (iv) to pay certain administrative expenses of the District, (v) to pay the costs of issuing the 2003 Bonds and (vi) to establish
a Reserve Fund for the 2003 Bonds. See"ESTIMATED SOURCES AND USES OF FUNDS" and"PLAN OF FINANCE; IMPROVEMENTS
TO BE FINANCED WITH PROCEEDS OF THE 2003 BONDS" herein.
The 2003 Bonds will be issued in denominations of $5,000 or integral multiples in excess thereof. The 2003 Bonds, when delivered,
~vill be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC
will act as securities depository for the 2003 Bonds as described herein under "THE 2003 BONDS - Book-Entry and DTC?
The 2003 Bonds are subject to optional redemption, mandatory redemption from prepayments of Special Taxes and mandatory
redemption as described herein.
THE 2003 BONDS, THE INTEREST THEREON, AND ANY PREMIUMS PAYABLE ON THE REDEMPTION OF ANY
OF THE 2003 BONDS, ARE NOT AN INDEBTEDNESS OF THE AUTHORITY, THE DISTRICT (EXCEPT TO THE LIMITED
EXTENT SET FORTH IN THE FISCAL AGENT AGREEMENT), THE STATE OF CALIFORNIA (THE "STATE") OR ANY OF
ITS POLITICAL SUBDIVISIONS, AND NEITHER THE AUTHORITY, THE DISTRICT (EXCEPT TO THE LIMITED EXTENT
SET FORTH IN THE FISCAL AGENT AGREEMENT), THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE
ON THE 2003 BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE
DISTRICT (EXCEPT TO THE LIMITED EXTENT SET FORTH IN THE FISCAL AGENT AGREEMENT) OR THE STATE OR
ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2003 BONDS. OTHER THAN THE
SPECIAL TAXES LEVIED WITHIN THE DISTRICT, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE 2003 BONDS.
THE 2003 BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY OR THE DISTRICT, BUT ARE LIMITED
OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE SOURCES PROVIDED IN Tile FISCAL AGENT
AGREEMENT.
This cover page contalns certain information for quick reference only. lt is not a summary of the issue. Potential investors must
read th e entire Official Statement to obtain information essential to the making of an informed investment decision with respect to th e 2003
Bonds. Investment in the 2003 Bonds involves risks which may not be appropriate for some investors. See "BONDOWNERS' RISKS"
herein for a discussion of special risk factors that should be considered in evaluating the investment quality of the 2003 Bonds.
MATUR1TY SCHEDULE
(See Inside Cover)
Please refer to the inside cover page for a sure,nary of the principal amounts, interest rates, and reoffering yields for the 2003 Bonds.
The 2003 Bonds are ofi~:red when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Quint
& Thimmig LLP, San Francisco, California, Bond Counsel, and subject to certain other conditions. McFarlin & Anderson LLP, Lake Forest,
California is acting as Disclosure Counsel. Certain legal matters will be passed on for the Authority and the District by Richards, Watson &
Gershon, Los Angeles, California, acting as general counsel to the Authority. Certain legal matters will be passed on for S-P Murdy, LLC (as
*Preliminary, subject to change.
defined herein) by Alhadeff& Solar LLP, San Diego, California. It is anticipated that the 2003 Bonds, in book-entry form, will be available
for delivery to DTC in New York, New York on or about December [19], 2003.
Stone & Youngberg LLC
Dated: December ~ 2003
MATURITY SCHEDULE'
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CRE£K)
2003 SPECIAL TAX BONDS
$ Serial Bonds
Base CUSIP No. '
Maturity Principal Interest CUSIP M~urity
(September 1) Amount Rate Yield Suffix~ (September 1)
2005 $ % % 2015
2006 2016
2007 2017
2008 2018
2009 2019
2010 2020
2011 2021
2012 2022
2013 2023
2014
Principal Interest CUSIP
Amount Rate Yield Suffix~
$ % %
$ __% Term 2003 Bonds due September 1, 20~ Yield % CUSIP No?
$ % Term 2003 Bonds due September 1, 2034, Yield % CUSIP No.~
* Preliminary, subject to change.
CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by
Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc.
The following language to be inserted by the printer, in red, at the top of the POS front cover:
PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER ,2003
The following language to be inserted by the printer, in red, vertically along the left margin of the POS front cover:
This Preliminary Official Statement and the information contained heroin are subject to completion or amendment. Under no
circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there
be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
TEMECULA PUBLIC FINANCING AUTHORITY
BOARD OFDIRECTORS
Jeff Stone, Chairperson
Michael S. Naggar, Vice Chairperson
Jeff Comerchero, Member
Albert "Sam" Pratt, Member
Ron Roberts, Member
AUTHORITY STAFF
Shawn Nelson, Executive Director and City Manager
Genie Roberts, Authority Treasurer and City Finance Director
Susan Jones, Authority Secretary and City Clerk
SPECIAL SERVICES
Bond Counsel
Quint & Thimmig LLP
San Francisco, California
Authority Counsel
Richards, Watson & Gershon
A Professional Corporntion
Los Angeles, California
Disclosure Counsel
McFarlin & Anderson LLP
Lake Forest, California
Special Tax Consultant
Albert A. Webb Associates
Riverside, California
Financial Advisor to the Authority
Fieldman, Rolapp & Associates
Irvine, California
Fiscal AgenffDissemination Agent
U.S. Bank National Association
Los Angeles, California
Appraiser
Stephen G. White, MAI
Fullerton, California
Market Consultant
Empire Economics Corporation
Capistrano Beach, California
NO DEALER, BROKER, SALESPERSON OR ANY OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION WITH RESPECT
TO THE 2003 BONDS, OTHER THAN AS CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF
GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE AUTHORiTY, THE DISTRiCT OR THE
UNDERWRITER. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THOSE DESCRIBED ON THE COVER PAGE OR AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY OFFER, SOLICITATION
OR SALE OF THE 2003 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE. THIS OFFICIAL STATEMENT
IS NOT TO BE CONSTRUED AS A CONTRACT WITH THE PURCHASERS OF THE 2003 BONDS.
Statements contained in this Official Statement which involve time estimates, forecasts or matters
of opinion, whether or not expressly so described herein, are intended solely as such and are not to be
construed as representations of fact. The information set forth herein has been furnished by the Authority,
the District, or other sources which are believed to be reliable, but it is not guaranteed as to accuracy or
completeness. The Underwriter has provided the following sentence for inclusion in this Official Statement:
The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of,
its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of
this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
The information and expressions of opinion herein are subject to change without notice and neither the
delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the District or any other entity described herein
since the date hereofi
This Official Statement is submitted in connection with the sale of securities referred to herein and
may not be reproduced or be used, as a whole or in part, for any other purpose.
IN CONNECTION WITH THE OFFERING OF THE 2003 BONDS, THE UNDERWRITER MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE 2003 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE 2003 BONDS TO CERTAIN
DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES
LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE COVER PAGE HEREOF AND
SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE
UNDERWRITER.
THE 2003 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE 2003
BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY
STATE.
TABLE OF CONTENTS
Page
INTRODUCTION ...................................................................
General ..................................................................... 1
The Authority ................................................................
The Community Facilities District ................................................ 1
Purpose of the 2003 Bonds ...................................................... 3
Sources of Payment for the 2003 Bonds ............................................ 3
Appraisal .................................................................... 3
Tax Exemption ............................................................... 4
Risk Factors Associated with Purchasing the 2003 Bonds .............................. 4
Forward Looking Statements .................................................... 4
Professionals Involved in the Offering ............................................. 5
Other Information ............................................................. 5
CONTINUING DISCLOSURE ........................................................ 5
PLAN OF FINANCE; IMPROVEMENTS TO BE FINANCED
WITH PROCEEDS OF THE 2003 BONDS ........................................ 6
ESTIMATED SOURCES AND USES OF FUNDS ......................................... 7
THE 2003 BONDS .................................................................. 8
Description of the 2003 Bonds ................................................... 8
Debt Service Schedule ......................................................... 9
Terms of Redemption .......................................................... 9
Transfer and Exchange of Bonds ................................................ 11
Book-Entry and DTC ......................................................... 12
SECURITY FOR THE 2003 BONDS ................................................... 12
General .................................................................... 12
Special Taxes ............................................................... 12
Rate and Method ............................................................. 13
Special Taxes and the Teeter Plan ............................................... 16
Proceeds of Foreclosure Sales ................................................... 16
Special Tax Fund ............................................................ 17
Bond Fund .................................................................. 17
Investment of Moneys in Funds ................................................. 18
Rebate Requirement .......................................................... 18
Additional Bonds for Refunding Purposes Only .................................... 18
THE AUTHORITY ................................................................. 19
Authority for Issuance ......................................................... 19
THE COMMUNIT:Y FACILITIES D1STRICT ............................................ 20
Location and Description of the District ........................................... 20
Specific Plan ................................................................ 25
Environmental Conditions ..................................................... 25
Development Agreement ...................................................... 26
Other Matters ............................................................... 28
Acquisition of Improvements ................................................... 28
Property Ownership .......................................................... 28
Estimated Special Tax Allocation by Property Ownership ............................. 45
Direct and Overlapping Debt ................................................... 47
Estimated AssessedValue-to-Lien Ratios ......................................... 48
Overlapping Assessment and Community Facilities Districts .......................... 50
Other Overlapping Direct Assessments ........................................... 50
Transportation Uniform Mitigation Fee; Multi-Species Habitat Conservation Plan ......... 50
Market Absorption Study ...................................................... 51
Appraised Property Value ...................................................... 53
BONDOWNERS' RISKS ............................................................ 54
-i-
Risks of Real Estate Secured Investments Generally ................................. 54
Concentration of Ownership .................................................... 54
Failure to Develop Properties ................................................... 54
Special Taxes Are Not Personal Obligations ....................................... 55
The 2003 Bonds Are Limited Obligations of the District .............................. 55
Appraised Values ............................................................ 55
Land Development ........................................................... 55
Burden of Parity Liens, Taxes and Other Special Assessments on the Taxable Property ..... 56
Disclosure to Future Purchasers ................................................. 56
Government Approvals ........................................................ 57
Local, State and Federal Land Use Regulations ..................................... 57
Endangered and Threatened Species .............................................. 57
Hazamous Substances ......................................................... 57
Levy and Collection of the Special Tax ........................................... 58
Insufficiency of the Special Tax ................................................. 59
Exempt Properties ............................................................ 59
Depletion of Reserve Fund ..................................................... 60
Potential Delay and Limitations in Foreclosure Proceedings ........................... 60
Bankruptcy and Foreclosure Delay ............................................... 60
Payments by FDIC and Other Federal Agencies .................................... 61
Payment of Special Tax Not a Personal Obligation of the Property Owners ............... 62
Factors Affecting Parcel Values and Aggregate Value ................................ 62
No Acceleration Provisions .................................................... 63
Community Facilities District Formation .......................................... 63
Billing of Special Taxes ............................... : ....................... 63
Collection of Special Tax ...................................................... 64
Right to Vote on Taxes Act ..................................................... 64
Ballot Initiatives and Legislative Measures ........................................ 65
Limited Secondary Market ..................................................... 65
Loss of Tax Exemption ........................................................ 65
Limitations on Remedies ...................................................... 65
LEGAL MATTERS ................................................................. 65
Legal Opinion ............................................................... 65
Tax Exemption .............................................................. 66
No Litigation ................................................................ 66
No General Obligation of the Authority or the District ............................... 66
NO RATINGS ..................................................................... 66
UNDERWRITING .................................................................. 66
PROFESSIONAL FEES ............................................................. 67
MISCELLANEOUS ................................................................ 67
APPENDIX A -
APPENDIX B -
APPENDIX C -
APPENDIX D -
APPENDIX E -
APPENDIX F -
APPENDIX G -
APPENDIX H -
APPENDIX I -
General Information About the City of Temecula ......................... A-1
Temecula Public Financing Authority Community Facilities District No.
03-03 (Wolf Creek) Rate and Method of Apportionment of Special Tax ....... B-1
Summary Appraisal Report .......................................... C-1
Market Absorption Study ........................................... D-1
Summary of Certain Provisions of the Fiscal Agent Agreement ............. E-1
Form of Community Facilities District Continuing Disclosure Agreement ...... F-1
Form of Major Owner Continuing Disclosure Agreement .................. G-I
Form of Opinion of Bond Counsel .................................... H-1
Book-Entry System ................................................. l-1
-ii-
REGIONAL LOCATION MAP
[Regional Map to be provided by Stone & Youngberg LLC.]
OFFICIAL STATEMENT
$29,375,000'
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2003 SPECIAL TAX BONDS
INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and
guide to, and is qualified by, more complete and detailed information contained in the entire Official
Statement, including the cover page and appendices hereto, and the documents summarized or described
herein. A full review should be made of the entire Official Statement. The offering of the 2003 Bonds to
potential investors is made only by means of the entire Official Statement.
General
This Official Statement, including the cover page and appendices hereto is provided to furnish
information regarding the issuance and sale by the Temecula Pubhc Financing, Authority (the "Authoritv'"~
o behalfofthe Temecula Pubhc F~nanc~ng Authority Commumty Facd~.tms D~strmt No. 03-03 (WolfCreek)
(the "District" or the "Community Facilities District") of $29,375,000 aggregate principal amount of the
Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2003 Special
Tax Bonds (the "2003 Bonds").
The 2003 Bonds are issued pursuant to the Act (as defined below) and a Fiscal Agent Agreement,
dated as of December 1, 2003 (the "Fiscal Agent Agreement"), by and betwee,n, the Authori~ for and on
behalf of the D str ct, and U.S. Bank National Association, as Fiscal Agent (the Fiscal Agent ). See "THE
AUTHORITY - Authority for Issuance" herein. The Authority may issue additional bonds on a parity with
the 2003 Bonds for refunding purposes.-
Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings
given such terms in the Fiscal Agent Agreement, some of which are set forth in Exhibit E hereto "Summary
of Certain Provisions of the Fiscal Agent Agreement."
The Authority
The Authority was formed on April 10, 2001, pursuant to a Joint Exercise of Powers Agreement
between the City of Temecula, California (the "City") and the Redevelopment Agency of the City of
Temecula, in accordance with Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7,
Title 1 of the Government Code of the State of California. See "THE COMMUNITY FACILITIES
DISTRICT" and "THE AUTHORITY."
The Community Facilities District
The District was formed and established by the Board of Directors of the Authority on October 28,
2003 pursuant to the Mello-Roos Community Facilities Act of 19,~2, ~ amended (Section 53311 et seq. of
the California Government Code, and referred to herein as the Act ), following a public hearing and a
landowner election at which the qualified electors of the District by more than a two-thirds vote, authorized
the Distr ct to incur bonded indebtedness in the aggregate not-to-exceed amount of $33,000,000 and approved
the levy of a Special Tax A (the "Special Tax A") on certain real property located in the District for the
payment of de~0t service or acquisition of public improvements. The voters also approved the levy of a
Special Tax B to pay costs relating to the maintenance of a flood controI channel.
Once duly established, a community facilities district is a legally constituted governmental entity
established for the purpose of financing specific facilities and services within defined boundaries. Subject
to approval by a two-thirds vote of the qualified voters within a community facilities district and compliance
*Preliminary, subject to change.
with the provisions of the Act, a community facilities district may issue bonds and may levy and collect
special taxes to repay such bonded indebtedness and interest thereon.
The District is comprised of approximately 557 acres of primarily undeveloped contiguous la,n,d
located on the south end of the City, in the south-westerly portion of the County of Riverside (the "County ).
The District is located at the south end of Temecula along the northeast side of Pechanga Parkway (formerly
Pala Road), extending southeasterly from Loma Linda Road to Deer Hollow Way, just under a mile southerly
of Highway 79 and just over a mile easterly of the Interstate 15 Freeway. The District is a master-planned
community that is approved for up to 2,002 dwelling units (if a senior housing option in Specific Plan
Planning Area 18 is exercised), but is currently planned for approximately 1,742 units. In addition, there is
expected to be 19.6 acres of commercial development, elementary and middle school sites, an approximately
43-acre sports park, 6-acre neighborhood park, three park activity nodes along Wolf Creek Drive, paseos, a
recreation center, library and a fire station. S-P Murdy, LLC (as defined below) conveyed the 43 acre sports
park and the fire station site to the City in the summer 2003.
The property within the District is planned to be developed in two phases, which are referred to as
Phase t, located in the northeast portion of the property and Phase 2, located in the southwest portion of the
property. Grading is underway in Phase 1 and residential sites are due to be delivered to the merchant
builders in blue top or superpad condition from March through August 2004. A school site is scheduled to
be delivered by Wolf Creek Development, LLC to Temecula Valley Unified School District in June 2004.
As of October 15, 2003, there are two major landowners within the District: (i) Phase 1 (754 proposed
units) is owned by Wolf Creek Development, LLC, a Califomia limited liability company ("Wolf Creek
Development, LLC"), which is a joint venture of Standard Pacific Corporation, a Delaware corporation
("Standard Pacific"), and Alameda Property Investments, LLC, a Delaware limited liability company; and
(ii) Phase 2 (988 proposed single family residential units and the comme,,rciat property) is owned by S-P
Murdy, LLC, a California limited liability company ("S-P Murdy, LLC, and together with Wolf Creek
Development, LLC, the "Major Owners"). See "PROPERTY OWNERSHIP AND DEVELOPMENT -- The
Major Property Owners."
Within Phase t (Phases lA to IF), Wolf Creek Development, LLC has entered into contracts for the
sale of all 754 of the single family lots proposed for Phase 1. Agreements have been entered into with the
members of Wolf Creek Development, LLC - Standard Pacific (92 lots in Phase 1B and 166 lots in Phase
1 E) and Alameda Property Investment, Inc., a Delaware limited liability company (127 lots in Phase lC and
121 lots in Phase IF), and with two other merchant builders - William Lyon Homes, Inc., a Delaware
corporation ("William Lyon Homes, Inc.") (up to 125 lots in Phase IA), and Continental Residential, Inc.,
a California corporation ("Continental Residential, Inc.") (123 lots in Phase ID). Woodside Homes of
California, Inc., a California corporation ("Woodside Homes") is the developer of the Alameda Property
Investment, Inc. property.
Phase 2 (Phases 2A through 2H), is owned by S-P Murdy, LLC (as defined below) which has entered
into an option agreement with Wolf Creek Development, LLC for the sale of the approximately 988
residentiallots, including 7 custom home sites. It is expected that if the option is exercised, Standard Pacific
would develop lots in Phases 2C, 2D and 2H and Alameda Property Investment, Inc., would develop
residential lots in Phases 2A, 2B, 2E and 2F, and Wolf Creek Development, LLC would sell lots within Phase
2G to a merchant builder. The custom lots could either be sold to a merchant builder, custom builder or to
individuals. At this time, the District estimates that the Major Owners and the merchant builders will be
responsible for a significant portion of the Fiscal Year 2004-05 Phase I and Phase 2 Special Tax levy. See
"THE COMMUNITY FACILITIES DISTRICT" for a description of the District, the Major Owners, the
merchant builders and the development within Phase 1.
The various merchant builders currently anticipated to be involved in development within Phase 1
(Standard Pacific, Woodside Homes, William Lyon Homes, Inc. and Continental Residential, lnc.), together
with Standard Pacific, Woodside Homes and any other memhant builder which becomes involved in
development within Phase 2, are each individually referred to as a "Merchant Builder" and collectively
referred to as the "Merchant Builders." Detailed information about the location of and property ownership
and land uses in the District is set forth in "THE COMMUNITY FACILITIES DISTRICT" herein.
2
Purpose of the 2003 Bonds
The 2003 Bonds are being issued (i) to finance, either directly or indirectly, the acquisition and
construction of certain road, sewer, storm drain, fire facilities, and park and recreation improvements
(collectively, the "Improvements") to be located within or in the vicinity of the District, (ii) to eliminate
existing special assessment liens (the "Prior Liens") on parcels in the District imposed by the Assessment
District No. 159R (Rancho Villages) and Assessment District No. 159 Supplemental (Rancho Villages) of
the County (collectively, the "County Assessment Districts"), (iii) to fund interest on the 2003 Bonds through
September 1,2004, (iv) to pay certain administrative expenses of the District, (v) to pay the costs of issuing
the 2003 Bonds and (vi) to establish a Reserve Fund for the 2003 Bonds. See "PLAN OF FINANCE;
IMPROVEMENTS TO BE FINANCED WITH PROCEEDS OF THE 2003 BONDS" herein.
Sources of Payment for the 2003 Bonds
The Bonds are secured by and payable from a first pledge of"Special Tax Revenues," defined in the
Fiscal Agent Agreement as the proceeds of the Special Taxes received by the Authority, including any
scheduled payments thereof and any prepayments thereof, interest thereon and proceeds of the redemption
or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien
and interest thereon. "Special Tax Revenues" does not include any penalties collected in connection with
delinquent Special Taxes which amounts may be forgiven or disposed of by the Authority in its discretion,
and if collected, will be used in a manner consistent with the Act. "Special Taxes" are defined in the Fiscal
Agent Agreement as the special taxes levied within the District pursuant to the Act, the ordinance adopted
by the legislative body of the District providing for the levy of the Special Taxes and.the Fiscal Agent
Agreement. The Special Taxes are levied in accordance with the Rate and Method of Apportionment of
Special Tax (the "Rate and Method") recorded as a lien on the Property pursuant to the Notice of Special Tax
Lten.
Pursuant to the Act, the Rate and Method, the Resolution of Formation (as defined heroin) and the
Fiscal Agent Agreement, so long as any Bonds are outstanding, the Authority will annually levy the Special
Tax against the land within the District not exempt from Special Taxes under the Act and the Rate and
Method ("Taxable Property") in accordance with the proceedings for the authorization and issuance of the
Bonds and with the Rate and Method, to make provision for the collection of the Special Tax in amounts
which will be sufficient to (a)(i) pay debt service on all Bonds, if any, for the calendar year that commences
in such Fiscal Year; (ii) pay Administrative Expenses; and (iii) pay any amounts required to establish or
replenish any bond or interest reserve funds for any Outstanding Bonds; less (b) a credit for funds available
to reduce the annual Special Tax levy under the Fiscal Agent Agreement. See "SECURITY FOR THE 2003
BONDS - Special Taxes and the Teeter Plan" herein.
The Rate and Method exempts from the Special Tax up to 33 acres of Public School District Property
and up to 232 acres of Public Property and/or Property Owner Association Property of the District. See
"SECURITY FOR THE 2003 BONDS - Rate and Method" and "BONDOWNERS' RISKS - Exempt
Properties."
The Authority has also covenanted in the Fiscal Agent Agreement to cause foreclosure proceedings
to be commenced and prosecuted against certain parcels with delinquent installments of the Special Tax. For
a more detailed description of the foreclosure covenant, see "SECURITY FOR THE 2003 BONDS -
Proceeds of Foreclosure Sales."
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY,
THE DISTRICT (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN) OR THE STATE
OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2003
BONDS. OTHER THAN THE SPECIAL TAXES OF THE DISTRICT, NO TAXES ARE PLEDGED
TO THE PAYMENT OF THE 2003 BONDS. THE 2003 BONDS ARE NOT A GENERAL
OBLIGATION OF THE AUTHORITY OR THE DISTRICT, BUT ARE LIMITED OBLIGATIONS
OF THE DISTRICT PAYABLE SOLELY FROM THE SOURCES PROVIDED IN THE FISCAL
AGENT AGREEMENT.
Appraisal
An appraisal prepared by an MAI appraiser of the land and existing improvements for the
develol?ment within the District dated September 22, 2003 (the "Appraisal"), has been prepared by Stephen
G. White, MAI of Fullerton, California (the "Appraiser") in connection with issuance of the 2003 Bonds.
3
The purpose of the appraisal was to estimate the market value of the taxable property by separate ownership,
reflecting the as is condition of the land, with the entitlements and approved tract maps. The Appraisal also
reflects the proposed District financing together with the overall tax rate to future homeowners of
approximately 1.9%, including the Special Taxes and the special taxes of the proposed Temecula Valley
Unified School District Community Facilities District No. 2003-1. The subject property consists of vacant
land in two separate ownerships which is currently planned for a total of approximately 1,742 dwelling units
and two commercial sites totaling 19.6 acres. The Appraisal is based on certain assumptions. Subject to these
assumptions, the Appraiser estimated that the fee simple market value of the Taxable Property within the
District (subject to the lien of the Special Taxes) as of September 15, 2003, was as follows:
Ownership Market Value
Wolf Creek Development, LLC
S-P Murdy, LLC
$68,500,000
58,070,000
$126,570,000
The fee simple market value includes the value of extensive grading and infrastructure improvements
completed as of the date of value and the improvements to be financed by the 2003 Bonds. The market values
reported in the Appraisal result in an estimated overall value-to-lien ratio of 4.31:1 ,' calculated with respect
to the 2003 Bonds and excluding the overlapping assessment debt relating to the Prior Liens, excluding
general obligation bond debt and excluding the $25,000,000 to $30,000,000 o f future special tax bonds
proposed to be issued by Community Facilities District No. 2003-1 of the Temecula Valley Unified School
District which is in theprocess of being formed. The value-to-lien ratios of individual parcels will differ from
the foregoing aggregate value-to-lien ratio. See Table 6-"Value-to-Lien Analysis" in "THE COMMUNITY
FACILITIES DISTRICT - Value-to-Lien Ratios" section. See "BONDOWNERS' RiSKS - Burden of Parity
Liens, Taxes and Other Special Assessments on the Taxable Property" and "BONDOWNERS' RISKS -
Appraised Values" herein and APPENDIX C - "Summary Appraisal Report" appended hereto for further
information on the Appraisal and for limiting conditions relatl'n'g to the A-ppraisa-l~
Tax Exemption
Assuming compliance with certain covenants and provisions of the Internal Revenue Code of 1986,
in the opinion of Bond Counsel, interest on the 2003 Bonds will not be includable in gross income for federal
income tax purposes although it may be includable in the calculation for certain taxes. Also in the opinion
of Bond Counsel, interest on the 2003 Bonds will be exempt from State personal income taxes. See "LEGAL
MATTERS - Tax Exemption" herein.
Risk Factors Associated with Purchasing the 2003 Bonds
Investment in the 2003 Bonds involves risks that may not be appropriate for some investors. See the
section of this Official Statement entitled "BONDOWNERS' RiSKS" for a discussion of certain risk factors
which should be considered, in addition to the other matters set forth herein, in considering the investment
quality of the 2003 Bonds.
Forward Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements" within the meamng of the United States Private Securities Litigation Reform
Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A
of the United States Securities Act of 1933, as amended. Such statements am generally identifiable by the
terminology used such as a "plan," "expect," "estimate," "project," "budget" or similar words. Such forward-
looking statements include, but are not limited to certain statements contained in the information under the
caption "THE COMMUNITY FACILITIES DISTRICT - Property Ownership" therein.
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED
IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
*Preliminary, subject to change.
FORWARD-LOOKING STATEMENTS. NEITHER THE AUTHORITY NOR THE DISTRICT PLANS
TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET
FORTH IN THIS OFFICIAL STATEMENT.
Professionals Involved in the Offering
U.S. Bank National Association, Los Angeles, California, will serve as the fiscal agent, paying agent,
registrar, authentication and transfer agent, and dissemination agent for the 2003 Bonds and will perform the
functions required of it under the Fiscal Agent Agreement for the payment oftheprincipal of and interest and
any premium on the 2003 Bonds and all activities related to the redemption of the 2003 Bonds. Quint &
Thimmig LLP, San Francisco, California is serving as Bond Counsel to the Authority. McFarlin & Anderson
LLP, Lake Forest, California, is acting as Disclosure Counsel to the Authority. Alhadeff & Solar LLP,
Temecula, California, is acting as counsel to S-P Murdy, LLC.
Albert A. Wcbb Associates, Riverside, California, acted as special tax consultant to the District.
Fieldman, Rolapp and Associates, Irvine, California, acted as Financial Advisor to the Authority. The
appraisal work was done by Stephen G. White MAI of Fullcrton, California. Empire Economics
Corporat on, San Juan Capistrano, California, acted as Absorption Consultant.
Payment of the fees and expenses of Bond Counsel, Disclosure Counsel, the FiscaLqgent and the
Underwriter, and of a portion of the fees and expenses of the Financial Advisor and the Special Tax
Consultant, is contingent upon the sale and delivery of the 2003 Bonds.
Other Information
This Official Statement speaks only as of its date, and the information contained herein is subject to
change. Brief descriptions of the 2003 Bonds, certain sections of the Fiscal Agent Agreement security for
the 2003 Bonds, spec a r sk factors, the Authority, the District, the Major Owners, the Merchant Builders,
information regarding the development plan for the property owned by the Major Owners and other
information are included in this Official Statement. Such descriptions and information do not purport to be
comprehensive or definitive. The descriptions herein of the 2003 Bonds, the Fiscal Agent Agreement, and
other resolutions and documents are qualified in their entirety by reference to the complete texts of the 2003
Bonds, the Fiscal Agent Agreement, such resolutions and other documents. All such descriptions are further
qualified in their entirety by reference to laws and to principles of equity relating to or affecting generally the
enforcement of creditors' rights. Copies of such documents may be obtained upon written request from the
Temecula Public Financing Authority, 43200 Business Park Drive, Temecula, California 92590 Attention:
Treasurer. The Authority may charge for copying and mailing any documents requested.
CONTINUING DISCLOSURE
The Authority. The Authority has covenanted for the benefit of the owners of the 2003 Bonds to
provide annually certain financial information and operating data relating to the 2003 Bonds the District
ownership and development of the property in the District which is subject to the Special Tax, the occurrence
of delinquencies in payment of the SpecialTax, and the status of foreclosure proceedings, if any, respecting
Special Tax delinquencies (the"Authority Annual Report"), and to provide notice of the occurrence of certain
enumerated events, if material. Such information is to be provided by the Authority not later than eight
months after the end of the Authority's fiscal year (which currently would be March 1), commencing with
the reports for the 2003-04 fiscal year. The Authority has recent undertakings with regard to Securities and
Exchange Commission Rule 15c2-12(b)(5) relating to a different issue of securities but the first annual reports
are not required to be filed until March 1,2005. The Authority, the City and related entities have never failed
to comply in all material respects with any previous undertakings with regard to said Rule to provide annual
reports or notices of material events.
The Major Owners. The Major Owners have covenanted for the benefit of the owners of the 2003
Bonds to provide semi-annually certain financial information and information regarding the development of
the property owned by them or their Affiliates (as defined below), in the District (each a "Major Owners
Semi-Annual Report"), and to provide notice of the occurrence of certain enumerated events, if material.
Such information is to be provided not later April 1 and October 1, commencing with the report due not later
than April 1, 2004.
5
Filing of District Annual Re. ports; Major Owners Semi-Annual Reports; Form of Reports. Each
Annual Report will be filed by the Fiscal Agent, as dissemination agent, with each Nationally Recognized
Municipal Securities Information Repository and with each State Repository, if any. These covenants have
been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule
15c2-12(b)(5); provided, however, a default under either Major Owners Continuing Disclosure Agreement
will not, in itself, constitute a default under the Fiscal Agent Agreement, and the sole remedy under each
Major Owners Continuing Disclosure Agreement in the event of any failure of either Major Owners or the
Dissemination Agent to comply with each Maj or Owners Continuing Disclosure Agreement will be an action
to compel performance. The Major Owners' continuing disclosure obligations will terminate upon the
occurrence of certain events, including when their and their Affiliates' property is subject to less than 15%
of the Special Tax levy of the District for the then current Fiscal Year. For a complete listing of items of
information which will be provided in the Authority Annual Reports and the Major Owners' Semi-Annual
Reports, see APPENDIX G - "Form of Major Owners Continuing Disclosure Agreement."
PLAN OF FINANCE; IMPROVEMENTS TO BE FINANCED
WITH PROCEEDS OF THE 2003 BONDS
Acquisition or Construction of Improvements; Payment of Prior Liens. Proceeds of the 2003 Bonds
in the amount of $ will be applied to acquire or construct the Improvements to be constructed
within or in the vi~istrict. In addition, proceeds in the amount orS will be applied
to prepay the Prior Liens. For a list of the Improvements, see "THE COMMUNITY FACILITIES
DISTRICT - Acquisition of Improvements."
The balance of the proceeds of the 2003 Bonds will be used (i) to fund interest on the 2003 Bonds
through September 1, 2004, (ii) to pay certain administrative expenses of the District, (iii) to pay the costs
of issuing the 2003 Bonds and (iv) to establish a Reserve Fund for the 2003 Bonds.
The Authority has entered into a Joint Community Facilities Agreement between the Authority and
the City whereby the City agrees to accept dedication of certain facilities financed by the District. The
Authority has entered into a Joint Community Facilities Agreement between the Authority and the Temecula
Community Services District (the "Community Services District") whereby the Community Services District
agrees to own and operate the Improvements financed by the District. The Authority has entered into an
Acquisition Agreement between the Authority and Wolf Creek Development, LLC providing for the
acquisition by the Authority from Wolf Creek Development, LLC of certain public facilities. The Authority
has entered into a Joint Community Facilities Agreement among the Authority, Eastern Municipal Water
District ("EMWD") and Wolf Creek Development, LLC pursuant to which EMWD will accept certain
completed sewer facilities financed by the District and will apply 2003 Bond proceeds to the construction of
other facilities. EMWD provides sewer service and Rancho California Water District provides water service
to the District. The Authority has entered into a Joint Community Facilities Agreement among the City, the
Authority, the Riverside County Flood Control and Water Conservation District and Wolf Creek
Development, LLC, pursuant to which the Riverside County Flood Control and Water Conservation District
will accept certain completed storm drain facilities financed by the District and will apply 2003 Bond
proceeds to the construction of other facilities.
The County, on behalf of itself and the County Assessment Districts, the City, the Riverside County
Flood Control and Water Conservation District, Temecula Valley Unified School District, S-P Murdy, LLC,
Centex, a Nevada general partnership, and Redhawk Communities, Inc., a California corporation, have
entered into an agreement entitled "Agreement for Installation and Funding of Drainage Improvements and
Roads," dated as of January 9, 2003 (the "Facilities Agreement"), by the terms of which the County, through
the County Assessment Districts, agreed to use its best efforts to sell limited obligation improveme,n,t bonds
to finance, in part, the construction of the Wolf Valley Creek Channel (the "Flood ControlChannel '). The
financing was completed in 2003 and this portion of the funds is available towards the Flood Control Channel
construction costs. In addition, pursuant to the Facilities Agreement, $250,000 from the proceeds of the 2003
Bonds will be deposited with the City in an endowment fund that will be responsible for the routine
maintenance of the portion of the Flood Control Channel that was to be grass lined. Wolf Creek
Development, LLC is the assignee of S-P Murdy, LLC to the Facilities Agreement.
6
ESTIMATED SOURCES AND USES OF FUNDS
The proceeds from the sale of the 2003 Bonds will be deposited into the respective accounts and
funds established by the Authority under the Fiscal Agent Agreement, as follows:
Sources:
Principal Amount of 2003 Bonds $
Less: Net Original Issue Discount
Less: Underwriter's Discount
Total Sources $
Deposit into Improvement Fundm
Deposit to Refunding Fund for [payment of Prior Liens]12)
Deposit into Reserve Fund
Deposit into Capitalized Interest Subaccount of the Bond Fund13~
Deposit into Administrative Expense Fund
Deposit into Cost of Issuance Fund®
Total Uses $
See"PLAN OF FINANCE; IMPROVEMENTS TO BE FINANCED WITH PROCEEDS OFTHE 2003 BONDS" above.
Used to prepay Prior Liens on parcels in the District imposed by the County of Riverside Assessment District No. 159R
and the County of Riverside Assessment District No. 159 Supplemental.
Represents gross funded capitalized interest through September 1 2004.
Includes, among other things, the fees and expenses of Bond Counsel, Disclosure Counsel, the financia adv sor, the
Special Tax Consultant and the Fiscal Agent, the cost of printing the Preliminary and final Official Statements and
reimbursement to the District and the Major Owners for costs advanced towards the issuance of Bonds and the formation
of the District.
THE 2003 BONDS
Description of the 2003 Bonds
The 2003 Bonds will be dated their date of delivery and will bear interest at the rates per annum set
forth on the cover page hereof, payable semiannually on each March 1 and September 1, commencing on
March 1, 2004 (each, an "Interest Payment Date"), and will mature in the amounts and on the dates set forth
on the inside cover page hereof. The 2003 Bonds will be issued in fully registered form in denominations
of $5,000 each or any integral multiple thereof and when delivered, will be registered in the name of Cede
& Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as
securities depository for the 2003 Bonds. Ownership interests in the 2003 Bonds may be purchased in book-
entry form only, in denominations of $5,000 or any integral multiple thereof within a single maturity. So long
as the 2003 Bonds are held in book-entry form, principal of, premium, if any, and interest on the 2003 Bonds
will be paid directly to DTC for distrib,~tion to the beneficial owners of the 2003 Bo,n, ds in accordance with
the procedures adopted by DTC. See THE 2003 BONDS - Book-Entry and DTC.
The 2003 Bonds will bear interest at the rates set forth on the cover hereof payable on the Interest
Payment Dates in each year. Interest will be calculated on the basis of a 360-day year comprised of twelve
30-day months. Each 2003 Bond shall bear interest from the March I or September I (each an "Interest
Payment Date") next preceding the date of anthentication thereof unless (i) it is authenticated on an Interest
Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated
prior to an Interest Payment Date and after the close of business on the Record Date (as defined below)
preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date,
or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event
it shall bear interest from the Bond Date; provided, however, that if at the time of authentication of a Bond,
interest is in default thereon, such Bond shall bear interest from the lnterest Payment Date to which interest
has previously been paid or made available for payment thereon.
The principal of, and interest and premium, if any, payable on the 2003 Bonds shall be payable when
due, by wire transfer of the Fiscal Agent, to The Depository Trust Company, New York, New York ("DTC"),
which will in turn remit such principal, interest and premium, if any, to its Participants (as described in
APPENDIX I - "Book-Entry System"), which Participants will in turn remit such principal interest and
premium, if any, to the Beneficial Owners (as defined in APPENDIX I - "Book-Entry System") of the 2003
Bonds as described below under APPENDIX I - "Book-Entry System."
In the event that the 2003 Bonds are not registered in the name of Cede & Co., as nominee of DTC
or another eligible depository as described below, both the principal and redemption price, including any
premium, of the 2003 Bonds shall be payable by check in lawful money of the United States of America upon
presentation of the 2003 Bonds at the principal office of the Fiscal Agent as specified in the Fiscal Agent
Agreement; and interest on the 2003 Bonds (including the final interest payment upon maturity or earlier
redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail
to the registered owner thereof at such registered owner's address as it appears on the registration books
maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment
Date, or by wire transfer to an account within the United States made on such Interest Payment Date upon
written instructions of any Bondowner of $1,000,000 or more in aggregate principal amount of 2003 Bonds
received before the applicable Record Date, which instructions shall continue in effect until revoked in
writing, or until such 2003 Bonds are transferred to a new Bondowner.
The 2003 Bonds are issuable only as fully registered Bonds without coupons in denominations of
$5,000 or any integral multiple of $5,000 in excess thereof.
The registered owner of any 2003 Bond will be the person or persons in whose name or names a 2003
Bond is registered on the registration books kept for that purpose by the Fiscal Agent in accordance with the
terms of the Fiscal Agent Agreement. The "Record Date" with respect to any 2003 Bonds, means the
fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not
such day is a Business Day.
So long as the 2003 Bonds are in book-entry only form, all references in this Official Statement to the
owners or holders of the 2003 Bonds means DTC and not the Beneficial Owners.
Debt Service Schedule'
The following table presents the annual debt service on the 2003 Bonds (including sinking fund
redemptions), assuming that there are no optional redemptions or mandatory redemptions from prepayments
of special taxes.
Year Ending Total
September 1 Principal Interest Debt Service
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
$ $ $
$ $ $
Terms of Redemption
The 2003 Bonds are subject to redemption upon the circumstances, on the dates and at the prices
set forth as follows.
Optional Redemption.' The 2003 Bonds maturing on or after September I 2013 are subject to
optional redemption prior to their stated maturity on any Interest Payment Date on or after September 1,
2012, as a whole, or in part among maturities so as to maintain substantially level debt service on the Bonds
and by lot within a maturity, at a redemption price (expressed as a percentage of the principal amount of the
*Preliminary, subject to change.
2003 Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for
redemption:
Redemption Date
Redemption Price
September 1, 2012 through March 1, 2013
September I, 2013 and any Interest Payment
Date thereafter
102%
100
Mandatory Sinking Payment Redemption. The 2003 Bonds maturing on September 1, 20 , are
subject to mandatory sinking payment redemption in part on September 1, 20 , and on each Septem~oer 1
thereafter to maturity, by lot, at a redemption price equal to the principal am~nt thereof to be redeemed,
together with accrued interest to the date fixed for redemption, without premium, from sinking payments
as follows:
Redemption Date
Sinking Payments
20
20__ (maturity)
The 2003 Bonds maturing on September 1, 2034, are subject to mandatory sinking payment
redemption in part on September 1, 20~ and on each September I thereafter to maturity, by lot, at a
redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the
date fixed for redemption, without premium, from sinking payments as follows:
Sinking Fund
Redemption Date
Sinking Payments
2O $
2034 (maturity)
The amounts in the foregoing tables shall be reduced to the extent practicable so as to maintain level
debt service on the 2003 Bonds as a result of any prior partial redemption of the 2003 Bonds pursuant to an
optional redemption or mandatory redemption from prepaid Special Taxes as specified in writing by the
Treasurer to the Fiscal Agent.
Redemption from Special Tax Prepayments.* Special Tax Prepayments and any corresponding
transfers from the Reserve Fund shall be used to redeem the 2003 Bonds on the next Interest Payment Date
for which notice of redemption can timely be given, by lot and allocated among maturities of the 2003 Bonds
so as to maintain substantially level debt service on the Bonds, at a redemption price (expressed as a
percentage at the principal amount of the 2003 Bonds to be redeemed), as set forth below, together with
accrued interest to the date fixed for redemption:
*Preliminary, subject to change.
10
Redemption Date Redemption Price
Any Interest Payment Date from March 1, 2004 102%
to and including March I, 2013
September 1, 2013 and any lnterest Payment 100
Date thereafter
Purchase In Lieu of Redemption. In lieu of any redemption, moneys in the Bond Fund may be used
and withdrawn by the Fiscal Agent for purchase of Outstanding 2003 Bonds, upon the filing with the Fiscal
Agent of an officer's certificate requesting such purchase, at public or private sale as and when, and at such
prices (including brokerage and other charges) as such officer's certificate may provide, but in no event may
Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of
purchase and any premium which would otherwise be due if such 2003 Bonds were to be redeemed in
accordance with the Fiscal Agent Agreement
Notice of Redemption. The Fiscal Agent shall cause notice of any redemption to be mailed by first
class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed
for redemption, to the Underwriter, to the Securities Depositories, to one or more Information Services, and
to the respective registered Bondowners of any 2003 Bonds designated for redemption, at their addresses
appearing on the Bond registration books in the principal office of the Fiscal Agent; but such mailing shall
not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any
defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.
Such notice shall state the redemption date and the redemption price and, if less than all of the then
Outstanding 2003 Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond
numbers of the 2003 Bonds to be redeemed by giving the individual CUSIP number and Bond number of
each 2003 Bond to be redeemed or shall state that all 2003 Bonds between two stated Bond numbers, both
inclusive, are to be redeemed or that all of the 2003 Bonds of one or more maturities have been called for
redemption, shall state as to any 2003 Bond called in part the principal amount thereof to be redeemed, and
shall require that such 2003 Bonds be then surrendered at the principal office of the Fiscal Agent for
redemption at the said redemption price, and shall state that further interest on such 2003 Bonds will not
accrue from and after the redemption date.
PartialRedemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption
of less than all of the Bonds or any given portion thereof, the Fiscal Agent shall select the Bonds to be
redeemed, from all Bonds or such given portion thereof not previously called for redemption, among
maturities as directed in writing by the Treasurer (who shall specify Bonds to be redeemed so as to maintain,
as much as practicable, the same debt service profile for the Bonds as in effect prior to such redemption,
unless otherwise specified herein), and by lot within a maturity in any manner which the Fiscal Agent deems
appropriate.
Upon surrender of Bonds redeemed in part only, the Authority shall execute and the Fiscal Agent
shall authenticate and deliver to the registered Bondowner, at the expense of the Authority, a new Bond or
Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal
to the unredeemed portion of the Bond or Bonds.
Effect of Redemption. From and after the date fixed for redemption, if funds available for the
~ayment of the principal of, and interest and any premium on, the 2003 Bonds so called for redemption shall
ave been deposited in the Bond Fund, such 2003 Bonds so called shall cease to be entitled to any benefit
under the Fiscal Agent Agreement other than the right to receive p~ayment of the redemption price, and no
interest shall accrue thereon on or after the redemption date specified in such notice.
Transfer and Exchange of Bonds
Any 2003 Bond may, in accordance with the terms of the Fiscal Agent Agreement, be transferred
upon the books of the Fiscal Agent required to be kept pursuant to the Fiscal Agent Agreement by theperson
in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2003
Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to
the Fiscal Agent. 2003 Bonds may be exchanged at the principal office of the Fiscal Agent for a like
aggregate principal amount of 2003 Bonds of authorized denominations and of the same series and maturity.
11
The Fiscal Agent shall collect from the Bondowner requesting such exchange any tax or other governmental
charge required to be paid with respect to such transfer or exchange.
No transfer or exchange shall be required to be made of any 2003 Bonds (i) fifteen days prior to the
date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after
such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest
Payment Date.
Book-Entry and DTC
The Depository Trust Company ("DTC"), New York, New York, will act as securities depository
for the 2003 Bonds. The 2003 Bonds will be issued as fully registered securities registered in the name of
Cede & Co. (DTC's partnership nominee) or such other nan~e as may be requested by an authorized
representative of DTC. One fully registered 2003 Bond certificate will be issued for each maturity of the
2003 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. All
references in this Official Statement to the Bondowners or an owner of 2003 Bonds shall mean DTC or its
designee and not the beneficial owners of the 2003 Bonds. See APPENDIX 1 - "Book-Entry System."
SECURITY FOR THE 2003 BONDS
General
The Bonds are secured by a pledge of all of the Special Tax Revenues and', all moneys deposited
in the Bond Fund, the Reserve Fund and, until disbursed as provided in the Fiscal Agent Agreement, in the
Special Tax Fund. Pursuant to the Act and the Fiscal Agent Agreement, the Authority will annually levy
in each Fiscal Year the Special Taxes in an amount required for the payment of principal of and interest on
any outstanding Bonds becoming due and payable during the calendar year commencing in each Fiscal Year,
including any necessary replenishment of Reserve Fund for the Bonds and an amount estimated to be
sufficient to pay the Administrative Expenses during such year. The Special Tax Revenues and all deposits
into said funds (until disbursed as provided in the Fiscal Agent Agreement) are pledged to the payment of
the principal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and
in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities (as defined
in the Fiscal Agent Agreement) have been set aside irrevocably for that purpose.
Amounts in the Administrative Expense Fund, the Cost of Issuance Fund, the Refunding Fund and
the Improvement Fund are not pledged to the repayment of the 2003 Bonds. The Improvements constructed
or acquired with the proceeds of the 2003 Bonds are not in any way pledged to pay the debt service on the
2003 Bonds. Any proceeds of condemnation or destruction of any facilities financed with the proceeds of
the 2003 Bonds are not pledged to pay the debt service on the 2003 Bonds and are free and clear of any lien
or obligation imposed under the Fiscal Agent Agreement.
Special Taxes
The Authority has covenanted in the Fiscal Agent Agreement to comply with all requirements of
the Act so as to assure the timely collection of Special Taxes, including without limitation, the enforcement
of delinquent Special Taxes. The Fiscal Agent Agreement provides that the Special Taxes are payable and
will be collected in the same manner and at the same time and in the same installment as the general taxes
on real property, and will have the same priority, become delinquent at the same times and in the same
proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the
general taxes on real property; provided, the Authority may provide for direct collection at other times of
the Special Taxes in certain circumstances.
Because the Special Tax levy is limited to the maximum Special Tax rates set forth in the Rate
and Method, no assurance can be given that, in the event of Special Tax delinquencies, the receipts
of Special Taxes will, in fact, be collected in sufficient amounts in any given year to pay debt service
on the 2003 Bonds. Special Tax B is not pledged to payment of the Bonds.
Although the Special Tax, when levied, will constitute a lien on parcels subject to taxation within
the District, it does not constitute a personal indebtedness of the owners of property within the District.
There is no assurance that the owners of real property in the District will be financially able to pay the
12
annual Special Tax or that they will pay such tax even if financially able to do so. See "BONDOWNERS'
R1SKS" herein.
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE
AUTHORITY, THE DISTRICT (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN)
OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE
PAYMENT OF THE 2003 BONDS. OTHER THAN THE SPECIAL TAXES OF THE DISTRICT,
NO TAXES ARE PLEDGED TO THE PAYMENT OF THE 2003 BONDS. THE 2003 BONDS ARE
NOT A GENERAL OBLIGATION OF THE AUTHORITY OR THE DISTRICT, BUT ARE
LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM SOURCES
PROVIDED IN THE FISCAL AGENT AGREEMENT.
Rate and Method
General. The Special Tax is levied and collected according to the Rate and Method set forth in
APPEND1X B - "Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf
Creek) Rate and Method of Apportionment of Special Tax." The qualified electors of the District approved
the Rate and Method on October 28, 2003. Capitalized terms used in the following paragraphs but not
defined herein have the meanings given them in the Rate and Method.
The Rate and Method provides the means by which the Board of Directors of the Authority may
annually levy the Special Taxes within the District up to the Maximum Special Tax. The Rate and Method
provides that the Annual Special Tax A may.not be levied after Fiscal Year 2053-54.
Special Tax A Requirement; Special Tax B Requirement. Annually, at the time of levying the
Special Tax for facilities with respect to the District, the Authority will determine the amount of money to
be collected from Taxable Property in the District (the "Special Tax A Requirement"), which will be the
amount required in any Fiscal Year to pay the following:
(i)
annual debt service on all outstanding Bonds due in the calendar year which commences
in such Fiscal Year;
(ii)
periodic cost on the Bonds, including, but not limited to, credit enhancement and rebate
payments on the Bonds;
(iii) Administrative Expenses;
(iv) an mnount equal to any anticipated shortfall due to Special Tax delinquency in the prior
Fiscal Year; and
(v)
any amount required to establish or replenish any reserve funds for the outstanding Bonds;
[ess
(vi)
a credit for funds available to reduce the annual Special Tax levy as determined pursuant
to the Fiscal Agent Agreement.
In addition, annually at the time of levying the Special Tax for services with respect to the District,
the Authority will determine the amount of money to be collected from Taxable Property in the District,
which will be the amount required in any Fiscal Year to pay the estimated costs of providing services,
including the salaries of City staff related to and proportionate share of City overhead costs, for the
maintenance of the Flood Control Channel in an amount not to exceed $100,000 for Fiscal Year 2004-05,
increasing by 2% each Fiscal Year thereafter ("the Special Tax B Requirement").
Developed and Undeveloped Property; Exempt Property. The Rate and Method declares that for
each Fiscal Year, all Parcels of Taxable Property within the District shall be classified as either Developed
Property, Approved Property, Undeveloped Property, Public Property and/or Property Owner's Association
Property that is not Exempt Property and shall be subject to the levy of Special Taxes in accordance with
the Rate and Method.
(i)
"Taxable Property" means alt Parcels in the District which have not prepaid pursuant to the
Rate and Method, or are not exempt from the Special Tax pursuant to law or the Rate and
Method.
13
(ii)
(iii)
"Developed Property" means all Parcels of Taxable Property, not categorized as Approved
Property, Undeveloped Property, Public Property and/or Property Owner's Association
Property that are not Exempt Property pursuant to the provisions of the Rate and Method,
(i) that are included in a Final Map that was recordedprior to the January Ist preceding the
Fiscal Year in which the Special Tax is being leviedand (ii) a building permit for new
construction has been issued prior to April Ist preceding the Fiscal Year in which the
Special Tax is being levied.
"Approved Property" means for the any Fiscal Year all Parcels of Taxable Property: (i) that
are included in a Final Map that was recorded prior to the January 1 st preceding the Fiscal
Year in which the Special Tax is being levied, and (ii) for which a building permit was not
issued prior to the April 1st preceding the Fiscal Year in which the Special Tax is being
levied.
(iv)
"Public Properly"~t means any property w~thln' ' the boundary of the District which, as of
January 1 ofthe preceding Fiscal Year for which the Special Tax is being levied is used
for rights-of-way or any other purpose and is owned by, dedicated to, or irrevocably offered
for dedication to the federal government, the State of California, the County, City or any
other local jurisdiction, provided, however, that any property leased by a public agency to
a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and
classified according to its use.
(v)
"Public School District Property" means 33 acres that are acquired or known to the District
Administrator to be acquired by Temecula Valley Unified School District located within
the Wolf Creek Specific Plan No. 12 approved on January 23, 2001, or as subsequently
modified, supplemented or amended.
(vi)
"Undeveloped Property" means all Taxable Property not classified as Developed Property,
Approved Property, Public Property and/or Property Owner's Association Property that is
not Exempt Property (as defined in the Rate and Method).
(vii) "Exemptions" is defined to include the following:
The Rate and Method provides that no Special Tax shall be levied on up to 33 acres of
Public School District Property and up to 232 acres of Public Property and/or Property Owner's
Association Property within the District. The District Administrator will assign tax-exempt statu, s
in the chronological order in which property becomes Public Property and/or Property Owner s
Association Property. Public Property includes property used for rights-of-way or any other
purpose and owned by, dedicated to, or irrevocably offered for dedication to the federal government,
the State, the County, the City or any other local jurisdiction. After the limit of 232 acres within the
District has been roached, the Maximum Special Tax obligation for any additional Public Property
and/or Property Owner's Association Property shall be prepaid in full pursuant to the Rate and
Method, prior to the transfer of dedication of such property. Until the Maximum Special Tax
obligation is prepaid as provided in the preceding sentence, the Public Property and/or Property
Owner's Association Property within the District shall be subject to the levy of the Special Tax as
provided for in the Rate and Method.
Maximum Special Tax. The Maximum Special Tax is defined in the Rate and Method as follows:
Approved Property. The Maximum Special Tax A for each Parcel of Approved Property shall be
$9,374 per acre. The Maximum Special Tax B for each Parcel of Approved Property shall be $385 per acre
and shall increase by 2.00% each year following Fiscal Year 2004-2005. The Maximum Special Tax for
each Parcel categorized as Approved Property shall be the Maximum Special Tax A plus the Maximum
Special Tax B.
Developed Property. The Maximum Special Tax A for each Parcel of Residential Property that is
categorized as Developed Property shall be the greater of(i) the applicable Assigned Special Tax described
in the Rate and Method, or (ii) the amount derived by application of the Backup Special Tax A. The
Maximum Special Tax for each Parcel of Non-Residential Property or Multi family Residential Property shall
be the Assigned Special Tax described in the Rate and Method.
14
The Assigned Special Tax for each Parcel of Developed Property, except Multiple Land Use
Property, ranges from $987 to $2 294 per single- family,~e sidential unit and $9,374 per acre for a multifamily
residential unit in the District. See APPENDIX B - Temecula Public Financing Author ty Community
...... I 1"
Facfl~ties District No. 03-03 (Wolf Creek) Rate and Method of Apportionment of Special Tax - Tab e
herein for a listing of the Assigned Annual Special Tax rates for various sizes of units in the District.
Backup Special Tax. The Backup Special Tax shall be $9,374 per acre for Parcels of Developed
Property that are included in a Final Map.
Method of Apportionment. The Rate and Method provides that commencing Fiscal Year 2004- 05
and for each following Fiscal Year the Authority shall levy the Special Tax on all Taxable Property until
the amount of Special Taxes equals the Special Tax Requirement in accordance with the fo ow ng steps:
First: The Special Tax A shall be levied Proportionately on each Parcel of Developed
Property at up to 100% of the applicable Assigned S. pecial Tax rate in Table 1 of the Rate and
Method as needed to satisfy the Special Tax A Requirement. The Special Tax B shall be levied
Proportionately on each Parcel of Developed Property at up to 100% of the Maximum Special Tax
B as needed to satisfy the Special Tax B Requirement;
Second: If additional moneys are needed to satisfy the Special Tax A Requirement after
the first step has been completed, the Special Tax A shall be levied Proportionately on each Parcel
of Approved Property at up to 100% of the Maximum Special Tax A for Approved Property. If
additional moneys are needed to satisfy the Special Tax B Requirement after the first stephas been
completed, the Special Tax B shall be levied Proportionately on each Parcel of Approved Property
at up to 100% of the Maximum Special Tax B for Approved Property;
Third: If additional moneys are needed to satisfy the Special Tax A Requirement after the
first two steps have been completed, the Special Tax A shall be levied Proportionately on each
Parcel of Undeveloped Property at up to 100% of the Maximum Special Tax A for Undeveloped
Property. If additional moneys are needed to satisfy the Special Tax B Requirement after the first
two steps have been completed, the Special Tax B shall be levied Proportionately on each Parcel
of Undeveloped Property at up to 100% of the Maximum Special Tax B for Undeveloped Property;
Fourth: If additional moneys are needed to satisfy the Special Tax A Requirement after the
first three steps have been completed, the Special Tax A to be levied on each Parcel of Developed
Property whose Maximum Special Tax A is derived through the application of the Backup Special
Tax shall be increased in equal percentages from the Assigned Special Tax up to the Mammum
Special Tax A for each such Parcel; and
Fifth: If additional moneys are needed to satisfy the Special Tax A Requirement after the
first four steps have been completed, then the Special Tax A shall be levied Proportionately on each
Parcel of Public Property and/or Property Owner's Association Property that is not Exempt Property
pursuant to the provisions of the Rate and Method at up to 100% of the Maximum Special Tax A.
Notwithstanding the above, under no circumstances will the Special Taxes levied against any Parcel
of Residential Property be increased by more than ten percent (10%) per Fiscal Year as a consequence of
delinquency or default by the owner of any other Parcel within the District.
Prepayment in Full Special TaxA. The Maximum Special Tax A obligation may only be prepaid
and permanently satisfied for a Parcel of Developed Property, Approved Property for which a building
permit has been issued, or Public Property and/or Property Owner's Association Property that is not Exempt
Property pursuant to the Rate and Method, except that a Special Tax B may be levied on such Parcel after
the prepayment has occurred. The Maximum Special Tax A obligation applicable to such Parcel may be
fully prepaid and the obligation of the Parcel to pay the Special Tax A permanently satisfied as described
in the Rate and Method, provided that a prepayment may be made only if there are no delinquent Special
Taxes with respect to the Parcel at the time of prepayment. The Prepayment Amount for an applicable
Parcel after the issuance of 2003 Bonds is calculatedbased on Bond Redemption Amounts and other costs,
all as specified in APPENDIX B -"Temecula Public Financing Authority Community Facilities District No.
03-03 (Wolf Creek) Rate and Method of Apportionment of Special Tax,2 Section H" herein. Any such
prepayment will result in a redemption of Bonds prior to maturity. See THE 2003 BONDS - Terms of
Redemption."
15
Prepayment in Part Special Tax A. The Maximum Special Tax A on a Parcel of Developed
Property or a Parcel of Approved Property for which a building permit has been issued may be partially
prepaid in increments of $5,000. The amount of the prepayment shall be calculated pursuant to the Rate and
Method.
Special Taxes and the Teeter Plan
The County has adopted a Teeter Plan as provided for in Section 4701 et seq. of the California
Revenue and Taxation Code, under which atax distribution procedure is implemented and secured roll taxes
are distributed to taxing agencies within the County on the basis of the tax levy, rather than on the basis of
actual tax collections. By policy, the County does not include assessments, reassessments and special taxes,
including the Special Taxes of the District, in its Teeter program.
Proceeds of Foreclosure Sales
Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the
Special Tax, the District may order the institution ora Superior Court action to foreclose the lien therefor
within specified time limits. In such an action, the real property subject to the unpaid amount may be sold
at judicial foreclosure sale. Such judicial foreclosure action is not mandatory. Under the Fiscal Agent
Agreement, on or about February 15 and June 15 of each Fiscal Year, the Treasurer shall compare the
amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenue theretofore
received by the Authority, and:
Individual Delinquencies. If the Treasurer determines that any single parcel subject to the
Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount
of $2,500 or more, then the Treasurer will send or cause to be sent a notice of delinquency (and a
demand for immediate payment thereof) to the property owner within 45 days of such
determination, and (if the delinquency remains uncured) foreclosure proceedings will be
commenced by the Authority within 90 days of such determination. Notwithstanding the foregoing,
the Treasurer may defer such action if the amount in the Reserve Fund is at least equal to the
Reserve Requirement.
Aggregate Delinquencies. If the Treasurer determines that (i) the total amount of delinquent
Special Tax for the prior Fiscal Year for the entire District (including total individual delinquencies
described above) exceeds 5% of the total Special Tax due and payable for theprior Fiscal Year or
(ii) there are ten (10) or fewer owners ofrealproperty in the District, determinedby reference to the
latest available secured property tax roll of the County, the Treasurer shall notify or cause to be
notified property owners who are then delinquent in the payment of Special Taxes (and demand
immediate payment of the delinquency) within 45 days of such determination, and the Authority
will commence foreclosure proceedings within 90 days of such determination against each parcel
of land in the District with a Special Tax delinquency.
It should be noted that any foreclosure proceedings commenced as described above could be stayed
by the commencement of bankruptcy proceedings by or against the owner of the delinquent property. See
"BONDOWNERS' RISKS - Bankruptcy and Foreclosure Delay."
No assurances can be given that a judicial foreclosure action, once commenced, will be completed
or that it will be completed in a timely manner. See "BONDOWNERS' R1SKS - Potential Delay and
Limitations in Foreclosure Proceedings." If a judgment of foreclosure and order of sale is obtained, the
~tudgment creditor (the District) must cause a Notice of Levy to be issued. Under current law, a judgment
ebtor (property owner) has 120 days (or in certain limited cases a shorter period) from the date of service
of the Notice of Levy and 20 days from the subsequent notice of sale in which to redeem the property to be
sold. If a judgment debtor fails to so redeem and the property is sold, his only remedy is an action to set
aside the sale, which must be brought within 90 days of the date of sale. lf, as a result of such act on, a
foreclosure sale is set aside the judgment is revived and the judgment creditor is ent t ed to nterest on the
rev ved judgment as if the sale had not been made. The constitutionality of the aforementioned legislation,
which repeals the former one-year redemption period, has not been tested; and there can be no assurance
that, if tested, such legislation will be upheld. Any parcel subject to foreclosure sale must be sold at the
minimum bid price unless a lesser minimum bid price is authorized by the owners of 75% of the principal
amount of the Bonds Outstanding.
16
No assurances can be given that the real property subject to sale or foreclosure will be sold or,
if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The
Act does not require the Authority or the District to purchase or otherwise acquire any lot or parcel
of property offered for sale or subject to foreclosure if there is no other purchaser at such sale. The
Act does specify that the Special Tax will have the same lien priority in the case of delinquency as for
ad valorem property taxes.
If delinquencies in the payment of Special Taxes exist, there could be a default or delay in payments
to the Bondowners of the 2003 Bonds pending prosecution of foreclosure proceedings and receipt by the
District of foreclosure sale proceeds, if any. However, within the limits of the Rate and Method of
Apportionment and the Act, the District may adjust the Special Taxes levied on all property within the
District in future Fiscal Years to provide an amount, taking into account such delinquencies, required to pay
debt service on the Bonds. There is, however, no assurance that the maximum Special Tax rates will be at
all times sufficient to pay the amounts required to be paid on the Bonds by the Fiscal Agent Agreement.
Special Tax Fund
Pursuant to the Fiscal Agent Agreement, all Special Tax Revenues received by the District will be
deposited in the Special Tax Fund which will be held by the Fiscal Agent on behalf of the District. Moneys
in the Special Tax Fund shall be held in trust by the Fiscal Agent for the benefit of the District and the
Bondowners. Pending disbursement, moneys in the Special Tax Fund will be subject to a lien in favor of
the Bondowners and the District established under the Fiscal Agent Agreement.
Disbursements. Moneys in the Special Tax Fund will'be disbursed as needed to pay the obligations
of the District as provided in the Fiscal Agent Agreement. The Authority shall promptly remit m~y Special
Tax Revenues received by it to the Fiscal Agent for deposit by the Fiscal Agent to the Special Tax Fund.
Any Special Tax Revenues constituting payment of the portion of the Special Tax levy for Administrative
Expenses shall be deposited by the Treasurer in the Administrative Expense Fund and any proceeds of
Special Tax Prepayments shall be transferred by the Treasurer to the Fiscal Agent for deposit by the Fiscal
Agent directly in the Special Tax Prepayments Account established in the Bond Fund.
On each Interest Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and
transfer the following amounts in the following order of priority (i) to the Bond Fund an amount, taking into
account any amounts then on deposit in the Bond Fund and any expected transfers from the Improvement
Fund, the Reserve Fund, the Capitalized Interest Account and the Special Tax Prepayments Account to the
Bond Fund, such that the amount in the Bond Fund equals the principal (including any sinking payment),
premium, if any, and interest due on the Bonds on such Interest Payment Date and (ii) to the Reserve Fund
an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the
Reserve Fund is equal to the Reserve Requirement.
Investment. Moneys in the Special Tax Fund will be invested and deposited by the Authorized
Officer as described in "Investment of Moneys in Funds" below, lnterest earmngs and profits resulting from
such investment and deposit will be retained in the Special Tax Fund to be used for the purposes of such
Fund.
Bond Fund
The Fiscal Agent will hold the Bond Fund in trust for the benefit of the Bondowners. There is
created in the Bond Fund, as separate accounts to be held by the Fiscal Agent, the Capitalized Interest
Account and the Special Tax Prepayments Account. Moneys in the Bond Fund and the accounts therein
shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds and for
the other purposes as provided below, and, pending such disbursement, shall be subject to a lien in favor of
the owners of the Bonds.
Special Tax Prepayments Account. Moneys in the Special Tax Prepayments Account shall be
transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of Bonds
can timely be given under the Fiscal Agent Agreement and shall be used (together with any applicable
amounts transferred form the Reserve Fund) to redeem Bonds on the applicable redemption date.
17
CapitalizedlnterestAccount. Moneys in the Capitalized Interest Account shall be transferred to the
Bond Fund on the Business Day prior to each Interest Payment Date, in the amount equal to and to be used
for the payment of interest on the Bonds due on the next succeeding Interest Payment Date; provided that
no such transfer shall exceed the amount then on deposit in the Capitalized Interest Account.
BondFunct On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund
and pay to the owners of the Bonds the principal, and interest and any premium, then due and payable on
the Bonds, including any amounts due on the Bonds by reason of the sinking payments or an optional
redemption of the Bonds. In the event that amounts in the Bond Fund are insufficient for the purposes set
forth in the preceding sentence, the Fiscal Agent shall withdraw from the Reserve Fund to the extent of any
funds therein amounts to cover the amount of such Bond Fund insufficiency, lf, after the foregoing
transfers, there are insufficient funds in the Bond Fund to make the payments provided for above, the Fiscal
Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of
principal due on the Bonds other than by reason of sinking payments, and then to the payment of principal
due on the Bonds by reason of sinking payments. Any sinking payment not made as scheduled shall be
added to the sinking payment to be made on the next sinking payment date.
Investment. Moneys in the Bond Fund, the Capitalized Interest Account and the Special Tax
Prepayments Account shall be invested and deposited in accordance with the provisions of the Fiscal Agent
Agreement relating to Investment of Moneys. See APPENDIX E - "Summary of Certain Provisions of the
Fiscal Agent Agreement."
Investment of Moneys in Funds
Moneys in any fund or account created or established by the Fiscal Agent Agreement and held by
the Fiscal Agent will be invested by the Fiscal Agent in Permitted Investments, as directed by an Authorized
Officer, that mature prior to the date on which such moneys are required to be paid out under the Fiscal
Agent Agreement. In the absence of any direction from an Authorized Officer, the Fiscal Agent will invest,
to the extent reasonably practicable, any such moneys in money market funds rated in the highest rating
category by Moody's or S&P, (including those for which the Fiscal Agent or its affiliates or its sobsidiaries
provide investment, advisory or other services). See APPENDIX E - "Summary of Certain Provisions of
the Fiscal Agent Agreement" for a definition of"Permitted Investments."
Rebate Requirement
The Authority is required to calculate excess investment earnings ("Excess Investment Earnings")
in accordance with the requirements set forth in the Fiscal Agent Agreement. The Authority shall calculate
Excess Investment Earnings and if necessary may use amounts in the Administrative Expense Fund and in
the Reserve Fund, and any other funds available to the District, including amounts advanced by the
Authority, in its sole discretion, to be repaid by the District as soon as practicable from amounts described
in the preceding clause, to satisfy its obligations under Section 148(0 of the Code.
Additional Bonds for Refunding Purposes Only
Bonds issued on a parity with the 2003 Bonds (each a Series of"Additional Bonds") may be issued
for refunding purposes only where the issuance of such Additional Bonds results in a reduction of Annual
Debt Service on all Outstanding Bonds. See APPENDIX E- Summary of Certain Provisions of the Fiscal
Agent Agreement." The District may issue bonds or other obligations payable from Net Taxes which are
subordinate to the 2003 Bonds.
Nothing in the Fiscal Agent Agreement shall prohibit the Authority from issuing bonds or otherwise
incurring debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof.
18
THEAUTHORITY
The Temecula Public Financing Authority was established pursuant to a Joint Exercise of Powers
Agreement, dated April 10, 2001 (the "Joint Powers Agreement"), by and between the City and the
Redevelopment Agency of the City of Temecula. The Joint Powers Agreement was entered into pursuant
to the provisions of Articles I through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title
1 of the Government Code of the State of California. The Authority was formed for the primary purpose
of assisting in the financing and refinancing of public capital improvements in the City.
The Authority is administered by a five-member Board of Directors, which currently consists of the
members of the City Council of the City. The Authority has no independent staff. The Executi~,,e_ Director
of the Authority is the City Manager of the City, and the Treasurer of the Authority is the City s Finance
Director. The Executive Director administers the day-to-day affairs of the Authority, and the Treasurer has
custody of all money of the Authority from whatever source.
Authority for Issuance
The 2003 Bonds are issued pursuant to the Act and the Fiscal Agent Agreement. In addition, as
required by the Act, the Board of Directors of the Authority has taken the following actions with respect to
establishing the District and authorizing issuance of the 2003 Bonds:
Resolutions of Intention: On July 22, 2003, the Board of Directors of the Authority adopted
Resolution No. TPFA 03-16 stating its intention to establish the District and to authorize the levy of a special
tax therein, and on the same day the Authority adopted Resolution No. TPFA 03-17 stating its intention to
incur bonded indebtedness in an amount not to exceed $33,000,000 within the District for the purpose of
financing the cost o,f, certain public improvements (the "Facilities") and to eliminate ex st ng spec a
assessment liens (the PriorLiens")imposedbytheCountyofRiversideAssessment DistrictNo. 159Rand
the County of Riverside Assessment District No. 159 Supplemental. See "PLAN OF FINANCE;
IMPROVEMENTS TO BE FINANCED WITH PROCEEDS OF THE 2003 BONDS" herein.
Resolution of Formation: Immediately following the conclusion of a noticed public hearing on
October 28, 2003, the Authority adopted Resolution No. TPFA 03-22 (the "Resolution of Formation"),
which established the District and authorized the levy ora special tax within the District.
Resolution of Necessity: On October 28, 2003 the Authority adopted Resolution No. TPFA 03-23
declaring the necessity to ncur bonded indebtedness in an amount not to exceed $33,000,000 within the
District and submitting that proposition to the qualified electors of the District.
Resolution Calling Election: On October 28, 2003, the Authority adopted Resolution No. TPFA
03-24 calling an election by the landowners for the same date on the issues of the levy of the Special Tax,
the incurring of bonded indebtedness and the establishment of an appropriations limit.
Landowner Election andDeclaration of Results: On October 28, 2003, an election was held within
the District in which the landowners eligible to vote being the qualified electors w th n the D str ct,
unan mousy wa ved alt time limits for holding the election and ballot arguments, and approved a ballot
proposition authorizing the issuance of up to $33,000,000 in bonds to finance the costs of the Improvements
and the costs of eliminating the Prior Liens, the levy of a special tax and the establishment of an
appropriations limit for the District. On October 28, 2003, the Authority adopted Resolution No. TPFA 03-
25, pursuant to which the Authority approved the canvass of the votes and declared the District to be fully
formed with the authority to levy the Special Taxes, to incur the bonded indebtedness and to have the
established appropriations limit.
Special Tax Lien andLevy: A Notice of Special Tax Lien was recorded in the real property records
of Riverside County on November ,2003 as Document No. 2003-
Ordinance Levying Special Tares: On 2003, the Authority adopted Ordinance No.
2003-02 levying the Special Tax within the District.
ResolutionAuthorizinglssuance of the 2003 Bonds: On November 18, 2003, the Authority adopted
Resolution No. TPFA 03-__ approving issuance of the 2003 Bonds.
19
THE COMMUNITY FACILITIES DISTRICT
Location and Description of the District
The District is comprised of approximately 557 acres of primarily undeveloped contiguous land
located on the south end of the City, in the south-westerly portion of the County of Riverside (the "Count~").
The District is located at the south end of Temecula along the northeast side of Pechanga Parkway (forme' r ~,
Pala Road), extending southeasterly from Loma Linda Road to Deer Hollow Way, just under a mile
southerly of Highway 79 and just over a mile easterly of the Interstate 15 Freeway. The District is a master-
planned community that is approved for up to 2,002 dwelling units ifa senior housing option in Specific
Plan Planning Area 18 (Phase 2B) is exercised, but is currently planned for approximately 1,742 units,
without an attached housing element for seniors. In addition, there is expected to be approximately 19.6
acres of commercial development, elementary and middle school sites, an approximately 43-acre sports park,
an approximately 6-acre neighborhood park, three park activity nodes along Wolf Creek Drive, paseos, a
recreation center, a library and a fire station. Unincorporated County area is across Pechanga Parkway to
the west and southwest and also the area nearby to the south. The property within the District is governed
by the Wolf Creek Specific Plan.
The Wolf Creek proposed development will include the construction of a narrow 6.7-acre park
contiguous to Wolf Creek Road, including three activity nodes, spanning from the north half to the south
half of the project, as well as a paseo system along the backbone roads. The 6-acre park, located at the main
corner of Wolf Valley Road and Wolf Creek Loop in the center of the District, will include various amenities
such as an open play field, picnic areas, public restrooms, tot lots, monumentation, landscaping, walkways
and bike and pedestrian lanes, parking and p. ossible art components in public places. In addition to the
public parks, a private recreational facility will be constructed within the second phase of the project. This
recreational center is expected to be owned and maintained by the Wolf Creek Maintenance Corporation
("WCMC") whether or not Wolf Creek Development, LLC exercises its option and purchases Phase 2. The
City will also be constructing an approximately 43-acre sports facility located in Phase 2 of the project which
will include baseball and soccer fields and many other amenities and recreational components. This facility
is scheduled to start construction in the first quarter of 2004.
In addition to the above listed amenities schools and parks the community is expected to provide
a w de range ofhous ng. The lot sizes are expected to span between 20,000 square foot custom lots to 3,000
square foot courtyard lots. Although authorized in the Specific Plan, Wolf Creek Development LLC does
not currently contemplate including a senior housing element or an attached product in the community.
In addition to the parks, the Temecula Valley Unified School District will be developing an
elementary school site within Phase 1 of the project. Funding for the acquisition of the school site and for
construction of the school is in place. Rough grading is schedule to be completed by June 1, 2004 (or by
the 250th building permit, if earlier) and construction is scheduled to begin in the summer of 2004. The
elementary school will supplement the Earle Stanley Gardner Middle School, which opened August 27,
2003, adjacent to the first phase of the project and the upcoming completion of the high school at Deer
Hollow and Pechanga Parkway (outside the boundary of the District). Both the elementary and middle
school sites occur along the linear park frontage or within easy reach from all parts of the community. The
off-site improvements (backbone sewer, and streets) shall be completed by the earlier of the 250th building
permit or June 1, 2005.
Historic flood control problems in the vicinity of the District are planned to be remedied by the
construction of a wide grass-lined channel along the Pechanga Parkway, designed to contain the 100-year
floods for the surrounding area.
A fire station is planned in the center of the District, which will also enhance fire protection and
emergency response for the surrounding community. S-P Murdy, LLC has deeded the 1.5-acre fire station
site to the City. Prior to issuance of building permits in Specific Plan Planning Areas 7 through 24 (Phase
Areas lA, lB, ID, and 2A through 2H), the fire station must be operational, or a temporary fire station
provided. This condition would impact development in Phases lA lB 1D and 2A-2H. According to the
City, the temporary fire station has been located at Vail Ranch and construction of the fire station within the
District is anticipated to begin in the second quarter of 2004. Design of the fire station is complete and
20
construction is contingent upon Wolf Creek Development, LLC's construction of the Loop Road in front
of the fire station.
The Wolf Creek proposed development is situated on the floor of Wolf Valley. The Pechanga Creek
Channel is located offsite to the southwest, across Pechanga Parkway. The parcel slopes gently to the
northwest, with a grade change of approximately 120 feet and overall slope of less than two percent. The
Wolf Valley Creek Channel, an earthen channel, is located on the northeast side of Pechanga Parkway. The
natural terrain and drainage onsite have been modified by agricultural uses. Views consist of the coastal
Santa Ana Mountains to the northwest and the Santa Margarita and Agua Tibia ranges to the southeast and
southwest.
The Wolf Creek proposed development is surrounded on four sides by existing or approved
development. It is located immediately adjacent to the developed areas of Rainbow Canyon on the west,
and the Redhawk residential and golf course community to the east and the south. Commercial uses exist
to the northwest of the Wolf Creek proposed development, including a building supply store, mini
warehouse, convenience market and nursery. The Temecula Creek Inn and Golf Course Resort is located
to the northwest. The developed portion of the Pechanga lndian Reservation is located southwest of the
property across Pechanga Parkway where a casino and support commercial uses have been constructed.
Until 1972, farming operations were conducted on the site. Since 1972, the majority of the property
has been leased for the commercial production of turf and groundcover sod and other agricultural uses. The
Agricultural Preserve status of the site expired in 1989 through the Notice of Non-Renewal process. In
1987, comprehensive planning efforts were initiated for the Wolf Creek proposed development in response
to growth of the surrounding community, and the emerging pattern of development associated with the
Rainbow Canyon, Vail Ranch and Redhawk projects. Another major factor contributing to the need for
comprehensive planning of the site was the formation of the County Assessment Districts to construct new
roadways, drainage facilities and other utility improvements serving the area. The Wolf Creek proposed
development is located within the County Assessment Districts and is participating in substantial portions
of the shared funding of community infrastructure needs.
Wolf Creek Development, LLC currently owns 754 units in the District of which 629 are expected
to be single-family residential units; and the remaining 125 units will consist of 125 cluster lot single family
resident a un ts. S-P Murdy, LLC currently owns the land which is planned for approximately 988 single-
family residential units (including two sites for small-lot detached projects) and commercial development,
excluding the fire station-library-recreation center site, the sports park site and the infrastructure streets-
paseos-drainage facility. See "THE COMMUNITY FACILITIES DISTRICT - Property Ownership" herein.
The City has imposed five separate sets of conditions of approval on the development in the District.
o Approval Expiration
Conditions of Approval Date Date~ Relates to
Specific Plan No. 12 (including EIR #PA98- 3/15/01 3/15/06
0482, General Plan Amendment No. PA98-
0484 and Development Agreement No. 00-
0029)
Tentative Tract Map No. 29305 1/23/01 1/23/06
Phasing Map for Tentative Tract Map No. 11/1 t/01 11/11/06
29305
Tentative Tract Map No. 29798 11/07/01 11/01/06
Tentative Tract Map No. 30264 10/02/02 10/02/07
Entire development
delineated all
Spec(tic Plan .
planmng areas ~nto
47 parcels
Created two phases
of TTM 29305
Phase 1
Phase 2
1. The Development Agreement allows the tentative tract maps to be extended two additional times for two years each.
21
The following table describes the building permit thresholds for the project:
Table 1
Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek)
Building Permit Thresholds
Building Permit Threshold/
Requirement Status
Prior to the 1st Building Permit: (items a, b, h and i can be satisfied by
implementation of a District funding mechanism in lieu of completed
improvements and will be satisfied through issuance of the 2003 Bonds)
a. Improve Pechanga Parkway from Loma Linda to Via Gilberto
b. Improve Pechanga Parkway from Via Gilberto to Wolf Valley Road
c. Interim Improvements on Pechanga Parkway from Rainbow
Canyon to Loma Linda
d. Improve Via Del Coronado from Via Cordoba to Loma Linda
e. Improve Interior Loop Road from Wolf Valley to Pechanga
Parkway
f. Improve Wolf Valley Road
g. Improve Loma Linda from Pechanga Parkway to Via Del Coronado
h. Install traffic signals at Pechanga Parkway/Loma Linda Road,
Pechanga Parkway/Wolf Valley Road and Pechanga
Parkway/Interior Loop Road North
i. Construct backbone channel and drainage improvements, including
interior storm drain improvements north of Wolf Valley Road.
Prior to the 100th Building Permit:
a. Install traffic signals at Pechanga Parkway/Clubhouse Drive and
Pechanga ParkwaygVIuirfield Drive. Both signals can be satisfied
by implementation of the District as the funding mechanism
Prior to the 400th Building Permit:
a. Improve linear park and one activity node along Interior Loop Road
North
b.
Prior to the Building Permit for Specific Plan Planning Areas 7 to 24
(410 Building Permits in Phases lC, IE and IF are allowed):
a. Temporary station approved by Fire Chief
Prior to the 473rd Building Permit:
a. An approved funding mechanism shall be in place to guarantee the
improvement of Pechanga Parkway from Highway 79 to Loma
Linda Road. The City has established a Public Works project PW
99-11 for the completion of these improvements. This public works
project is funded in part from 2003 Bond proceeds, from funds
available under an agreement between the City and the Pechanga
Indian Tribe, and a federal grant.
b. Improve Street A from Interior Loop Road North to Loma Linda.
Prior to the 600th Building Permit:
a. Complete 6-acre park in Phase 1.
Prior to the 823rd Building Permit:
City - design [underway]/n
City - design [underway]m
Completed
Completed by Tem. Valley Unif. School
District
Design complete
Bid documents submitted to City for review(21
Design complete
Bid documents submitted to City for reviewm
Design complete
Bid documents submitted to City for review(~)
Design of modifications to existing two
traffic signals is in progress by the City°x2~
Design complete
Bid documentsm(2)
Design [underway]®
Design complete
Bid (]'ocuments to be prepared(2)
Complete
Design [underway]o)
Design complete
Bid documents to be prepared (21
Design complete
Bid documents to be prepareda)
22
a. Improve Pechanga Parkway from Wolf Valley Road to Deer
Hollow (formerly referred to as Fairview)
b. Improve Interior Loop Road South from Wolf Valley Road to
Pechanga Parkway.
c. Construct backbone channel and drainage facilities south of Wolf
Valley Road.
Design [underway]°)
Scheduled for design in late 2004(2>
Design [underway]I~x2)
Prior to opening of high school or 1,557th Building Permit:
a. Improve Deer Hallow (formerly referred to as Fairview) from Under construction by Temecula Valley Unifi
Pechanga Parkway to Specific Plan Boundary. School District
(1) Specific improvements being funded through the City of Temecula Public Works Project PW - 99-11.
(2) Improvements authorized to be acquired from proceeds of 2003 Bonds to extent of available funds.
The Major Owners do not anticipate any of these thresholds will constrain development of the
property.
23
[INSERT AERIAL PHOTO/SPECIFIC PLAN MAP?]
Utility services for parcels in the District will be provided by Southern California Edison (electricity),
Southem California Gas Company (natural gas), CR&R Disposal (refuse collection), EMWD and Rancho
California Water District (water), Riverside County Flood Control and Water Conservation District (storm
water), Adelphia (cable) and Verizon (telephone). Public schools are located in the Temecula Valley Unified
School District.
Specific Plan
The Wolf Creek Specific Plan was adopted in January 2001 by the City. The Wolf Creek Specific
Plan development concept provides for a mixed-use development of residential, commercial and public
facilities (e.g. parks, schools) within the framework of a comprehensive master planned community. The
Specific Plan concept includes both single family residential and cluster residential products, landscape
paseos, public park facilities, as well as other privately owned recreational facilities within the community.
Environmental Conditions
Environmental Impact Report. In connection with the Wolf Creek Specific Plan approval, the City
processed an Environmental lmpact Report (the "EIR") for the property encompassed by the Wolf Creek
Specific Plan. The EIR was certified by the City in January 2001 (State Clearing House No. 88030705).
Endangered Species Act Permit Was Not Required. Based on the agricultural use of the project site,
no impacts to endangered species were found during the approval process relating to the EIR and no permits
were required with respect to endangered species. The United States Department of Interior Fish and Wildlife
Service indicated the project area supports habitat for the California gnatcatcher, and endangered Stephens'
kangaroo rat, Quino checkerspot butterfly, Riverside fairy shrimp, Munz's onion, and Nevin's barberry
because such species have been documented within one mile of the proposed project site. The project site
is within the boundary of the Habitat Conservation Plan for the Stephens' Kangaroo Rat for Western
Riverside County, California (1996) and, consequently, the Major Owners are required to pay a mitigation
fee prior to issuance of grading permits. Grading is underway in Phase 1 in compliance with the applicable
requirements.
Biological Resources. The project site has been used for agricultural production for over 40 years.
Based upon the biological studies performed for the site, the property within the District does not include
significant onsite biological resources.
Mitigation Relating to Waters of the United States. The EIR indicates the project site is not a
jurisdictional wetland subject to the jurisdiction of the U.S. Army Corps of Engineers. The U.S. Army Corps
of Engineers has jurisdiction over developments in or affecting the navigable waters of the United States
pursuant to the Rivers and Harbors Act and the Clean Water Act. The development within the District is
expected to impact approximately t.5 acres of "waters," ephemeral drainage, and native and non-native
vegetation due to filling of existing roadside ditches with earth to support the roadbed and drainage structures.
On November [ ], 2003, a permit was issued by the U.S. Army Corps of Engineers which determined that
the activity complied with the terms and conditions of the nationwide permit issued under Section 404 of the
Clean Water Act, provided that the activity meet the criteria in the permit terms and conditions. Under the
permits, Wolf Creek Development, LLC is allowed to fill the existing roadside ditches and is required to
provide an approximately 21.7 acres grass lined swale. The grass lined swale will be maintained as open
space in perpetuity. The period for completion of the work ends on but is subject to extension.
The work is estimated to be completed by the [~] rd quarter of 2004. The Section 401 Water Quality
Certification was issued by the California Regional Water Quality Control Board (San Diego Division) in
November [~], 2003.
Streambed Alteration Agreement Was Not Required. S-P Murdy, LLC met with the California
Department offish and Game ("CDFG") to review the development. The CDFG signed a letter that indicated
that in CDFG's review of the project there was no substantial resources of interest to the CDFG and no further
action was required.
25
National Pollution Discharge Elimination System Permit and Storm Water Pollution Prevention
Plan. Pursuant to the Federal Clean Water Act (Section 402(g)) and State General Construction Activity
Storm Water Permit, a National Pollution Discharge Elimination System (NPDES) permit and storm water
pollution prevention plan was required from the California Regional Water Quality Control Board (San Diego
Region) for grading and construction of areas greater than five acres. S-P Murdy, LLC had a Storm Water
Pollution Prevention Plan prepared for the project and was notified on January 10, 2003, that the California
Regional Water Quality Control Board (San Diego Division) had processed the notice to comply with the
general permit to discharge storm waters associated with construction activity. The proposed discharge from
the Wolf Creek project will comply with the applicable provisions of the Clean Water Act.
The EIR notes that Riverside County Department of Health files indicate that seven underground
storage tanks had been located in the vicinity of Specific Plan Planning Areas 2 and 3 (Phase 1E and middle
schoolsite), adjacent to LomaLindaRoad. Sixtankswere removed in 1988 inaccordancewiththen-existing
health standards. The seventh tank was removed in 1994 according to standard procedures for such removal.
Subsequent sampling of soil adjacent to the underground storage tank did not reveal impacted soil. Soil
sampling in May 2003 of the site of a 550 gallon waste oil tank removed in 1988 did not detect waste oil-
impacted soil and given the absence of detectable concentrations of the analyzed chemicals in soils below the
waste oil tank, no further action was recommended.
The project site has been used for agriculture for many years. Crops grown in the site in the past
included onions, grain, sod, and hay. Soil samples were taken in 1998 in accordance with federal and state
testing protocols. Smnplings indicated very Iow concentrations of a breakdown product indicating that DDT
was applied at some time in the past, most likely prior to the 1972 ban on the use of DDT after a number of
studies proved that it is a human carcinogen.
Several structures and irrigation piping on the site had the potential to contain asbestos. These
materials were removed by Pinnacle Environmental Technologies in 2003 and transported to a properly-
certified landfill for disposal.
Development Agreement
S-P Murdy, LLC and the City have entered into a Development Agreement (the "Development
Agreement"), entered into as of February 13, 2001, regarding the proposed development. Wolf Creek
Development, LLC is a successor to S-P Murdy, LLC with respect to the property it has acquired in the
District. The Development Agreement was recorded on October 3, 2001 as Document No. 2001-481217.
For purposes of the Development Agreement, the proposed development includes the improvement of the
proposed development sites for the purposes consistent with the proposed development's land use
authorization as set forth in the Development Plan (as defined in the Development Agreement), including,
without limitation, grading, construction of infrastructure and public facilities related to the off-site
improvements and the on-site improvements, the construction of structures and buildings and the installation
of landscaping.
Pursuant to the terms of the Development Agreement, the Major Owners have the right to develop
the proposed development in a manner consistent with the approved Specific Plan, and applicable rules,
regulations and official policies. The Major Owners expect the proposed development to be sold to Merchant
Builders over the next three or four years, with home construction and sales of production units ending in
2011. The Development Agreement provides that as long as the project is constructed in a manner consistent
with the existing Land Use Ordinances, the project may be constructed at the rate and in the sequence that
the Major Owners deem appropriate. Build-out within the District is expected to occur in 2011. Build-out
within the Phases lA to 1F is expected to occur in 2008 pursuant to the Market Absorption Study. See
APPENDIX D - "Market Absorption Study."
By entering into the Development Agreement, S-P Murdy, LLC obtained a vested right to proceed
with the project in accordance with the development approvals identified in the Development Agreement.
However, development remains subject to any remaining discretionary approvals required in order to
complete the project as contemplated by the foregoing entitlements and subject to changes in City laws,
26
regulations, plans or policies specifically mandated and .required by changes in state or federal laws or
regulations.
The Development Agreement and Conditions of Approval contain thresholds for installation of
improvements. No building permits may be issued within Specific Plan Planning Areas 7 to 24 (Phases lA,
1 B, ID and 2A-2H) and therefore no building permits in excess of 409 units may be issued unless the tim
station is operational or a temporary fire station approved by the Fire Chief is operational. The City has
indicated that a fire station in Vail Ranch satisfies the requirement for a temporary fire station. The City and
the Major Ownem are negotiating the terms of a First Operating Memorandum to acknowledge completion
of certain improvements by the Major Owners and third parties, including the satisfaction of the requirement
for a temporary fire station so long as the Vail Ranch station is operating or is replaced by the permanent fire
station within the District's boundaries.
Termination of the Development Agreement by one party due to the default of the other party will
not affect a right or duty emanating from City entitlements or approvals on the development project.
The Development Agreement was approved in February 2001 and entered into pursuant to California
Government Code Section 65864, et seq. (the "Development Agreement Law"). The applicable statute of
limitations relating to a challenge to the Development Agreement has expired. The Development Agreement
Law provides that a developer can obtain a vested right to develop its real property pursuant to a validly
executed development agreement. One appellate case in California, Santa Margarita Residents v. San Luis
Obispo County Bd. of Supervisors, has held that development agreements are enforceable under the
Development Agreement Law. However, the development agreement in that case did not address the type
of vested rights obtained in the Development Agreement. Consequently, although the Development
Agreement purports to provide S-P Murdy, LLC and Wolf Creek Development, LLC with a vested right to
build the development as currently planned and as described herein, if the Development Agreement were to
be challenged in a California court, there can be no assurances that such court would enforce the Development
Agreement if the City fails to fulfill its obligations under the Development Agreement or if more restrictive
local land use regulations are adopted in the future. Additionally, public entities not bound by the terms of
the Development Agreement may impose additional conditions on the development. See "BONDOWNERS'
RISKS - Failure to Develop Properties" and "- Ballot Initiatives and Legislative Measures" herein.
Other Matters
Additional Approvals. Additional discretionary approval, such as design review for architecture
(Merchant Builders) and tentative tract approval of the seven custom lots) is needed for development in the
District as contemplated by the EIR that may require additional environmental review by the City under the
California Environmental Quality Act. The Major Owners do not anticipate obtaining any of the approvals
will constrain development of the property.
Covenants, Conditions and Restrictions. Wolf Creek Development, LLC is in the process of forming
the Wolf Creek Maintenance Corporation ("WCMC"). Covenants, conditions and restrictions will be
recorded against the property prior to sale of individual units. In addition, the future residential units will be
assessed monthly assessments to cover maintenance of common areas not being maintained by the City. All
of the parcels in the District are or will be subject to recorded covenants, conditions and restrictions that
provide for a levy of the WCMC's assessments, on a basis subordinate to the lien of the Special Taxes.
Acquisition of Improvements
The Authority and Wolf Creek Development, LLC have entered into an Acquisition Agreement (the
"Acquisition Agreement") dated as of [NOT SIGNED YET ], 2003. Under the terms of the
Acquisition Agreement, the Authority will acquire some of the Improvements from Wolf Creek Development,
LLC upon completion of various discrete components of infrastructure and inspection thereof by the City.
The Acquisition Agreement provides that the infrastructure will be acquired for an amount based upon the
documented Actual Cost (as defined in the Acquisition Agreement) thereof or for such other amount as may
be agreed upon by Wolf Creek Development, LLC and the Authority.
27
Property Ownership
The information about the Major Owners and the Merchant Builders contained in this Official
Statement has been provided by representatives of the Major Owners and the Merchant Builders and has not
been independently confirmed or verified by the Underwriter, the District or the Authority. Such information
is included because it may be relevant to an informed evaluation of the security for the 2003 Bonds.
However, because ownership of the property may change at any time, no assurance can be given that the
planned development will occur at all, will occur in a timely manner or will occur as presently anticipated
and described below or that the Major Owners and the Merchant Builders will acquire or own the property
within the District at all. No representation is made herein as to the accuracy or adequacy of such
information, as to the experience, abilities or financial resources of the Major Owners and the Merchant
Builders or any other landowner, or as to the absence of material adverse changes in such information
subsequent to the date hereof, or that the information given below or incorporated herein by reference is
correct as of any time subsequent to its date.
The Major Owners and the Merchant Builders are not personally liable for payment of the Special
Taxes or the 2003 Bonds, and the following information shouM not be construed to suggest that the Special
Taxes or the 2003 Bonds are personal obligations or indebtedness of the Major Owners and the Merchant
Builders or that the Major Owners and the Merchant Builders will continue to own their respective parcels
of land
Description of Project.
Of the approximately 557 acres of land encompassing the District, Wolf Creek Development, LLC
is developing approximately 207 gross acres planned for development of approximately 754 single-family
residential units and has an option to acquire the balance of the property consisting of approximately 300
gross acres planned for development of approximately 988 single-family residential units from S-P Murdy,
LLC. S-P Murdy, LLC expects to retain the commercial property within the project. Commercial property
within the District is subject to the levy of Special Taxes. Table 2 below sets forth information regarding the
projects being developed in the District. None of the Merchant Builders referenced below are currently
landowners within the District, and there can be no assurance that each of them will close escrow on their lots
within the District at the times indicated or at all.
28
[INSERT PLANNING AREA MAP]
Landowner/
Merchant Builder~1
Table 2
Temecula Public Financing Authority
Community Facilities District No. 03-03 ('vVolf Creek)
Property Ownership and Development Status
Units
EsL Completed
Develol~saent Total or Under No. of Lots
Phase/Specific Number Construction for Which Status
plan Planning of as of There is a of
Area
Units November ~, 2003 Final Map Maps
Phase 1
Wolf Creek Development, IA 125 0 0 Tentative map
inc{)~LLC illiam Lyon Homes, PA 7 submitted
Wolf Creek Develo ment lB 92 0 0 Tentative map
LLC/Standard Pac ~c12~ -PA 9 approved
Wolf Creek Development, lC 127 0 0 Tentative map
LLC/Woodside Homesol -PA 6 approved
Wolf Creek Development, ID 123 0 0 Tentative map
LLC/Continenta[ Residential, PA 9 approved
lnc?
Wol£Creek Develo ment IE 166 0 0 Tenta0ve map
LLC/Standard Pac ~tc® - PA 2
approved
Wolf Creek Development, 1F 121 0 0 Tentative map
LLCfvVoodside Homes® - PA 1 -- - approved
Subtotal - Phase I 754 0 0
Status of
Development
Mass grading underway
Rough grading underway
Rough grading underway
Rough grading underway
Rough grading underway
Rough grading underway
Phase 2
S-P Murdy, LLC/ 2A 61 0 0 Tentative map Raw land
Woodside Home171 PA 10 approved
S-P Murdy LLC/ 2B 90 0 0 Tentative map Raw land
Woods de Homes~7~ - PA 18 approved
S-P Murd LLC/ 2C 167 0 0 Tentative map Rawland
Standard ~ac tic PA 15 approved
StandardS-P Murd~acific· LLC/ _2DpA 20 132 0 0 approvedTentative map Raw land
S-P Murdy LLC/ 2E 126 0 0 Tentative map Raw land
Woods de Homes/?l - PA 23 approved
S-P Murdy LLC/ 2F 133 0 0 Tentative map Raw land
Woods de Homes<7~ PA 17 approved
S-P Murd LLC/ 2G 112
To be so ~ 0 0 Tentative map Raw land
- PA 21 approved
S-P Murd LLC/ 2H 160 0 0 Tentative map Raw land
Standard ~ac tic PA 22 - approved
Custom 7 0 0
Commercial land N/A _0. 0
Subtotal - Phase 2 988 0 0
Total Phase I and Ph(tse 2 1.742 0 0
m
Anticipated to close lots for 125 units on approximately August 1,2004 assuming the final map submitted for plan check with
the City by William Lyon Homes, Inc. is approved by the City.
Anticipated to close lots for 92 units on approximately June 1, 2004.
Anticipated to close lots for 127 units on approximately May 1, 2004. Woodside Homes acts as Merchant Builder for Alameda
ProperVy Investment LLC.
Anticipated to close lots for 123 units on approximately July I, 2004
Anticipated to close lots for 166 units on approximately April I 2004.
Anticipated to close lots for 121 units on approximately March 1, 2004.
Woodside Homes acts as Merchant Builder for Alameda Proper~ Investment, LLC.
Sources; Development Plans from Wolf Creek Development, LLC and S-P Murdy, LLC.
29
PROJECT AREA MAP
[Project Area Map to be provided by
30
Wolf Creek Development, LLC
WolfCreek~,,,Development, LLC and its Members. Wolf Creek Development, LLC ("Wolf Creek
Development, LLC ) is a California limited liability company based in lrvine, California, formed by its
members with respect to the Wolf Creek project. The members of Wolf Creek Development, LLC are
Standard Pacific Corp., a Delaware corporation and Alameda Property Investments, LLC, a Delaware limited
liability company. Woodside Homes of California, Inc., a California corporation, an affiliate of Alameda
Property Investments, LLC acts as Merchant Builder for Alameda Property Investments, LLC.
The development which constitutes Wolf Creek Development, LLC's projects, together with the
estimated lot sizes, unit sizes and base sales price ranges, are set forth below in the section describing Standard
Pacific and Alameda Property Investments, LLC.
Wolf Creek Development, LLC is in the process of entering into separate agreements with EMWD
and RCWD for sewer and water service to be provided to the property within the District. These agreements
will cover the backbone improvements only. Each Phase will be required to enter into separate improvement
agreements for in-tract sewer and water facilities. Wolf Creek Development, LLC has entered into
improvement agreements and posted surety bonds with the City for completion of backbone streets and storm
drain facilities. The applicable Major Owners or Merchant Builder will be required to post surety bonds with
[he City prior to recordation of the individual tract maps within the individual Phases for completion of in-tract
improvements.
Development Budget.
Wolf Creek Development, LLC estimated that the total cost to improve each Phase of the project from
raw land to rough graded lots with backbone improvements is approximately $13,000,000 for Phase 1 and
$14,000,000 for Phase 2. These costs include the installation of all backbone improvements not being funded
by the District, including backbone dry utilities, street lights and common landscaping and perimeter walls.
As of October 31, 2003, Wolf Creek Development, L LC has spent approximately $1,799,200 for Phase 1
improvements and approximately $54,200 for Phase 2 improvements. The foregoing merely reflect Wolf
Creek Development, LLC's present plan for the development of the property. There can be no assurance that
Wolf Creek Development, LLC will have the resources, willingness or ability to successfully implement the
development plan as described above or that Wolf Creek Development, LLC will exercise its option to
purchase Phase 2.
In addition to the foregoing costs of Wolf Creek Development, LLC, each Merchant Builder will incur
costs to develop its Phase from the rough graded lot condition for which Wolf Creek Development, LLC is
responsible to finished lots (ready for house construction). These costs include all in-tract improvements as
well as fees paid at building permit issuance. Additional costs have been included for those items that are
traditionally considered a house cost, but are often used to determine a finished lot value. Wolf Creek
Development, LLC has estimated these costs aggregate as follows:
31
Table 3
Estimated Finished Lot Costs~
(Estimated as of October 31, 2003)
Estimated Est. Costs
Name of Merchant Phase Costs per Lot
Landowner Builderat
Phase 1 $2,194,808 $24,66[
William Lyon
Wolf Creek Development, LLC Homes, Inc. lA
Wolf Creek Development, LLC Standard Pacific lB 2,486,546 27,028
Wolf Creek Development, LLC Woodside HomesI~l I C 2,947,470 23,208
Wolf Creek Development, LLC Continental [D 2,826,465 22,979
Residential, Inc
Wolf Creek Development, LLC Standard Pacific IE 4,374,934 26,355
Wolf Creek Development, LLC Woodside Homes13) IF 28,549 28,549
Subtotal Phase I $14,858,772
Phase2
S-P Murdy, LLCfWoodside Home171 Woodside Homes°~ 2A $1,533,680 $25,142
S-P Murdy, LLC/Woodside Homes171 Woodside HomesI3l 2B 2,273,624 25,262
S-P Murdy, LLC/Standard Pacific Standard Pacific 2C 3,671,868 2t ,987
S-P Murdy, LLC/Standard Pacific Standard Pacific 2D 2~840,057 21,516
S-P Murdy, LLC/Woodside Homes~7~ Woodside Homes13/ 2E 2,808,056 22,286
S~P Murdy, LLC/Woodside Homes~71 2F 3,125,377 23,499
S-P Murdy, LLC/To b~ sold 2G 2,594,004 23,161
S-P Murdy, LLC/Standard Pacific Standard Pacific 2H 3,803,405 23,77 I
Custom 416~680 52,085
Commercial land
Subtotal Phase2 $23~066~751
Total Phase I and Phase 2 $37,925~523
I Costs to improve rough graded lots to finished lots with in-tract improvement completed.
2. None of the Merchant Buildem referenced are currently landowners within the Distrtct and there can be no assurance
that each of them w c ose escrow on the r lots within the District at the times indicated or at all.
3. Woodside Homes is expected to act as the developer for Alameda Property Investments, LLC.
Source: Wolf Creek Development, LLC
Environmental Review. Most required development approvals were obtained over the last several
years. See "THE COMMUNITY FACILITIES DISTRICT- Environmental Conditions" above. The project
has satisfied reviews relating to sensitive plant or animal species on the property (among other matters). The
project was required to sign a pre-excavation agreement with the Pechanga Indians. Indian monitors as well
as Wolf Creek Development, LLC monitors were on site during grading to recover any artifacts. To date,
nothing of significance has been found. Wolf Creek Development, LLC is not aware of any additional permits
required to proceed with development of the property other than the usual permits required from the City and
applicable local agencies. Several Phases are within the 100-year flood plain for the existing Wolf Creek
Channel. The flood plain impacts significant portions of Phases lA, lC, IF 2A 2D and all of 2B the
commercial areas and the fire station site. On August 7, 2003, the project received a conditional letter of map
revision ("CLOMR") from FEMA. The City has allowed grading of the Phase 1 areas. Once the construction
of the Wolf Creek Channel improvements are complete, FEMA will issue a letter of map revision ("LOMR")
and all the lots that are currently within the 100-year flood plain will be formally removed. The City will
allow grading within Phase 2 before the LOMR is issued. In the interim the City is allowing for the
construction and occupancy of the Phase 1 lots while the processing for a LOMR takes place. Flooding will
be mitigated through the construction of the grass lined channel.
Plan of Finance. Wolf Creek Development, LLC is financing development of the property from
sources provided by its members and a $50,000,000 loan from Housing Capital Company securedby a deed
32
of trust with respect to Phase 1. As of October 31, 2003, the outstanding balance of the loan was $41,069,825.
As of October 31, 2003, approximately $1,853,400 had been expended in connection with the development
of the project, exclusive of land acquisition costs, debt service and general and administrative costs.
The foregoing plans and Wolf Creek Development, LLC's projections are subject to change. There
can be no assurance that Wolf Creek Development, LLC has the willingness or ability to successfully
implement the development plans descri,b, ed above. In t_h,,e event that cost overruns occur which exceed the
funds described in the section captioned PlanofFinance above, WolfCreekDevelopment, LLCwillneed
to raise additional funds. No assurance can be given that such funds could be raised or would be raised on a
timely basis. Continued development in the District may also be adversely affected by changes in general
economic conditions, fluctuations in the real estate market and other similar factors. See "BONDOWNERS'
RISKS" herein for a discussion of risk factors.
If and to the extent that internal financing and land sales revenues are inadequate to pay the costs to
complete the planned development of the lots within the District, portions of the project may not be
developable.
Absorption. Wolf Creek Development, LLC has entered into contracts for the sale of lots for the 754
units within Phase 1, with closings with the Merchant Builders scheduled for March 2004 through August
2004. Sales of completed homes in Phase I are estimated to occur from the second quarter of 2004 through
the fourth quarter of 2007.
Wolf Creek Development, LLC has an option for the acquisition of the residential property within
Phase 2 from S-P Murdy, LLC. The option expires in September 2004. The members of Wolf Creek
Development, LLC, or affiliates thereof, are expected to acquire lots within Phase 2 if the option is exercised.
l 12 units in Phase 2G and the 7 custom lots are being marketed to other Merchant Builders. Sales to Merchant
Builders for residential lots in Phase 2 are estimated to occur from the second quarter of 2005 through the
fourth quarter of 2005. Sales of completed homes in Phase 2 are estimated to occur from the third quarter of
2005 through the first quarter of2011.
The foregoing absorption estimates were provided by Wolf Creek Development, LLC. The Market
Absorption Study contains projected absorption of production homes. See "THE COMMUNITY FACILITIES
DISTRICT - Market Absorption Study" and APPENDIX D - "Market Absorption Study."
History of Property Tar Payment; Loan Defaults; Bankrulvtcy. The officer executing a certificate on
behalf of Wolf Creek Development, LLC certifies that, to his actual knowledge:
Under the definition of Affiliate in the Major Owners Continuing Disclosure Agreement, Wolf
Creek Development, LLC has numerous Affiliates consisting of various entities that are developing or have
been involved in the development of numerous projects over an extended period of time. It is likely that any
of such Affiliates have been delinquent at one time or another in the payment of ad valorem property taxes
special assessments or spec a taxes. Wo f Creek Development, LLC does not have actual knowledge that
Wolf Creek Development, LLC or any such Affiliate is currently delinquent in any material amount in the
payment of ad valorem property taxes, special assessments or special taxes.
· Neither Wolf Creek Development LLC nor any of its Affiliates is currently in default on any
loans, lines of credit or other obligation related to its development in the District or any of its other projects
which default would in any way materially and adversely affect its ability to develop its property in the District
as described in the Official Statement or to pay the Special Taxes for which it is responsible. No Affiliate has
any loans, lines of credit, or other obligation related to the development in the District.
Wolf Creek Development, LLC and its Affiliates are solvent and neither Wolf Creek
Development, LLC nor any of its Affiliates has ever filed bankruptcy or been declared bankrupt or has any
proceeding pending or to Wolf Creek Development, LLC's actual knowledge threatened in which Wolf Creek
Development, LLC may be adjudicated as bankrupt, or discharged from any or all of its debts or obligations.
· No action, suit, proceedings, inquiry or investigations at law or in equity, before or by any
court, regulatory agency, public board or body, is pending (with service of process to Wolf Creek
Development, LLC or an Affiliate having been accomphshed) against Wolf Creek Development, LLC or any
Affiliate or, to Wolf Creek Development, LLC's actual knowledge, threatened, which if successful, would
33
materially adversely affect the ability of Wolf Creek Development, LLC to complete the development and sale
of the property proposed for development by such entities within the District or to pay special taxes or ad
valorem tax obhgations when due on such property within the District.
Standard Pacific Corp.
Standard Pacific Corp., a Delaware corporation ("Standard Pacific"), has entered into an
agreement with Wolf Creek Development, LLC for the acquisition of lots for 92 residential units in Phase 1B
and 166 residential units in Phase 1E. Lots for all 92 residential units in Phase l B are expected to close in June
2004 and all lots for 166 residential units in Phase 1E are expected to close in April 2004.
Standard Pacific was founded in 1966. Headquartered in Irvine, California, Standard Pacific, one of
the nation's largest homebuilders, has built homes for more than 58,000 families during its 37-year history.
Standard Pacific constructs homes within a wide range of price and size targeting a broad range of home
buyers. Standard Pacific operates in some of the strongest housing markets in the country with operations in
major metropolitan areas in California, Texas, Arizona, Colorado, Florida and the Carolinas. Standard Pacific
provides mortgage financing and title services to its home buyers through its subsidiaries and joint ventures,
Family Lending Services, SPH Mortgage, WRT Financial, Westfield Home Mortgage, Universal Land Title
of South Florida and SPH Title.
Standard Pacific is subject to the informational reporting requirements of the Exchange Act, and in
accordance therewith files reports, proxy statements and other information with the SEC. Such filings,
particularly Standard Pacific's Annual Report on Form 10-K and its most recent Quarterly Report on Form
10-Q, may be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the SEC's regional office at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 at prescribed rates. Such filings can also be accessed over
the Internet at the SEC's website at sec.gov. In addition, the aforementioned material may also be inspected
at the offices of the NYSE at 20 Broad Street, New York, New York 10005. Standard Pacific is listed on the
NYSE (trading symbol "SPF"). All documents subsequently filed by Standard Pacific pursuant to the
requirements of the Exchange Act after the date of this Official Statement will be available for inspection in
such manner as the SEC prescribes.
Standard Pacific's website is standardpacifichomes.com. This Internet address is included for
reference only and the information on the Internet site is not apart of this Official Statement or incorporated
by reference into this Official Statement. No representation is made in this Official Statement as to the
accuracy or adequacy of the information contained on the Internet site.
Description of Project. Standard Pacific has contracted to acquire 92 units in Phase 1B and 166 units
in Phase IE.
The development which constitutes Standard Pacific's project, together with the estimated lot sizes,
unit sizes and base sales price range, is set forth below.
Minimum Estimated Unit
Lot Size Size Estimated Base
Phase (Square Feet) (Square Feet) Sales Price Range Total Units
1B 5,000 2,100 -2,500
1 E 6,500 3,000-3,600
$287,900- $311,900 92
$256,000- $392,900 166
In addition to the foregoing development within Phase 1 ifWolfCreekDevelopment, LLCexercise
its option to acquire residential land within Phase 2, Standard Pacific expects to acqmre residential lots in
Phases 2C (167 residential units), 2D (132 residential units) and 2H (160 residential units).
Status of Permits and Approvals'. The lots for the 258 units in Phase 1 are encompassed within
tentative tract maps. The final map is being processed by Wolf Creek Development, LLC and is expected to
be recorded in phases starting in the first quarter of 2004 through the second quarter of 2004. Pursuant to the
purchase agreement between Wolf Creek Development, LLC and Standard Pacific, Wolf Creek Development,
LLC is obligated to deliver rough graded lots to Standard Pacific. As described above, under" - Status of
34
Permits and Approvals," Wolf Creek Development, LLC will be constructing all backbone public
improvements and rough grading lots. Standard Pacific will be responsible for finish grading and for
constructing in-tract street, water, sewer and dry utility improvements for the detached single housing lots.
Grading and sewer for the lots is estimated to commence construction in the second quarter of 2004. In-tract
water, streets, curbs and gutters are estimated to commence construction in the second quarter of 2004.
Because Standard,Pacific will acquire rough graded sites, Standard Pacific is responsible for work to bring the
lots to a "finished' condition. Estimated costs are set forth above in Table 3 in the section subcaptioned "-
Wolf Creek Development, LLC -Development Budget." Standard Pacific's remaining costs relate primarily
to in-tract improvement costs referenced in Table 3, plus model and production home construction costs.
Standard Pacific estimates it will begin model construction in the second quarter of 2004. Home sales
are expected to commence in the third quarter of 2004.
Plan of Finance. Standard Pacific is financing the development of the Phases to be acquired with
cash generated from home sales, advances under a revolving credit agreement and marketable securities. As
of October 31, 2003, less than $2,000 had been expended in connection with the development of the project,
exclusive of land acquisition costs, debt service and general and administrative costs, however, Standard
Pacific has committed contracts of $197,000 as of the same date.
Development Experience. Standard Pacific, together with its subsidiaries, operates primarily as a
geographically diversified builder of single-family homes throughout major metropolitan markets in
California, Texas, Arizona, Colorado, Florida and the Carolinas. Standard Pacific's predecessor began home
building i0 1966 with a single tract of land in Orange County, California. Through its eight homebuilding
divisions, Standard Pacific delivered 3,472 homes in 1999, 3,871 homes in 2000, 4,311 homes in 2001,6,265
homes in 2002 and anticipates closing approximately 7,500 homes in 2003. Recent projects under
development by Standard Pacific in the Inland Empire of Southern California include the following.
Role of Time Period
Project City/ No. of Type of Project Price Square of
Name Location Units Development Manager Range Feet Development
Pinehurst Chino Hills 215 MB P2 SFD Projects LLC $450,000- 2,785-3,570 May 2001 to
Hills, LLC units Valley View & Manager/ $550,000 present
(JV (Total Mountain View Merchant
Fieldstone) Proj. 322) Builder
University Redlands 309 MB 2 SFD Projects Land $287,000- 2,063-3,287 April 2000
Grove Units University Development $328,000 to present
Estates & / Merchant
Collections Builder
Copper Murrieta 312 MB 4 SFD Projects Venture $260,000- 2,371-3,512 April 1999
Canyon, LLC Units (Estates, Gallery, Partner/ $416,000 to present
(JV Centex) Collections & Merchant
Trails) Builder
Victoria Rancho 290 MB Project Manager LLC $295,000- 2,200-3,600 May 2002 to
Arbors, LLC Cucamonga Units for LLC Plud 3 Manager/ $380,000 present
(Total SFD Projects Merchant
Proj. 563) (Harvest, Vintage Builder
& Reserve)
Rancho Rancho 171 MB I SFD Project Merchant $446,000- 2,630-3,650 January
Etiwanda Cucamonga Units Builder $501,000 2002 to
present
Orangecrest Riverside 167+ MB I SFD Project Merchant $277,000- 2,955-3,512 January
Units Builder $356,000 2000 to
December
2002
Menifee County of 2500 JV Proj. Manager for LLC $205,000- 1,600-3,600 March 2003
Valley Riverside Units - LLC Plus 9 SFD Manager/ $330,000 to present
Ranch, LLC 2,641 MB MB Projects Merchant
Units Builder
East Highland 109 MB I SFD Project Merchant $344,000- 2,451-3,285 January
Highlands Units Builder $414,000 2002 to
Ranch present
35
Heartland County of 121 MB 1 SFD Project Merchant $424,000- 3,296-4,056 July 2003 to
Riverside Units Builder $461,000 present
Absorption StandardPacific'sdevelol~mentinPhase l B has a projected absorption rate of l 5 units per
quarter, commenc ng the fourth quarter of 2004. Standard Pacific s development n Phase IE has a projected
absorption rate of 15 units per quarter, commencing the fourth quarter of 2004.
History of Property Tax Payment; Loan Defaults; Bankruptcy. Standard Pacific has made the following
representations:
· Under the definition of Affiliate in the Major Owners Continuing Disclosure Agreement,
Standard Pacific has numerous Affiliates consisting of various entities that are developing or have been involved
in the development ofnumerousprojects over an extended period of time. It is likely that Standard Pacific or
any of such Affiliates have been delinquent at one time or another in the payment of ad valorem property taxes,
special assessments or special taxes. Standard Pacific does not have actual knowledge that Standard Pacific or
any such Affiliate is currently delinquent in any material amount in the payment of ad valorem property taxes,
special assessments or special taxes,
Neither Standard Pacific nor any of its Affiliates is currently in default on any loans, lines of
credit or other obligation related to its proposed development in the District or any of its other projects which
default would in any way materially and adversely affect its ability to develop its proposed development in the
District as described in the Official Statement or to pay the Special Taxes for which it is responsible.
Standard Pacific and its Affiliates are solvent and neither Standard Pacific nor any of its
Affiliates has ever filed bankruptcy or been declared bankrupt, or has any proceeding pending or to Standard
Pacific's actual knowledge, threatened in which it or its Affiliates may be adjudicated as bankrupt, or discharged
from any or all of its debts or obligations.
· No action, suit, proceedings, inquiry or investigations at law or in equity, before or by any court,
regulatory agency, public board or body, ispending (with service of process to Standard Pacific or an Affiliate
having been accomplished) against StandardPacific or any Affiliate or, to Standard Pacific's actual knowledge,
threatened, which if successful, would materially adversely affect the ability of Standard Pacific to complete the
acquisition and development of the property expected to be owned within the District or to pay Special Taxes,
assessments or ad valorem tax obligations when due on its proposed property within the District.
Alameda Property Investment, LLC.
Alameda Property Investment, LLC. a Delaware limited liability company ("Alameda Property
Investment, LLC"), has entered into an agreement with Wolf Creek Development, LLC for the acquisition of
lots for 127 residential units in Phase lC and 121 residential units in Phase IF. Alameda Property Investment,
LLC, is a Delaware limited liability company. Alameda Property Investment, LLC is an affiliate of Woodside
Homes of Califomia, Inc. based in Rancho Santa Margarita, California ("Woodside Homes"). Lots for all 127
residential units in Phase lC are expected to close in May 2004 and lots for all 121 residential units in Phase iF
are expected to close in March 2004.
Woodside Homes, together with its affiliates is the 27th largest homebuilder in the United States
according to Builder Magazine based on number of home closings. Established in 1977, Woodside Homes and
its affiliates build homes in eight geographic markets in six states and is one of the largest single-family on-site
homebuilders in the United States. Woodside Homes' homebuilding segment specializes in the sale and
construction of single-family attached and detached housing. Woodside Homes' Intemet home page is located
at www.woodsidegroupinc.com. This Internet address is included for reference only and the information on
such Internet site is not apart of this Official Statement or incorporated by reference into this Official Statement.
No representation is made in this Official Statement as to the accuracy or adequacy of the information contained
on any Internet site.
Description of Project. Alameda Property Investment, LLC has contracted to acquire lots for 127 units
in Phase lC and 121 units in Phase 1F.
36
The development which constitutes Alameda Property Investment, LLC's project, together with the
estimated lot sizes, unit sizes and base sales price range, is set forth below.
Minimum Estimated Unit
Lot Size Size Estimated Base
Phases (Square Feet) (Square Feet) Sales Price Range
Total Units
1C 5,000 2,400 - 2,800 $205,900 - $329,900 127
1F 7,000 3,400 - 3,800 $290,000 - $414,900 121
In addition to the foregoing development within Phase 1, if Wolf Creek Development, LLC exercise its
option to acquire residential landwithin Phase 2, Alameda Property Investment, LLC expects to acquire
residential lots in Phases 2A (61 residential units), 2B (90 residential units), 2E (126 residential units) and 2F
(133 residential units).
Status of Permits andApprovals. The lots for the 248 units are encompassed within tentative tract maps.
The final map is being processed by Wolf Creek Development, LLC and is expected to be recorded in the first
quarter of 2004. Pursuant to the purchase agreement between Wolf Creek Development, LLC and Alameda
Property Investment, LLC, Wolf Creek Development, LLC is obligated to deliver rough graded lots to Alameda
Property Investment, LLC. As described above, under "- Status of Permits and Approvals," Wolf Creek
Development, LLC will be constructing all backbone public improvements and rough grading lots. Alameda
Property Investment, LLC will be responsible for finish grading and for constructing in-tract street, water, sewer
and dry utility improvements for the detached single housing lots. In-tract finish grading by Alameda Property
Investment, LLC and in-tract water, streets, curbs and gutters are estimated to commence construction in the first
quarter of 2004 with respect to Phase 1F and in the second quarter of 2004 with respect to phase lC. Because
Alameda Property Investment, LLC will acquire rough graded sites, Alameda Property Investment, LLC is
responsible for work to bring the lots to a "finished" condition. Estimated costs are set forth above in Table 3
in the section subcaptioned "- Wolf Creek Development, LLC - Development Budget." Alameda Properly
Investment, LLC's remaining costs relate primarily to in-tract improvement costs referenced in Table 3, plus
model and production home construction costs.
Alameda Property Investment, LLC estimates it will begin model construction in the second quarter of
2004. Home sales are expected to commence in the second quarter of 2004.
Plan of Finance. Alameda Properly Investment, LLC expects to finance purchase of the land through
contributions from its members. Alameda Property Investment, LLC expects to finance the construction of
housing units through internal financing. If and to the extent that internal financing and land sales revenues are
inadequate to pay the costs to complete the planned development of Alameda Properly Investment, LLC's
expected development within property it acquires, portions of the project may not be developable. While
Woodside Homes has made such internal financing available in the past, there can be no assurance whatsoever
of its willingness or ability to do so in the future; and it has no legal obligation of any kind to Bondowners to
make any such contributions or to obtain loans. Other than pointing out the willingness of Woodside Homes
to provide internal financing in the past, Woodside Homes has not represented in any way that it will do so in
the future. As of October 31, 2003, minimal preliminary amounts had been expended in connection with the
development of the project.
Development Experience. Woodside Homes together with its affiliates, operates pr mar y as a
geographically diversified builder of single family homes in California, Arizona, Utah, Nevada, Minnesota and
Colorado. Woodside Homes began home building in 1977. Woodside Homes, and its Affiliates, delivered 1,900
homes in 1999, 2,000 homes in 2000, 2,200 homes in 2001, 2,491 homes in 2002 and anticipate closing
approximately 2,600 homes in 2003. Recent projects under development by Woodside Homes, or its Affiliates
in southern California include the following:
37
Proposed Base
City/ No. of Prices Square Time Period of
Project Name Location Units ($ thousands) Feet Development
Clarendon Hills Murrieta 125 $284 - $305 2,025 - 3,023 8/02 - closed
Montecito Temecula 101 $289 - $310 2,057 -,2,822 3/02 - present
Cypress Temecula 150 $337 - $420 2,451 - 3,842 3/02 - present
San Mafino Temecula 84 $405 - $495 3,001 - 3,954 3/02 - present
Willowbend Menifee 132 $275 - $296 1,724 - 2,557 6/01 - present
Hearthstone Menifee 111 $310 - $335 2,803 - 3,426 6/01 - present
Woods Valley Valley Center 79 $540 - $600 3,300 - 4,000 3ra Qtr., 2003
Absorption. Alameda Property Investment, LLC's development in Phase 1C has a projected absorption
rate of 11 units per quarter, commencing the third quarter of 2004. Alameda Property Investment, LLC's
development in Phase 1F has a projected absorption rate of 11 units per quarter, commencing the fourth quarter
of 2004.
History of Property Tax Payment; Loan Defaults; Bankruptcy. Alameda Property Investment, LLC has
made the following representations:
Except as described below, neither Alameda Property Investment, LLC nor to Alameda Property
Investment, LLC's actual knowledge any of its current Affiliates (as defined above) has ever been delinquent
in the payment of any ad valorem property taxes, special assessments or special taxes in any material amount.
Neither Alameda Property Investment, LLC nor any of its Affiliates is currently in default on
any loans, lines of credit or other obligation related to its development in the District or any of its other projects
which default would in any way materially and adversely affect its ability to develop its development in the
District as described in the Official Statement or to pay the District Special Taxes for which it is responsible.
Alameda Property Investment, LLC and its Affiliates are solvent and neither Alameda Property
Investment, LLC nor any of its current Affiliates has ever filed bankruptcy or been declared bankrupt, or has any
groceeding pending or to Alameda Property Investment, LLC's actual knowledge threatened in which it may
e adjudicated as bankrupt, or discharged from any or all of its debts or obligations.
No action, suit, proceedings, inquiry or investigations at law or in equity, before or by any court,
regulatory agency, public board or body, is pending (with service of process to Alameda Property Investment
LLC or an Affiliate having been accomplished) against Alameda Property Investment, LLC or any Affiliate or,
to Alameda Property Investment, LLC's actual knowledge, threatened, which if successful, would materially
adversely affect the ability of Alameda Property Investment, LLC to complete the acquisition and development
of the property expected to be owned within the District to pay Special Taxes, assessments or ad valorem tax
obligations when due on its property within the District.
William Lyon Homes, Inc.
William Lyon Homes, Inc., a Delaware corporation, based in Newport Beach, California ("William Lyon
omes, Inc. ), has entered nto an agreement with Wolf Creek Development, LLC for the acquisition of ots for
125 residential units in Phase lA, assuming the tentative map prepared by William Lyon Homes, Inc. is
approved by the City. lfthe tentative map is not approved, the property may be developed with 89 residential
units. Lots for all 125 of such units are expected to close in August 2004.
William Lyon Homes, Inc. is a New York Stock Exchange listed corporation traded under the ticker
symbol "WLS." William Lyon Homes, Inc. is a leading national homebuilder. Established in 1956, William
Lyon Homes, Inc. builds homes in five geographic markets in three states and is one of the largest single-family
on-site homebuilders in the United States. William Lyon Homes, lnc.'s homebuilding segment specializes in
the sale and construction of single-family attached and detached housing. In California, William Lyon Homes,
Inc. markets its products under several brand names. William Lyon Homes, Inc. lntemet home page is located
at lyonhomes.com. This Internet address is included for reference only and the information on such Internet
site is not a part of this Official Statement or incorporated by reference into this Official Statement. No
38
representation is made in this Official Statement as to the accuracy or adequacy of the information contained
on any Internet site.
Description of Project. William Lyon Homes, Inc. has contracted to acquire lots for 125 units in Phase
1A and paid a non-refundable deposit in connection with such agreement.
The development which constitutes William Lyon Homes, Inc.'s project, together with the estimated
lot sizes, unit sizes and base sales price range, is set forth below.
Minimum Estimated Unit
Lot Size Size Estimated Base
Phase (Square Feet) (Square Feet) Sales Price Range Total Units
lA 3,000 1,800 - 2,250
$282,000 - $298,000 125
Status of£ermits andApprovals. The lots for the 125 units are encompassed within atentative tract map.
The final map is being processed by William Lyon Homes, lnc. and is expected to be recorded in the December
2004. Pursuant to the purchase agreement between Wolf Creek Development, LLC and William Lyon Homes,
Inc., Wolf Creek Development, LLC is obligated to deliver rough graded lots to William Lyon Homes, Inc. As
described above, under" - Status of Permits and Approvals," Wolf Creek Development, LLC will be
constructing all backbone public improvements and rough grading the lots. William Lyon Homes, Inc. will be
responsible for final finish grading and constructing in-tract street, water, sewer and dry utility improvements
for the detached single housing. In-tract finish grading and sewer for the lots commenced construction in the
third quarter of 2003. In-tract water, streets, curbs and gutters are estimated to commence construction in the
fourth quarter of 2004. Because William Lyon Homes, Inc. will acquire rough graded sites, William Lyon
Homes, Inc. is responsible for work to bring the lots to a "finished" condition. Estimated costs are set forth
above in Table 3 in the section subcaptioned "- Wolf Creek Development, LLC - Development Budget."
William Lyon Homes, Inc.'s remaining costs relate primarily to in-tract ~mprovement costs referenced in Table
3, plus model and production home construction costs.
William Lyon Homes, Inc. estimates it will begin model construction in the fourth quarter of 2004.
Home sales are expected to commence in the first quarter of 2005.
Plan of Finance. William Lyon Homes, Inc. is financing development of the property from internal
sources. As of October 31,2003, approximately $38,015 had been expendedin connection with the development
of the project.
If and to the extent that internal financing and land sales revenues are inadequate to pay the costs to
complete the planned development of William Lyon Homes, Inc.'s expected development within property it
acquires, portions of the project may not be developable. While Wilham Lyon Homes, Inc. has made such
internal financing available in the past, there can be no assurance whatsoever of its willingness or ability to do
so in the future; and it has no legal obligation of any kind to Bondowners to make any such contributions orto
obtain loans. Other than pointing out the willingness of William Lyon Homes, Inc. to provide internal financing
in the past, William Lyon Homes, Inc. has not represented in any way that it will do so in the future.
Development Experience. William Lyon Homes, Inc. is a leading national homebuilder. Established
in 1956, William Lyon Homes, lnc. builds homes in five geographic markets in three states and is one of the
largest single-family on-site homebuilders in the United States. William Lyon Homes, Inc., and its Affiliates,
delivered 2,618 homes in 1999, 2,666 homes in 2000, 2,566 homes in 2001,2,522 homes in 2002, and anticipate
closing approximately 2,600 homes in 2003. Recent projects under development by William Lyon Homes, Inc.,
or its Affiliates in southern California include the following:
39
Proposed Base
No. of Prices Square Feet Time Period of
Site Name Location Units ($ thousands) (Sq. Ft.) Development
Sedona Murrieta 144 $420,000-$485,000 2,788-4,271 2/03 - present
Bridle Creek Riverside 274 $498,000-$598,000 2,899-4,023 3/03 - present
Willow Glen Murrieta 74 $347,000-$420,000 2,668-3,434 11/02 - present
Tessera Beaumont 168 $237,000-$269,000 1,786-2,300 10/02 - present
Cabrillo Corona 83 $493,000-$528,000 3,652-4,088 6/03 - present
Absorption. William Lyon Homes, lnc.'s development has a projected absorption rate of 24 units per
quarter, commencing the first quarter of 2005.
History of Property Tax Payment; Loan Defaults; Bankruptcy. William Lyon Homes, Inc. has made
the following representations:
Under the definition of Affiliate in the Major Owners Continuing Disclosure Agreement,
William Lyon Homes, Inc. has numerous Affiliates consisting of various entities that are developing or have
been involved in the development of numerous projects over an extended period of time. It is likely that William
Lyon Homes, Inc., and any of such Affiliates have been delinquent at one time or another in the payment of ad
valorem property taxes, special assessments or special taxes. William Lyon Homes, lnc. does not have actual
knowledge that it or any such Affiliate is currently delinquent in any material amount in the payment of ad
valorem properly taxes, special assessments or special taxes.
Neither William Lyon Homes Inc. nor any of its Affiliates is currently in default on any loans,
lines of ~redit or other obligation related to its development in the District or any of its other projects wh ch
default would in any way materially and adversely affect its ability to develop its development in the District
as described in the Official Statement or to pay the District Special Taxes for which it is responsible.
· William Lyon Homes, Inc. and its Affiliates are solvent and neither William Lyon Homes, Inc.
nor any of its current Affiliates has ever filed bankruptcy or been declared bankrupt, or has any proceeding
pending or to William Lyon Homes, Inc. actual knowledge threatened in which it may be adjudicated as
bankrupt, or discharged from any or all of its debts or obligations.
· No action, suit,, p roceedin g s, inquiry or investigations at law or in equity, before or by any court,. . .
regulatory agency, public board or body is pending (with service of process to William Lyon Homes, Inc. or
an Affiliate having been accomplished) against William Lyon Homes, Inc. or any Affil ate or, to W am Lyon
Homes, Inc.'s actual knowledge, threatened, which if successful, would materially adversely affect the ability
of William Lyon Homes, Inc. to complete the acquisition and development of the property expected to be owned
within the District to pay Special Taxes, assessments or ad valorem tax obligations when due on its property
within the District.
Continental Residential, Inc.
Continental Residential, Inc., a California corporation, ("Continental Residential, lnc.")has entered into
an agreement with Wolf Creek Development, LLC for the acquisition of lots for 123 residential units on
approximately 22.75 net acres in Phase 1D. Lots for all 123 units are expected to close in July 2004.
Continental Residential, Inc. is a subsidiary of Continental Homes, Inc., a California corporation
"Continental Homes"). Continental Homes is a subsidiary of DR Horton, Inc, a Delaware corporation ("DR
Horton ). DR Horton s a New York Stock Exchange listed corporation traded under the ticker symbol DH1.
DR Horton was founded as a family business in 1978. DR Horton now has over 50 divisions operating in over
700 communities, located in 23 states across the United States. Additionally DR Horton provides mortgage and
title insurance services in many of its markets. In February 2002, Schuler Homes, Inc., a Delaware corporation
("Schuler Homes") merged with and into DR Horton. DR Horton has developed a reputation for high quality
homes with features and ~rnenities other b u'lders often cons'der options or upgrades. DR Horton s lnternet home
page is located at drhorton.com. Thislnternetaddressisincludedd'brreferenceonlyandtheinformationonsuch
Internet site is not apart of this Official Statement or incorporated by reference into this Official Statement. No
40
representation is made in this Official Statement as to the accuracy or adequacy of the information contained
on any Internet site.
Continental Homes is geographically diversified, currently operating in Phoenix, Arizona; Austin, Dallas
and San Antonio Texas; Denver, Colorado; South Florida; and Southern California. Continental Homes
compliments its homebuilding activities by providing mortgage banking services to its homebuyers in most
locations. Continental Homes Internet home page is located at continentalhomes.com. This Internet address
is included for reference only and the information on such Internet site is not a part of this Official Statement
or incorporated by reference into this Official Statement. No representation is made in this Official Statement
as to the accuracy or adequacy of the information contained on any lnternet site.
Description of the Project. Continental Residential, Inc. has contracted to acquire lots for 123 units in
Phase 1D.
The development which constitutes Continental Residential, lnc.'s project, together with the estimated
lot sizes, unit sizes m~d base sales price range, is set forth below.
Minimum Estimated Unit
Lot Size Size Estimated Base
Phase (Square Feet) (Square Feet) Sales Price Range Total Units
1D 5,000
2,700 -3,100 $323,900- $347,900 123
Status of Permits andApprovals. The lots for the 123 units are encompassed within a tentative tract map.
The final map is being processed by Wolf Creek Development, LLC and is expected to be recorded in the third
quarter of 2004. Pursuant to the purchase agreement between Wolf Creek Development, LLC and Continental
Residential, Inc., Wolf Creek Development, LLC is obligated to deliver rough graded loB to Continental
Residential, Inc. As described above, under" - Status of Permits and Approvals," Wolf Creek Development,
LLC will be constructing all backbone public improvements and rough grading lots. Continental Residential,
lnc. will be responsible for finish grading and for constructing in-tract street, water, sewer and dry utility
improvements for the detached single housing lots. Continental Residential, Inc. will construct model and
production homes. Continental Residential, Inc. estimates it will begin model construction in the fourth quarter
of 2004. Home sales are expected to commence in the second quarter of 2005.
Finish grading for the lots is estimated to commence construction in the third quarter of 2004. In-tract
water, streets, curbs and gutters am estimated to commence construction in the third quarter of 2004. Because
Continental Residential, Inc. will acquire rough graded sites, Continental Residential, Inc. is responsible for
work to bring the lots to a "finished" condition. Estimated costs are set forth above in Table 3 in the sectio, n
subcaptioned" - Wolf Creek Development, LLC - Development Budget." Continental Residential, lnc. s
remaining costs relate primarily to in-tract improvement costs referenced in Table 3, plus model and production
home construction costs.
Plan of Finance. Continental Residential, Inc. is financing development of the property from internal
sources provided by its parent entity. As of October 31,2003, minimal preliminary amounts had been expended
in connection with the development of the project.
If and to the extent that internal financing and land sales revenues are inadequate to pay the costs to
complete the planned development of Continental Residential, lnc.'s expected development within property it
acquires portions of the project may not be developable. While Continental Residential, Inc. has made such
internal financing available in the past, there can be no assurance whatsoever of its w 11 ngness or ah ty to do
so in the future; and it has no legal obligation of any kind to Bondowners to make any such contributions or to
obtain loans. Other than pointing out the willingness of Continental Residential, Inc. to provide internal
financing in the past, Continental Residential, Inc. has not represented in any way that it will do so in the future.
Development Experience. DR Horton asld its subsidiaries, including Continental Residential, Inc.,
designs, constructs, markets and sells single-family residences, townhomes and condominiums primarily to
entry-level and "move-up" buyers and is a geographically diverse homebuilder in the United States of America.
DR Horton delivered approximately 35,934 homes and had approximately $8.7 billion in revenues for the DR
Horton's fiscal year ended September 30, 2003. DR Horton believes that, on a combined bas s, the company
41
will be one of the largest homebuilders in Southern California and in the State of California based on the number
of units constructed.
Absorption. DR Horton's development has a projected absorption rate of 8 units per quarter,
commencing the third quarter of 2005.
History of Prol~erty Tax Payment; Loan Defaults; Bankruptcy. DR Horton has made the following
representations:
Under the definition of Affiliate in the Major Owners Continuing Disclosure Agreement, DR
Horton has numerous Affiliates consisting of various entities that are developing or have been involved in the
development of numerous projects over an extended period of time. It is likely that DR Horton, and any of such
Affiliates have been delinquent at one time or another in the payment of ad valorem property taxes, special
assessments or special taxes. DR Horton does not have actual knowledge that it or any such Affiliate is currently
delinquent in any material amount in the payment of ad valorem property taxes, special assessments or special
taxes.
Neither DR Horton nor any of its Affiliates is currently in default on any loans, lines of credit
or other obligation related to its development in the District or any of its other projects which default would in
any way materially and adversely affect its ability to develop its development in the District as described in the
Official Statement or to pay the District Special Taxes for which it is responsible.
DR Horton and its Affiliates are solvent and neither DR Horton nor any of its current Affiliates
has ever filed bankruptcy or been declared bankrupt, or has any proceeding pending or to DR Horton's actual
knowledge threatened in which it may be adjudicated as bankrupt, or discharged from any or all of its debts or
obligations.
· No action, suit, proceedings, inquiry or investigations at law or in equity, before or by any court,
regulatory agency, public board or body, is pending (with service of process to DR Horton or an Affiliate having
been accomplished) against DR Horton or any Affiliate or, to DR Horton' actual knowledge, threatened, which
if successful, would materially adversely affect the ability of DR Horton to complete the acquisition and
development of the property expected to be owned within the District to pay Special Taxes, assessments or ad
valorem tax obligations when due on its property within the District.
Spring Pacific Properties, LLC and S-P Murdy, LLC
Spring Pacific Properties, LLC is the master developer for S-P Murdy, LLC. S-P Murdy, LLC is the
current owner of the property which comprises the southeasterly part of the District and is located along the
northeast side of Pechanga Parkway, between Wolf Valley Road and Deer Hollow Way. S-P Murdy, LLC
purchased the entire Wolf Creek property from George E. Trotter, Jr., et al, in February 1998 at a price of
$11,400,000. At that time the land was in raw condition, and the Murdy Ranch Draft Specific Plan had been
submitted to the City but had not yet been approved. Wolf Creek Development, LLC has an option to purchase
this property in September 2004, with the exception of the two commercial sites.
[REVIEW] S-P Murdy, LLC owns the property within Phase 2 and sold the residential property within
Phase I to Wolf Creek Development, LLC. S-P Murdy, LLC's members are Box Canyon, LLC, a California
limited liability company and Underhill Properties, LLC, a California limited liability company. The members
of Box Canyon, LLC are Thomas Connor and Donald Wooley. The members of Underhill Properties, LLC are
Rivendell Land Company, Inc., a California corporation and . Spring Pacific Properties, LLC which
is managing development for S-P Murdy, LLC was formed by Rivendell Land Company, Inc. and Spring Capital
Group. Rivendell Land Company, Inc. was founded in 1978 by William J. Griffith who currently serves as
President of the Irvine based company. Currently, Rivendell Land Company, Inc. is the master development
partner for the real estate development company, Spring Pacific Properties, LLC. Rivendell Land Company,
Inc. is responsible for all aspects of development for Spring Pacific Properties, LLC's investment companies.
The operations management team includes: William J. Griffith and Camille G. Bahri.
William d. Griffith. Mr. Griffith is the Managing Director of Spring Pacific Properties, LLC, a real estate
development and management operating company based in Irvine, California. In addition to his corporate
42
involvement in providing direction and strategy, Mr. Griffith is responsible for overseeing all aspects of the
development process including commun'ty, governmental and partner relations. Mr. Griffith s background has
ranged from industrial service commercial and retail development to land development and master planned
communities. Mr. Griffith holds a Bachelor degree in Geography from the University of Calgary, a Diploma
of Business Administration from the University of Western Ontario and an MBA degree from the University of
Alberta, Canada.
Camille G. Bahri. Mr. Bahri, Vice President of Accluisition/Development, is in charge of the feasibility,
entitlement and development of master-planned communities with multiple land uses. Mr. Bahri is responsible
for all strategic planning, land acquisition, land planning, governmental approval and project management. Prior
to joining Spring Pacific Properties, LLC, Mr. Bahri held the position of Senior Project Manager for a major
home builder/developer with responsibilities that included project feasibility at the land acquisition stage,
forward planning and entitlements, construction of infrastructure for various sized residential subdivisions and
Master Community Developments and supervision of other Project Managers. Mr. Bahri holds a Bachelor
degree in Civil Engineering, a Master degree in Civil Engineering, and a Master degree in Business
Administration from the California State University of Fresno.
Description of?roject. Phase 1, which encompasses approximately 754 dwelling units, has been sold
to Wolf Creek Development LLC which is performing the rough grading work according to the approved plans
in preparation for sale to Merchant Builders and development of residential lots and home construct on. A 1
infrastructure elements for Phase 1 are either approved [or near approved by applicable agencies.
The development which constitutes the residential portion of S-P Murdy, LLC's ownership, is set forth
in Table 1 as Phase 2.
Status of Permits and Approvals. The lots for 988 units are encompassed within a tentative map. A
series of final maps encompassing all of the 988 lots is are expected to be recorded during the period from the
first quarter of 2005 through the second quarter of 2005. The south half of the property is being retained by S-P
Murdy, LLC while under an option to purchase by Wolf Creek Development, LLC. A tentative map for 988
[830] units (single family) has been approved. Rough grading plans and other final engineering plans are being
prepared for the eventual subdivision and development of the project. Rough grading cannot commence until
completion of the grass lined swale. [SOURCE] Dedication of a 43-acre sports park site has been completed in
favor of the City. The City is proceeding with the design and approaching construction of the park in the near
future. Additionally, S-P Murdy, LLC has dedicated the 1.5-acre site to the City for the purpose of constructing
a fire station with design to be finalized by the City. A middle school has been constructed by the Temecula
Valley Unified School District on approximately 20 acres of the north half of the project, and an elementary
school will be built in the future in the vicinity of the center of the District. The portion of the 19.6 acres of
commercial development locate in Phase 1 may start development sometime in the period from the fourth quarter
of 2005 to the first quarter of 2006 and the portion in Phase 2 may start development sometime in the period
from the fourth quarter of 2006 to the first quarter of 2007.
Plan of Finance. [REVIEW] S-P Murdy, LLC has financed some costs from contributions from its
members, from proceeds of land sales to Wolf Creek Development, LLC and has secured a loan for $22,000,000
from Bank of America, N.A. The outstanding balance as of October 7, 2003 was approximately $17,000,000.
S-P Murdy, LLC does not expect to incur costs for grading or public infrastructure, except possibly to a limited
extent with respect to the commercial property within Phase 2. If and to the extent that internal financing, the
loan and land sales revenues are inadequate to pay the costs incurred by S-P Murdy, LLC to complete the
planned development, portions of the project may not be developable. While S-P Murdy, LLC has made such
internal financing available in the past, has sold Phase 1 and has a loan for certain costs, there can be no
assurance whatsoever of its willingness or ability to do so in the future; and it has no legal obligation of any kind
to Bondowners to make any such contributions or to obtain loans. Other than pointing out the willingness of
S-P Murdy, LLC to provide internal financing in the past, S-P Murdy, LLC has not represented in any way that
it will do so in the future.
Development Experience. Spring Pacific Properties, LLC is also the master developer for S-P East
Highlands, LLC which owns a project in East Highlands Ranch in the City of Highland. S-P East Highlands,
LLC owned approximately of a total of 2,600 dwelling units. Approximately 1,000 dwelling units remain
to be developed as well as 39 acres of non-residential land expected to be developed with a range of light
industrial to office space buildings. Completed lot sales to merchant builders included approximately 611 lots
delivered at various stages ranging between final engineering to finished lots. Spring Pacific Properties, LLC
43
is also the master developer for S-P Redlands LLC which owns a project which encompassed approximately
313 acres of industrial space in the Redlands Commerce Center, Redlands, Cal fornia. 261 acres have been sold
and S-P Redlands, LLC is marketing the remaining 52 acres.
Absorption. [REVIEW] S-P Murdy, LLC has entered into option agreement with Wolf Creek
Development, LLC for the sale of the residential properly in Phase 2. S-P Murdy, LLC intends to either develop
the commercial property within Phase 2 or to market the commercial property in the future depending on market
conditions. S-P Murdy, LLC estimates the commercial property will begin to be developed sometime in period
from the fourth quarter of 2005 to the first quarter of 2006.
History of Property Tax Payment; Loan Defaults; Bankruptcy. S-P Murdy, LLC has made the following
representations:
Neither S-P Murdy, LLC nor to S-P Murdy, LLC's actual knowledge any of its current Affiliates
(as defined above) has ever been delinquent in the payment of any ad valorem property taxes, special
assessments or special taxes in any material amount.
· Neither S-P Murdy, LLC nor any of its Affiliates is currently in default on any loans, lines of
credit or other obligation related to its development in the District or any of its other projects which default
would in any way materially and adversely affect its ability to develop its property in the District as described
in the Official Statement or to pay the District Special Taxes for which it fs responsible.
· S-P Murdy, LLC and its Affiliates are solvent and neither S-P Murdy, LLC nor any of its
Affiliates has ever filed bankruptcy or been declared bankrupt or has any proceeding pending or to S-P Murdy,
LLC's actual knowledge threatened in which it or its Affiliates may be adjudicated as bankrupt, or discharged
from any or all of its debts or obligations.
· No action, suit, proceedings, inquiry or investigations at law or in equity, before or by any court,
regulatory agency, public board-or body, i~pending (with service of process to S-P Murdy, LLC or an Affiliate
having been accomplished) against S-P Murdy, LLC or any Affiliate or to S-P Murdy, LLC's actual knowledge,
threatened, which if successful, would materially adversely affect the ability ofS-P Murdy, LLC to comp ete
the acquisition and development of the property expected to be owned within the District or to pay Special
Taxes, assessments or ad valorem tax obligations when due on its property within the District.
Estimated Special Tax Allocation by Property Ownership
[Based on the Appraisal, as of September 15, 2003, the taxable property consists of vacant land in two
separate ownerships. Grading is currently underway on the northerly or Phase 1 portion of the first develol~,ment.
Based on current ownership, Wolf Creek Development, LLC and S-P Murdy, LLC would be responsiole for
approximately 40% and 60%, respectively, of the estimated Fiscal Year 2004-05 Special Tax levy.
44
Assuming no parcels are categorized as Developed Property in Fiscal Year 2004-05, the projected Fiscal
Year 2004-05 Maximum Special Tax allocation for Undeveloped Property is $4,579,292.74 and the assigned
Special Tax allocation for Undeveloped Property is approximately $2,219,380.00. These amounts are estimates
based on the estimated debt service plus estimated administrative fees.
Direct and Overlapping Debt
Table 5 below sets forth the existingauthorized indebtedness payable from taxes and assessments that may
be levied within the District prepared by Albert A. Webb Associates and based on what was levied for Fiscal Year
2003-04 (the "Debt Report"). The Debt Report is included for general information purposes only. In certain cases,
the percentages of debt calculations are based on assessed values, which will change significantly as sales occur
and assessedvalues increase to reflect housing values. The District believes the information is current as of its
date, but makes no representation as to its completeness or accuracy. Other public agencies, such as the City, may
issue additional indebtedness at any time, without the consent or approval of the District or the Authority. See"
- Overlapping Assessment and Districts" below.
The Debt Report generally includes long term obligations sold in the public credit markets by public
agencies whose boundaries overlap the boundaries of the District in whole or in part. Such long term obligations
generally are not payable from property taxes, assessment or special taxes on land in the District. In many cases
long term obligations issued by a public agency are payable only from the general fund or other revenues of such
public agency. Additional indebtedness could be authorized by the District, the City or other public agencies at
any time.
The District has not undertaken to commission annual appraisals of the market value of property in the
District for purposes of its Annual Reportspursuant to the Continuing Disclosure Agreement, and information
regarding property values for purposes of a direct and overlapping debt analysis which may be contained in such
reports will be based on assessed values as determined by the County Assessor. See Appendix F hereto for the
form of the Continuing Disclosure Agreement.
46
Table 5
Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek)
Detailed Direct and Overlapping Debt
TOTAL PROPE R~D/TAX AS A PERCENTAGE OF FISCAL YEAR 2003-2004 ASSESSED VALUATION
III. Land Secured Bond Indebtedness
%
Outstandin~ Direct and Overlappin~ Bonded Debt T¥ce Issued Outstandinp Applicable
TOTAL OUTSTANDING AND UNISSUED LAND SECURED BONDED INDEBTEDNESS
IV. General Obligation Bond Indebtedness
%
Aulhori~d Direct and Overlappinp Bonded Debt Tppe Authorized Unissued Applicable
RCWD R DIV DEBT SERVICE GO $55,000,000 $10,640,000 0 508%
TEMECULA UNIFIED B & [ GO $65,000,CO0 $ - 0 145%
EMWD DIST U-8 GO $855,100,000 $5,100,0O0 0 209%
METROPOLITAN WTR DEBT SV GO $850,000,000 $ - 0000%
TOT4L UN1SS'UED GENERAL OBLIGATION BONDED DEBTw
$12,566,369
In CFD Amount
$41,668
$53,~5
$125,664
$8,382
$767
$1,508
$36,976
$67,709
$3,709
$3,518
$343,345
$263,751
$443,773
$707,524
$707,524
In CFD of Debt
$73,248
7 $41,826
7 $4,393
$129,590
Parcels Amount
In CFD Applicable
7 $54,036
7 $0
7 $10,678
? $0
$54,036
TOTAL OUTSTANDING AND UNISSUED GENERAL OBLIGATION BONDED INDEBTEDNESS $183,626
TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BOND DEBT $837,114
TOTAL OF ALL OUTSTANDING AND UNISSUED DIRECT AND OVERLAPPING BONDED DEBT $891,1 $0
~') Proceeds from CFD 03-03 will payoff the County Assessment District 159R and Assessment District 159S
assessment liens.
r:~ Additional bonded debt or available bond authorization may exist but is not shown because a tax was not levied
for the referenced fiscal year.
47
Estimated Assessed Value-to-Lien Ratios
The assessed values, direct and overlapping debt and total tax burden on individual parcels varies among
parcels within the District. The value of individual parcels is significant because in the event of a
~telincluency in the l~ayment of Special Taxes, the District may foreclose only against delinquent parcels,
As offSeptember 15, 2003, the l)arcels in the District have a value-to-lien ratio of approximately 4.31:1
calculate~l with resl)ect to the 2003 Bonds and excluding the overl.ap£in.e assessment debt relating to the
Prior Liens, exclu~ng general obligation bond debt and excluding the$2~,,O00, 000 to $30,000,000 ~Tffuture
special tax bonds proposed to be issued by Corem unity Facilities District No. 2003-1 of the Temecula "Valle~
Unified School UistrTct which is in the process of being formed -
* Preliminary, subject to change.
48
Table 6 below sets forth the value-to-lien analysis for the District as of the September 15, 2003,
appraisal date of value:
Tale 6
Tgme~ul~I Publiq ~ipa n ~in~A uthorit~
Commumty lqa~'pities D~tnct No.~3-03 (Wolf Creek)
value-to- 'Ch Analys's
(As of September 15, 20~ Appraisal Date of Value)
Properly Owner Planni Number Percent of Appraised
ng of Units Acreage°> Allocation Valuem
Area
Wolf Creek Development,, LLC William Lyon Homes, Inc IA 125 14 06 3 55% $6,515,000 $1.043,093
Wolf Creek Development, LLC Standard Pacific I B 92 18 97 4.79~A 7,220,000 1,407,359
Wolf Creek Dcvclopmcnt, LLC ~ropeny~nvestment,°°d$id Homcs fmL~nl eda lC 127 2527 635% 11,170,000 1,874,747
Wolf Creek Development, LLC /ContinentaI Reslden tild, Inc. ID 123 245I 619°A 11,880,000 1,818,364
~aci~c~{~al ek Development, LLC/Standa~dStandard Pacific IE 166 4126 1042% 17,830,000 3,061,024
lfCrek cv¢l ent LL thVoodside Woedsid Homes for eda ]F
~[3~ ~ ~o~ ~l~atm ~l°aP[~[op ~ ely ~nvestment, Property ~nvestment, LfidL~n --121 3484 880% 13,885t000 2,584,733
Subtotal - Phase I 754 15891 40 13% $68,500,000 $11,789,320
~opemy ~nveatment, LA~TM 151 22 25
(~1 None of the Mercha0,t, Bpilders referenced 0rq curretafly la, ndowners within the District, anO there q3n be nQ,gsstlrance
that each.of them will c~Qse escrow on thelr~OtS w~th~n the D~stnct at the t~mes mmcateoor at an. Classmcatmn of
p, rop~k'ty3pto~thes~ plannmg~reabprov, ide~d by Develop. er' and Deve~oper'.s Consultant. .
Izl rrov[o~ea ay ~eve~oper anq Deve~opqr s Lons~lt~nt aha oars not renect the parce~ configuratmn as of Nov. 2003.
o} rose e~oer 5 20 uasedo th A rasai
(4~ TA~e. actu[~[ ~pecl~t ~ax ~Jlocat o~'~r ~ s~l~ Yqar.20q4-05 .will be q. alculate, d pursuant to the l~ate and Met}).od ba~ed
on the parcelconDeuration atsuch time as neeqed to lew the Snec~al Tax vceamrement, which may not renect what
~5 shown IrLclpqles~Bonds tol?e issued by the D~strict; debt, as been allocatedbased on undeveloped tax rag, es atctual
relocation otdebt will vary aependmg on size of unit anacategorization as Developed Properly or Unaeve~opea
(5) ~[°eP~-ar~le 5 Direct and Oyerlap~ing DeN[Report provided by Albert A Webb Associates. Excltjdesi Coun~
As~essrr!ent Dlsmc[ dqbt wllicbw~ll be prqpm~d,wlth~rqceed~ of the 2003 Bon~ls and excludes Gep~r01 Ob [IgatlonBon~,
~[noebtectness. Exc~uaes debt by Temecma Valley Umfied ~choo/D~strict CFD No. 2003-1 wh~cn m m the process o~
t~e~ng fi ed. . , . .
Prgcee~s.r~om CFD 03.-03. will payoff the County Assessment Districts hens. Average value to hen per lot; actual
val~e to hen m07 vary by lot.
Preliminary, suoject t'o cnange.
Sources: Development Plans from Wolf Creek Development, LLC and S-P Murdy, LLC; Albert A Webb Associates;
Appraisal
49
Overlapping Assessment and Community Facilities Districts
Temecula Valley Unified School District. Temecula Valley Unified School District is in the process
of forming its Community Facilities District No. 2003-1 for construction of school facilities. Formation is
estimated by the Major Owners to be complete by February 2004. The boundaries of Community Facilities
District No. 2003-1 are expected to be co-terminus with the boundaries of the District. The proposed aggregate
amount of bonds which may be issued by the proposed Community Facilities District No. 2003-l is estimated
to range from $25,000,000 to $30,000,000. Such bonds are proposed to be issued in series over several years.
The first series of bonds is estimated to be issued in 2004.
Additional Debt Payable from Taxes or Assessments. The District has no control over the amount of
additional debt payable from taxes or assessments levied on all or a portion of the property within a special
district which may be incurred in the future by other governmental agencies, including, but not limited to, the
County, the City or any other governmental agency having jurisdiction over all or a portion of the property
within the District. Furthermore, nothing prevents the owners of property within the District from consenting
to the issuance of additional debt by other governmental agencies which would be secured by taxes or
assessments on a parity with the Special Taxes. To the extent such indebtedness is payable from assessments
other special taxes lev ed pursuant to the Act or taxes, such assessments, special taxes and taxes will be secured
by liens on the property within a district on a parity with a lien of the Special Taxes.
Accordingly, the debt on the property within the District could increase without any corresponding
increase in the value of the property therein, and thereby severely reduce the ratio that exists at the time the
2003 Bonds are issued between the value of the property and the debt secured by the Special Taxes and other
taxes and assessments which may be levied on such property. The incurring of such additional indebtedness
could also affect the ability and willingness of the property owners within the District to pay the Special Taxes
when due.
Moreover, in the event of a delinquency in the payment of Special Taxes, no assurance can be given
that the proceeds of any foreclosure sale of the properly with delinquent Special Taxes would be sufficient to
pay the delinquent Special Taxes. See "BONDOWNERS' RISKS."
Other Overlapping Direct Assessments
[UPDATE
Metropolitan Water District Standby. Property within the District is subject to a Metropolitan Water
District Standby ("MWD Standby") assessment. The MWD Standby assessment is fixed unless there is a vote
to increase the assessment. This pay-as-you-go assessment is used for water conservation programs emergency
programs, water treatment and cap ta improvements such as transporting water from Colorado and Northern
California to Southern California. The assessment levied for Fiscal Year 2002-03 is $6.94 per equivalent
dwelling unit.
Prior Liens; County of Riverside Assessment District No. 159R; County of Riverside Assessment
District No. 159 Supplemental. Property within the District is subject to a County of Riverside Assessment
DistrictNo 159R lien and the County ofRiverside Assessment DistrictNo. 159 Supplemental lien. Aportion
of the proceeds of the 2003 Bonds will be used to prepay the outstanding liens of Assessment District No. 159R
and Assessment District No. 159 Supplemental (i.e., the Prior Liens) relating to bonds previously issued with
respect to Assessment District No. 159R and a portion of the proceeds of the 2003 Bonds will be used to finance
facilities to which the non-bonded Assessment District No. 159 Supplemental lien pertains. The County has
agreed to release the Prior Liens when the 2003 Bonds are issued and the prepayment of the outstanding liens
is paid.
Transportation Uniform Mitigation Fee; Multi-Species Habitat Conservation Plan
The County of Riverside and the 14 cities in western Riverside County, including the City, adopted a
new transportation fee for development, which adds approximately $6,650 to every new single-family house
and approximately $4,600 to each future apartment or condominium unit in the County subject to credit for
a portion, if any, of transportation facility fees imposed by the County or applicable city which relates to
facilities encompassed within the new transportation fee. New retail, service and industrial development will
also be charged the transportation fee based on the square footage of new development ($8.90 per square foot
50
for retail, $5.08 per square foot for service and $1.65 per square foot for industrial). The fee was approved by
the County in February 2003. The fee was approved by the City on January 28, 2003, effective 61 days
thereafter. The fee was implemented by the other cities in the County between February 1, and June 1, 2003.
Cities may opt out of the fee, but then they will not be able to receive any money from Measure A, the County's
half-cent sales tax initiative. Extension of the term of Measure A was approved by the voters at the November
5, 2002 election. Measure A is estimated to cover more than 50% of the cost of maintaining .cities' roads and
streets. The half-cent sales tax program is now extended an additional 30 years and will expire in 2039. The
Appraisal is based in part on comparable land sales which occurred before implementation of the Transportation
Uniform Mitigation Fee. The effect of the Transportation Uniform Mitigation Fee on land values and sales
prices cannot be determined at this time. Due to pre-existing agreements, including the Development
Agreement, the property within the District is not subject to the Transportation Uniform Mitigation Fee.
The County of Riverside and the cities in western Riverside County [adopted] a new fee for the costs
of a Multiple Species Habitat Conservation Plan. The fee [has been adopted] and applies to new development.
The fee ranges from approximately $1,651 per home to $5,620 an acre for commercial property. Due to the
Development Agreement, the District is not expected to be subject to the proposed fee for Multiple Species
Habitat Conservation Plan or to be adversely affected thereby. The effect of the Multiple Species Habitat
Conservation Plan fee on land values and sales prices cannot be determined at this time.
Market Absorption Study
Empire Economics Corporation, the market absorption consultant (the "Market Absorption
Consultant"), has prepared a market analysis of the property in the District in its Market Absorption Study,
updated September 5, 2003 (Original Study: November 2002) (the "Market Absorption Study").
Based upon its analysis of the expected demographic-economic trends, the Market Consultant estimated
the District is expected to accommodate the apprommately 1,743 residential units at build-out by the end of
2011. (Subsequent to the preparation of the Market Absorption Report, the estimated number of custom lots
was reduced from 8 to 7 reducing the overall estimated lots to 1,742.) The Market Absorption Consultant's
estimated absorption rates of the different categories of residential units are as follows:
51
Table 7
Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek)
Projected Absorption
September 18, 2003
Rasidcn0al Product Types
Totals- Residential
Product Types/
Projects
$250-300K $300-335K $335-350K $350-400K $400-500K $600K+ Annually Cumul
Lol Size -
Minimum
3,000 5,000 5,500 6,500 6,500-8,000 20,000
Product
Characteristics:
Price -Avg. $275,010 $319,566 $344,900 $370,347 $404,950
Living Area - 2,052 2,561 2,800 3,101 3,551
Avg
Value Ratio - $134 $125 $123 $119 $114
Avg.
Total 276 641 126 411 281
Sham 15~8% 36 8% 7.2% 23 6% 16 1%
8 1,743'
0.5% 100.0%
100.0%
Absorption:
Pr~ect
2005 65 180 0 50 45 0 340 340
2006 65 180 0 50 45 0 340 680
2007 65 120 55 50 45 3 338 1,018
2008 65 120 55 50 45 3 338 1,356
2009 16 41 16 100 45 2 220 1,576
2010 0 0 0 100 45 0 145 1,721
2011 ~0 0 ~0 1~1 1~1 O 22 1,743
Totals 276 641 126 411 281 8 1,743'
Absorption:
Phase l
2005 65 Ig0 0 50 45 0 340 340
2006 60 162 0 50 45 0 317 657
2007 0 0 0 50 31 0 81 738
2008 0 0 0 16 0 0 16 754
2009 0 0 0 0 0 0 0 754
2010 0 0 0 0 0 0 0 754
2011 ~0 ~0 ~ ._.q0 0 ~ 0 754
Tolals 125 342 0 166 121 0 754
Absorption:
Phase2
2005 0 0 0 0 0 0 0 0
2006 5 18 0 0 0 0 23 23
2007 65 120 55 0 14 3 257 280
2008 65 120 55 34 45 3 322 602
2009 16 41 16 100 45 2 220 822
2010 0 0 0 100 45 0 145 967
2011 ~0 .~0 ~ 11 I~1 O 2~2 989*
52
Totals 151 299 126 245 160 8 989
*Subsequent to preparation of the Market Absorption Study, Wolf Creek Development, LLC's projected number of units
was reduced due to the reduction fi.om 8 to 7 custom lots, reducing the aggregate units to 1,742 from 1,743.
The Market Absorption Study is su,b, ject to a number of assumptions and limiting conditions. See
APPENDIX D- "Market Absorption Study for a discussion of the assumptions and limit conditions of the
Market Absorption Study.
Appraised Property Value
An appraisal prepared by an MAI appraiser of the land and existing improvements for the development
within the District dated September 22, 2003 (the "Appraisal"), has been prepared by Stephen G. White, MAI
of Fullerton, California (the "Appraiser") in connection with issuance of the 2003 Bonds. The purpose of the
appraisal was to estimate the market value of the taxable property by separate ownership, reflecting the as is
condition of the land, with the entitlements and approved tract maps. The Appraisal also reflects the proposed
District financing together with the overall tax rate to future homeowners of approximately 1.9%, including the
Special Taxes, and the special taxes of the proposed Temecula Valley Unified School District Community
Facilities District No. 2003-1. The subject property consists of vacant land in two separate ownerships which
at the time the Appraisal was prepared was planned for a total of approximately 1,743 dwelling units and two
commercial sites totaling 19.6 acres. (Subsequent to the preparation of the Appraisal, the estimated number
.of custom lots was reduced from 8 to 7 reducing the overall estimated lots to 1,742.) The Appraisal is based
on certain assumptions. Subject to these assumptions, the Appraiser estimated that the fee simple market value
of the Taxable Property within the District (subject to the lien of the Special Taxes) as of September 15, 2003,
was as follows:
Ownership Market Value
Wolf Creek Development, LLC
S-P Murdy, LLC
$68,500,000
58~070~000
$126,570,000
The Appraisal estimated the value of the property in the District as "finished lots," that is, lots that are
fully improved and ready for homes to be built. This reflects that the lots have had fine grading, all in-tract
streets and utilities have been completed and fees have been paid or credited (sewer, water, road, library, park,
school, etc.) up to the stage of pulling building permits (which, as described in "Property Ownership" above,
is not yet the condition of the property within the District), less the estimated cost to achieve finished lots (based
on the status of the development process as of September 15, 2003). The estimate of value was based on fee
simple ownership, subject only to easements of record and the lien of the Special Taxes and other special tax
and assessment liens.
With respect to Phase 1, the Appraiser estimated the aggregate value of the land as if in a finished
condition, being finished single family lots or rough graded superpads. This approach compares recent sales
of similar residential land in the general area to the subject property, considering pertinent differences from the
sales to the land. Then, a deduction is made for the estimated remaining costs and fees to get the land from its
as is condition to finished lots or superpads. In addition, a deduction is made for all remaining community
infrastructure cost which are the burden of the Merchant Builders, including grading, utilities, recreational
amenities, etc. With respect to Phase 2, the Appraiser used a discounted cash flow analysis which involved
the discounting of the projected net proceeds from assumed sales of the land over time.
The District makes no representation as to the accuracy or completeness of the Appraisal. See
Appendix C hereto for more information relating to the Appraisal.
The fee simple market value includes the value of extensive grading and infrastructure improvement
as of the date of value and the improvements to be financed by th,e 2003 Bonds. The market values reported
in the Appraisal result in an estimated value-to-lien ratio of 4.31:1 calculated with respect to the 2003 Bonds,
* Preliminary, subject to change.
53
excluding the overlapping assessment debt relating to the Prior Liens, excluding general obligation bond debt
and excluding the $25,000,000 to $30,000,000 offuture special tax bonds proposed to be issued by Community
Facilities District No. 2003-1 of the Temecula Valley Unified School District which is in the process of being
formed Theva~ue-t~-~ienrati~s~findividua~parce~swi~~differfr~mthef~reg~ingaggregateva~ue. SeeTable
6 - "Value-to-Lien Analysis" in "THE COMMUNITY FACILITIES DISTRICT - Value-to-Lien Ratios"
section. See "BONDOWNERS' RISKS - Burden of Parity Liens, Taxes and Other Special Assessments on
the Taxable Property" and "BONDOWNERS' RISKS - Appraised Values" herein and APPENDIX C -
"Summary Appraisal Report" appended hereto for further information on the Appraisal and for limiting
conditions relating to the Appraisal.
BONDOWNERS' RISKS
In addition to the other information contained in this Official Statement, the following risk factors
shouM be carefully considered in evaluating the investment quality of the 2OO3 Bonds. The vluthority cautions
pros[qective investors that this discussion does not purport to be comprehensive or definitive, the risk factors
are listed in no particular order of importance, and does not purport to be a complete statement of all factors
which may be considered as risks in evaluating the credit quality of the 2003 Bonds. The occurrence of one
or more of the events discussed herein could adversely affect the ability or willingness of property owners in
the District to pay their Special Taxes when due. Any such failure to pay Special Taxes could result in the
inability of the Authority to make full and punctual payments of debt service on the 2003 Bonds. In addition,
the occurrence of one or more of the events discussed herein could adversely affect the value of the property
in the District.
Risks of Real Estate Secured Investments Generally
The Bondowners will be subject to the risks generally incident to an investment secured by real estate,
including, without limitation, (i) adverse changes in local market conditions, such as changes in the market
value of real property in the vicinity of the District, the supply of or demand for competitive properties in such
area, and the market value of residential property and/or sites in the event of sale or foreclosure; (ii) chan~3es
in real estate tax rate and other operating expenses, governmental rules (including, without limitation, zoning
laws and laws relating to endangered species and hazardous materials) and fiscal policies; and (iii) natural
disasters (including, without limitation, earthquakes, wildfires and floods), which may result in uninsured
losses. A portion of the development is within an Alquist-Priolo Earthquake Fault Zone. The Specific Plan
reqmres an approximately 80 foot setback in which habitable structures may not be built in Specific Plan
Planning Areas 21 and 22 (Phases 2G and 2H) from the Wildomar fault for all structures. None of the school
sites lies within the Alquist-Priolo Earthquake Fault Zone.
The recent Fall 2003 wildfires in Riverside County did not directly impact property in the District.
Concentration of Ownership
As of the date hereof, the Major Owners are responsible for all of the Special Taxes. If any such entity
fails in its obligations under the applicable agreements or if any such entity is unwilling or unable to pay the
Sl?ecial Tax when due, a potential shortfall in the Bond Fund could occur, which would result in the depletion
otthe Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent
Special Taxes and, consequently, a delay or failure in payments of the principal of or interest on the 2003
Bonds.
No property owner is obligated in any manner to continue to own and/or develop any of the land it
presently owns within the District. The Special Taxes are not a personal obligation of the Major Owners, any
Merchant Builder or of any owner of the parcels, and the District can offer no assurance that any current owner
or any future owner will be financially able to pay such installments or that it will choose to pay even if
financially able to do so.
Failure to Develop Properties
Development of property within the District may. be subject to economic considerations and unexpected
delays, disruptions and changes which may affect the willingness and ability of the Major Owners or Merchant
Builders or any property owner to pay the Special Taxes when due.
54
Land development is also subject to comprehensive federal, State and local regulations. Approval is
required from various agencies in connection with the layout and design of developments, the nature and extent
of improvements, construction activity, land use, zoning, school and health requirements, as well as numerous
other matte,rs. Grading is currently underway on the northerly or first phase of development. See "Government
Approvals' below. It is possible that the approvals necessary to complete development of the property within
the District will not be obtained on a timely basis. Failure to obtain any such approval could adversely affect
land development operations within the District. In addition, there is a risk that future governmental restrictions
on land development within the District will be enacted, either directly by a govemmental entity with
jurisdiction or by the voters through the exercise of the initiative power.
The failure to complete the development or the required infrastructure in the District or substantial
delays in the completion of the development or the required infrastructure for the development due to litigation,
the inability to obtain required funding, failure to obtain necessary governmental approval or other causes may
reduce the value of the property within the District and increase the length of time during which Special Taxes
will be payable from Undeveloped Property, and may affect the willingness and ability of the owners of
property within the District to pay the Special Taxes when due. See "SECURITY FOR THE 2003 BONDS."
Bondowners should assume that any event that significantly impacts the ability to develop land in the
District would cause the property values within the District to decrease and could affect the willingness and
ability of the owners of land within the District to pay the Special Taxes when due.
Special Taxes Are Not Personal Obligations
The owners of land within the District are not personally liable for the payment of the Special Taxes.
Rather, the Special Tax is an obligation only of the land within the District. lfthe value of the land within the
District is not sufficient to fully secure the Special Tax, then the District has no recourse against the owners
under the laws by which the Special Tax has been levied and the 2003 Bonds have been issued.
The 2003 Bonds Are Limited Obligations of the District
The District has no obligation to pay principal of and interest on the Bonds in the event Special Tax
collections are delinquent, other than from amounts, if any, on deposit in certain funds and accounts held under
the Fiscal Agent Agreement, or funds derived from the tax sale or foreclosure and sale of parcels on which
levies of the Special Tax are delinquent, nor is the District obligated to advance funds to pay such debt service
on the Bonds.
Appraised Values
The Appraisal summarized in Appendix C hereto estimates the fee simple interest market value of the
Taxable Property within the District. This value is merely the present opinion of the Appraiser and is qualified
by the Appra set as stated in the Appraisal. The Authority has not sought the present opinion of any other
appraiser of the value of the Taxable Property. A different present opinion of such value might be rendered by
a different appraiser.
The opinion of value relates to sale by a willing seller to a willing buyer, each having similar
information and neither being forced by other circumstances to sell nor to buy. Consequently the opinion is
of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may
not have the benefit of full information.
In addition, the opinion is a present opinion. It is based upon present facts and circumstances.
Differing facts and circumstances may lead to differing opinions of value. The appraised market value is not
evidence of future value because future facts and circumstances may differ significantly from the present.
No assurance can be given that if any of the Taxable Property in the District should become delinquent
in the payment of Special Taxes, and he foreclosed upon, that such property could be sold for the amount of
estimated market value thereof contained in the Appraisal.
55
Land Development
A major risk to the Bondowners is that development by the property owners in the District may be
subject to unexpected delays, disruptions and changes which may affect the willingness and ability of the
property owners to pay Special Taxes when due. For example, proposed development within a portion of the
District could be adversely affected by delays in or the inability to obtain final environmental clearances
required in connection with particular parcels of property, unfavorable economic conditions, competing
development projects, an inability of the current owners or future owners of the parcels to obtain financing,
fluctuations in the real estate market or interest rates, unexpected increases in development costs, changes in
federal, state or local governmental policies relating to the ownership of real estate, faster than expected
depletion of existing water allocations, the appearance of previously unknown environmental impacts
necessitating preparation of a supplemental environmental impact report, and by other similar factors. There
can be no assurance that land development operations within the District will not be adversely affected by the
factors described above.
In addition, partially developed land is less valuable than developed land and provides less security
for the 2003 Bonds (and therefore to the Bondowners) should it he necessary for the District to foreclose on
undeveloped property due to the nonpayment of Special Taxes. Moreover, failure to complete future
development on a timely basis could adversely affect the land values of those parcels which have been
completed. Lower land values result in less security for the payment of principal of and interest on the 2003
Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special
Taxes.
Furthermore, an inability to develop the land within the District as planned will reduce the expected
diversity of ownership of land within the District, making thepayment of debt service on the 2003 Bonds more
dependent upon timely payment of the Special Taxes leviedon the undeveloped property. Because of the
concentration of undeveloped property ownership, the timely payment of the 2003 Bonds depends upon the
willingness and ability of the current owners of undeveloped land and any Merchant Builders to whom finished
lots are sold to pay the Special Taxes levied on the undeveloped land when due. Furthermore, continued
concentration of ownership increases the potential negative impact ora bankruptcy or other financial difficulty
experienced by the existing landowners. See "Concentration of Ownership" above.
Burden of Parity Liens, Taxes and Other Special Assessments on the Taxable Property
While the Special Taxes are secured by the Taxable Property, the security only extends to the value
of such Taxable Property that is not subject to priority and parity liens and similar claims.
The table in the section entitled "THE COMMUNITY FACILITIES DISTRICT - Direct and
Overlapping Debt" states the presently outstanding amount of governmental obligations (with stated
exclusions), the tax or assessment for which is or may become an obligation of one or more oftheparcels of
Taxable Property, and furthermore states the additional amount of general obligation bonds the tax for which,
if and when issued, may become an obligation of one or more of the parcels of Taxable Property. The table
does not specifically identify which of the governmental obligations are secured by liens on one or more of the
parcels of Taxable Property.
In addition, other govemmental obligations may be authorized and undertaken or issued in the future,
the tax, assessment or charge for which may become an obligation of one or more of the parcels of Taxable
Property and may be secured by a lien on a parity with the lien of the Special Tax securing the 2003 Bonds.
In general, the Special Tax and all other taxes, assessments and charges collected on the County tax
roll are on a parity, that is, are of equal priority. Questions of priority become significant when collection of
one or more of the taxes, assessments or charges is sought by some other procedure, such as foreclosure and
sale. In the event of proceedings to foreclose for delinquency of Special Taxes securing the 2003 Bonds, the
Special Tax will be subordinate only to existing prior governmental liens, if any. Otherwise, in the event of
such foreclosure proceedings, the Special Taxes will generally be on a parity with the other taxes, assessments
and charges, and will share the proceeds of such foreclosure proceedings on a pro-rata basis. Although the
Special Taxes will generally have priority over non-governmental liens on a parcel of Taxable Property,
regardless of whether the non-governmental liens were in existence at the time of the levy of the Special Tax
or not, this result may not apply in the case of bankruptcy.
56
While governmental taxes, assessments and charges are a common claim against the value of a parcel
of Taxable Property, other less common claims may be relevant. One of the most serious in terms of the
potential reduction in the value that may be realized to pay the Special Tax is a claim with regard to a hazardous
substance. See "Hazardous Substances" below.
Disclosure to Future Purchasers
The District has recorded a notice of the Special Tax lien in the Office of the Riverside County
Recorder on ,2003, as Document No. 2003- . While title companies normally refer to such
notices in title reports there can be no guarantee that such reference will be made or, if made, that a prospective
purchaser or lender will consider such Special Tax obligation in the purchase of a parcel oftand or a home n
the District or the lending of money thereon. The Act requires the subdivider (or its agent or representative)
of a subdivision to notify a prospective purchaser or long-term lessor of any lot, parcel, or unit subject to a
Mello-Roos special tax of the existence and maximum amount of such special tax using a statutorily prescribed
form. California Civil Code Section 1102.6b requires that in the case of transfers other than those covered by
the above requirement, the seller must at least make a good faith effort to notify the prospective purchaser of
the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the
above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of
the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special
Tax when due.
Government Approvals
The current landowners or their predecessors have secured most discretionary approvals, permits and
government entitlements necessary to develop the land within the District. Nevertheless, development within
the District is contingent upon the construction of a number of major public improvements as well as the
necessary local in-tract improvements. The installation of the necessary improvements and infrastructure is
subject to the receipt of construction or building permits from the City and other public agencies. The failure
to obtain any such approval could adversely affect construction within the District. A slow down or stoppage
of the construction process could adversely affect land values. No assurance can be given that permits will be
obtained in a timely fashion, if at alt. The failure to do so may result in the prevention, or significant delays
in the development of the property within the District or portions thereof. See "Failure to Develop Properties"
herein.
Local, State and Federal Land Use Regulations
There can be no assurance that land development operations within the District will not be adversely
affected by future government policies, including, but not limited to, governmental policies which directly or
indirectly restrict or control development. During the past several years, citizens of a number of local
communities in California have placed measures on the ballot designed to control the rate of future
development. During the past several years, state and federal regulatory agencies have significantly expanded
their involvement in local land use matters through increased regulatory enforcement of various environmental
laws, including the Endangered Species Act, the Clean Water Act and the Clean Air Act, among others. Such
regulations can substantially impair the rate and amount of development without requiring just compensation
unless the effect of the regulation is to deny all economic use of the affected property. Bondowners should
assume that any event that significantly impacts the ability to construct homes on land in the District could
cause the land values within the District to decrease substantially and could affect the willingness and ability
of the owners of land to pay the Special Taxes when due or to proceed with development of land in the District.
See "Failure to Develop Properties" herein.
Endangered and Threatened Species
It is illegal to harm or disturb any. plants or animals in their habitat that have been listed as endangered
species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the
California Fish & Game Commission under the California Endangered Species Act without a permit. Thus,
the presence of an endangered plant or animal could delay development of undeveloped property in the District
or reduce the value of undeveloped property. Failure to develop the undeveloped property in the District as
planned, or substantial delays in the completion of the planned development otthe property may increase the
amount of Special Taxes to be paid by the owners of undeveloped property and affect the willingness and
57
ability of the owners of property within the District to pay the Special Taxes when due. See "THE
COMMUNITY FACILITIES DISTRICT - Environmental Conditions."
Hazardous Substances
While governmental taxes, assessments, and charges are a common claim against the value ora taxed
parcel other less common claims may be relevant. One of the most serious in terms of the potential reduction
In the value that may be realized to pay the Special Tax is a claim with regard to hazardous substances. In
general, the owners and operators of parcels within the District may be required by law to remedy conditions
of the parcels related to the releases or threatened releases of hazardous substances. The federal Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, sometimes referred to as "CERCLA' or
the "Superfund Act," is the most well-known and widely applicable of these laws, but California laws with
regard to hazardous substances are also stringent and similar. Under many of these laws, the owner (or
operator) is obligated to remedy a hazardous substances condition of a property whether or not the owner (or
operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should
any parcel within the District be affected by a hazardous substance, would be to reduce the marketability and
value of the parcel by the costs of remedying the condition, because the owner (or operator) is obligated to
remedy the condition. Further, such liabilities may arise not simply from the existence ora hazardous substance
but from the method of handling or disposing of it. All of these possibilities could significantly affect the
financial and legal ability of a property owner to develop the affected parcel or other parcels, as well as the
value of the property that is realizable upon a delinquency and foreclosure.
The assessed value of the property within the District does not take into account the possible reduction
in marketability and value of any of the parcels of Taxable Property by reason of the possible liability of the
owner (or operator) for the remedy of a hazardous substance condition of the parcel. The District has not
independently verified and is not aware that the owner (or operator) of any of the parcels of Taxable Property
has such a current liability with respect to any such parcels of Taxable Property, except as expressly noted.
However, it is possible that such liabilities do currently exist and that the District is not aware of them. See
"THE COMMUNITY FACILITIES D1STRICT - Environmental Conditions" for a description of the prior
agricultural use of the property and the removal of underground storage tanks in 1988 and 1994 in accordance
with then applicable procedures.
Further, it is possible that liabilities may arise in the future with respect to any of the parcels of Taxable
Property resulting from the existence, currently, on the parcel ora substance presently classified as hazardous
but which has not been released or the release of which is not presently threatened, or may arise in the future
resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but
which may in the future be so classified. Further, such liabilities may arise not simply from the existence of
a hazardous substance but from the method of handling or disposing of it. All of these possibilities ,,c, ould
significantly affect the value ora parcel of Taxable Property that is realizable upon a delinquency. See THE
COMMUNITY FACILITIES DISTRICT- Environmental Conditions" herein for a description of the prior use
of the property.
Levy and Collection of the Special Tax
The principal source of payment of principal of and interest on the 2003 Bonds is the proceeds of the
annual levy and collection of the Special Tax against property within the District. The annual levy of the
Special Tax is subject to the maximum tax rates authorized. The levy cannot be made at a higher rate even if
the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together
with other available funds, will not be sufficient to pay debt service on the 2003 Bonds. Other funds which
might be available include funds derived from the payment of penalties on delinquent Special Taxes and funds
derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent.
The levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of
particular taxed parcels and the amount of the levy of the Special Tax against such parcels. Thus, there will
rarely, if ever, be a uniform relationship between the value of such parcels and the proportionate share of debt
service on the 2003 Bonds, and certainly not a direct relationship.
The Special Tax levied in any particular tax year on a parcel of Taxable Property is based upon the
revenue needs and application of the Rate and Method. Application of the Rate and Method will, in turn, be
dependent upon certain development factors with respect to each parcel of Taxable Property by comparison
58
with similar development factors with respect to the other parcels of Taxable Property within the District. Thus,
in addition to annual variations of the revenue needs from the Special Tax, the following are some of the factors
which might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the
Special Tax that might otherwise be expected:
(1) Reduction in the number of parcels of Taxable Property, for such reasons as acquisition
of parcels of Taxable Property by a government and failure of the government to pay the Special Tax
based upon a claim of exemption or, in the case of the federal government or an agency thereof,
immunity from taxation, thereby resulting in an increased tax burden on the remaining parcels of
Taxable Property.
(2) Failure of the owners of parcels of Taxable Property to pay the Special Tax and delays
in the collection of or inability to collect the Special Tax by tax sale or foreclosure sale of the
delinquent parcels, thereby resulting in an increased tax burden on the remaining parcels.
Except as set forth above under "SECURITY FOR THE 2003 BONDS - Special Taxes" and "- Rate
and Method" herein, the Fiscal Agent Agreement provides that the Special Tax is to be collected in the same
manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for
foreclosure described in "SECURITY FOR THE 2003 BONDS - Proceeds of Foreclosure Sales" and in the
Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is
provided rot ad valorem property taxes. Pursuant to these procedures, if taxes are unpaid, the property is then
is subject to sale by the District.
In addition, the Rate and Method limits the increase of Special Taxes levied on parcels of Developed
Property to cure delinquencies of other property owners in the District. See "SECURITY FOR THE 2003
BONDS - Rate and Method" herein.
Insufficiency of the Special Tax
The principal source of payment of principal of and interest on the 2003 Bonds is the proceeds of the
annual levy and collection of the Special Tax against property within the District. The annual levy of the
Special Tax is subject to the maximum tax rates authorized. The levy cannot be made at a higher rate even if
the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together
with other available funds, will not be sufficient to pay debt service on the 2003 Bonds. Other funds which
might be available include funds derived from the payment of penalties on delinquent Special Taxes and funds
derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent.
The levy of the Special Tax will rarely if ever result in a uniform relationship between the value of
particular Taxable Property and the amount of the levy of the Special Tax against such parcels. Thus, there will
rarely, if ever, be a unifor~n relationship between the value of such parcels and the proportionate share of debt
service on the 2003 Bonds, and certainly not a direct relationship.
The Special Tax levied in any particular tax year on a Taxable Property is based upon the revenue
needs and the application of the Rate and Method including the effects of the applicable Zone's Minimum
Annual Special Tax Requirement. Application of the Rate and Method will, in tum, be dependent upon certain
development factors with respect to each Taxable Property by comparison with similar development factors
with respect to the other Taxable Property within the District. Thus, in addition to annual variations of the
revenue needs from the Special Tax, the following are some of the factors which might cause the levy of the
Special Tax on any particular Taxable Property to vary from the Special Tax that might otherwise be expected:
(1) Reduction in the amount of Taxable Property, for such reasons as acquisition of
Taxable Property by a government and failure of the government to pay the Special Taxbased upon
a claim of exemption or, in the case of the federal government or an agency thereof, immunity from
taxation, thereby resulting in an increased tax burden on the remaining parcels of Taxable Property;
or
(2) Failure of the owners of Taxable Property to pay the Special Tax and delays in the
collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent
parcels, thereby resulting in an increased tax burden on the remaining parcels of Taxable Property in
the applicable Zone.
59
Except as set forth above under "SECURITY FOR THE 2003 BONDS - Special Taxes" and "- Rate
and Method" herein, the Fiscal Agent Agreement provides that the Special Tax is to be collected in the same
manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for
foreclosure described in "SECURITY FOR THE 2003 BONDS - Proceeds of Foreclosure Sales" and in the
Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is
provided for advalorem property taxes. Pursuant to these procedures, if taxes are unpaid for a period of five
years or more, the property is subject to sale by the County.
In the event that sales or foreclosures of property are necessary, there could be a delay in payments to
owners of the 2003 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the
Authority of the proceeds of sale if the Reserve Fund is depleted. See "SECURITY FOR THE 2003 BONDS -
Proceeds of Foreclosure Sales."
Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and Method (see
"SECURITY FOR THE 2003 BONDS - Rate and Method" heroin). In addition, the Act provides that
~roperties or entities of the state, federal or local government are exempt from the Special Tax; prov ded,
owever, that property within the District acquired by a public entity through a negotiated transaction or by gift
or devise, which ~s not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax.
It is possible that property acquired by a public entity following a tax sale or foreclosure based upon failure to
pay taxes could become exempt from the Special Tax. In addition, although the Act provides that if property
subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation
to pay the Special Tax with respect to that property is to be treated as if it were a special assessment, the
constitutionality and operation of these provisions of the Act have not been tested, mean ng that such property
could become exempt from the Special Tax. In the event that additional property is dedicated to the City or
other public entities, this additional property might become exempt from the Special Tax.
The Act further provides that no otherproperties or entities are exempt from the Spec a Tax un ess
the properties or entities are expressly exemptedin a resolution of consideration to levy a new special tax or
to alter the rate or method of apportionment of an existing special tax.
Depletion of Reserve Fund
The Reserve Fund is to be maintained at an amount equal to the Reserve Requirement (see
"SECURITY FOR THE 2003 BONDS - Reserve Fund" herein). Funds in the Reserve Fund may be used to
pay principal of and interest on the 2003 Bonds in the event the proceeds of the levy and collection of the
Special Tax against property within the District is insufficient. If funds in the Reserve Fund for the 2003 Bonds
are depleted, the funds can be replenished from the proceeds of the levy and collection of the Special Tax that
are in excess of the amount required to pay all amounts to be paid to the Bondowners pursuant to the Fiscal
Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as
the proceeds that are collected from the levy of the Special Tax aga nst property within the District at the
maximum tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus it
is possible that the Reserve Fund will be depleted and not be replenished by the levy of thc Special Tax.
Potential Delay and Limitations in Foreclosure Proceedings
The payment of property owners' taxes and the ability of the District to foreclose the lien of a
delinquent unpaid Special Tax pursuant to its covenant to pursue iud c a force osure proceedings, may be
limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State
relating to judicial foreclosure. See "SECURITY FOR THE 2003 BONDS - Proceeds of Foreclosure Sales"
and "BONDOWNERS' RISKS - Bankruptcy and Foreclosure Delay" herein. In addition, the prosecution of
a foreclosure could be delayed duc to many reasons, including crowded local court calendars or lengthy
procedural delays.
The ability of the District to collect interest and penalties specified by State law and to foreclose against
properties having delinquent Special Tax installments may be limited in certain respects with regard to
properties in which the Federal Deposit Insurance Corporatmn (the "FDIC") has or obtains an interest. The
FDIC would obtain such an interest by taking over a financial institution which has made a loan which is
secured by property within the District.
60
The FDIC has adopted a policy statement regarding the payment of state and local real property taxes
(the "Policy Statement") which provides that the FDIC intends to pay valid real property taxes, interest and
penalties, in accordance with state law, on property which at the time of the tax levy is owned by a financial
~nstitution in an FDIC receivership, unless abandonment of the FDIC interest is determined to be appropriate.
However, the Policy Statement is unclear as to whether the FDIC considers special taxes such as the Special
Taxes to be "real property taxes" which it intends to pay. Furthermore, the Policy Statement provides that with
respect to parcels on which the FD1C holds a mortgage lien, it will not permit its lien to be foreclosed by a
taxing authority without its specific consent, and that it will not pay or recognize liens for any penalties, fines,
or similar claims imposed for the non-payment of taxes.
The Authority and the District are unable to predict what effect the application of the Policy Statement
would have in the event ora delinquency on a parcel within the District in which the FDIC has or obtains an
interest, although prohibiting the lien of the FDIC to be foreclosed at a judicial foreclosure sale would likely
reduce or eliminate the persons willing to purchase a parcel at a foreclosure sale.
In addition, potential investors should be aware that judicial foreclosure proceedings are not summary
remedies and can be subject to significant procedural and other delays caused by crowded court calendars and
other factors beyond control of the Authority or the District. Potential investors should assume that under
current conditions, it s est mated that ajud c a foreclosure of the lien of Special Taxes will take up to two or
three years from initiation to the lien foreclosure sale. At a Special Tax lien foreclosure sale, each parcel will
be sold for not less than the "minimum bid amount" which is equal to the sum of all delinquent Special Tax
installments, penalties and interest thereon, costs of collection (including reasonable attorneys' fees), 13ost-
judgment interest and costs of sale. Each parcel is sold at foreclosure for~he amounts secured7 by the gp'ecial
Tax lien on such parcel and multiple parcels may not be aggregated in a single "bulk" foreclosure sale. If any
parcel fa Is to obta'n a 'minimum bid," the Author'ty may, but's not obi'gated to, seek superior court approv~i
to sell such parcel at an amount less than the minimum bid. Such Superior Court approval requires the consent
of the owners of 75% of the aggregate principal amount of the Outstanding Bonds.
Bankruptcy and Foreclosure Delay
The payment of Special Taxes and the ability of the District to foreclose the lien of a delinquent
Special Taxes as discussed in the section herein entitled "SECURITY FOR THE 2003 BONDS" may be limited
by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the State relating
to judicial foreclosure. In addition, the prosecution of a judicial foreclosure may be delayed due to congested
local court calendars or procedural delays.
The various legal opinions to be delivered concurrently with the delivery of the 2003 Bonds (including
ond Counsel s approwng legal op~mon) w~ll he quahfied, as to the enforceablhty of the various legal
instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights
of creditors generally.
Although bankruptcy proceedings would not cause the obligation to pay the Special Tax to become
extinguished, bankruptcy of a property owner or of a partner or other equity owner of a property owner, could
result in a stay of enforcement of the lien for the Special Taxes, a delay in prosecuting Superior Court
foreclosure proceedings or adversely affect the ability or willingness of a property owner to pay the Special
Taxes and could result in the possibility of delinquent Special Taxes not being paid in full. In addition, the
amount of any lien on property securing the payment of delinquent Special Taxes could be reduced if the value
of the property were determined by the bankruptcy court to have become less than the amount of the lien, and
the amount of the delinquent Special Taxes in excess of the reduced lien could then be treated as an unsecured
claim by the court. Any such stay of the enforcement of the lien for the Special Tax, or any such delay or non-
payment, would increase the likelihood of a delay or default in payment of the principal of and interest on the
2003 Bonds and the possibility of delinquent Special Taxes not being paid in full Moreover, amounts received
upon foreclosure sales may not be sufficient to fully discharge delinquent installments. To the extent that a
s~gnificant percentage of the property in the District is owned by any major landowner, any Merchant Builders
or any other property owner, and such owner is the subject of bankruptcy proceedings, the payment of the
Special Tax and the ability of the Authority to foreclose the lien of a delinquent unpaid Special Tax could be
extremely curtailed by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws
of the State relating to judicial foreclosure.
61
On July 30, 1992, the United States Court of Appeals for the Ninth circuit issued its opinion in a
bankruptcy case entitled In re Glasply Marine Industries. In that case, the court held that ad valorem property
taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a
petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on the property.
The court upheld the priority of unpaid taxes imposed after the filing of the bankruptcy petition as
"administrative expenses" of the bankruptcy estate, payable after all secured creditors. As a result, the secured
creditor was to foreclose on the property and retain all of the proceeds of the sale except the amount of the pre-
petition taxes.
According to the court's ruling, as administrative expenses, post-petition taxes would have to be paid,
assuming that the debtor has sufficient assets to do so. In certain circumstances, payment of such administrative
expenses may be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through
foreclosure or otherwise) it would at that time become subject to current ad valorem taxes.
The Act provides that the Special Taxes are secured by a continuing lien, which is subject to the same
lien priority in the case of delin~luency as ad valorem taxes. No case law exists with respect to how a
bankruptcy court would treat the lien for the Special Taxes levied after the filing of a petition in bankruptcy.
Glasply is controlling precedent for bankruptcy courts in the State. If the Glasply precedent was applied to the
levy of the Special Tax, the amount of Special Tax received from parcels whose owners declare bankruptcy
could be reduced.
It should also be noted that on October 22, 1994, Congress enacted 11 U.S.C. Section 362(b)(18),
which added a new exception to the automatic stay for ad valorem property taxes imposed by a political
subdivision after the filing ora bankruptcy petition. Pursuant to this new provision of law, in the event of a
bankruptcy petition filed on or after October 22, 1994, the lien for ad valorem taxes in subsequent fiscal years
will attach even if the property ispart of the bankruptcy estate. Bondowners should be aware that the potential
effect of I 1 U.S.C. Section 362(b)(18) on the Special Taxes depends upon whether a court were to determine
that the Special Taxes should be treated like ad valorem taxes for this purpose.
Payments by FDIC and Other Federal Agencies
The ability of the Authority to collect interest and penalties specified by state law and to foreclose the
lien of delinquent Special Taxes may be limited in certain respects with regard to properties in which the FDIC,
the Drug Enforcement Agency, the Internal Revenue Service or other similar federal governmental agencies
has or obtains an interest.
Specifically, with respect to the FDIC, on June 4, 1991, the FDIC issued a Statement of Policy
Regarding the Payment of State and Local Property Taxes (the "1991 Policy Statement"). The 199l Policy
Statement was revised and superseded by a new Policy Statement effective January 9, 1997 (the "Policy
Statement"). The Policy Statement provides that real property owned by the FDIC is subject to state and local
real property taxes only if those taxes are assessed according to the property's value, and that the FDIC is
immune from real properly taxes assessed on any basis other than property value. According to the Policy
Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay
claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly
administration of the institution's affairs, unless abandonment of the FDIC's interest in the property is
appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under
state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any
amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property
taxes (including interest) on FD1C owned property are secured by a valid lien (in effect before the property
became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no
property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC's
consent. In addition, the FD1C will not permit a lien or security interest held by the FDIC to be eliminated by
foreclosure without the FD1C's consent.
The Policy Statement states that the FDIC generally will not pay non ad valorem taxes, including
special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that
the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it
purports to secure the .payment of any such amounts. Special taxes imposed under the Act and a special tax
formula which determines the special tax due each year, are specifically identified in the Policy Statement as
being imposed each year and therefore covered by the FDIC's federal immunity. With respect to property in
62
California owned by the FDIC on January 9, 1997 and that was owned by the RTC on December 31, 1995, or
that became the property of the FDIC through foreclosure of a security interest held by the RTC on that date,
the FDIC will continue the RTC',s prior practice of paying special taxes imposed pursuant to the Act if the taxes
were imposed prior to the RTC s acquisition of an interest in the property. All other special taxes may be
challenged by the FDIC.
The FDIC has filed claims against the County of Orange with respect to Mello-Roos District special
taxes in the United States Bankruptcy Court and in Federal District Court in which the FDIC has taken a
position similar to the position outlined in the Policy Statement. While all of such claims have not been
resolved, the Bankruptcy Court has issued a tentative ruling in favor of the FDIC on certain of such claims.
The County of Orange has appealed such ruling and the FDIC has cross-appealed. The decision of the United
States Court of Appeals for the 9th Circuit (the "9th Circuit Court") was filed on August 28, 2001. In its
decision, the Court stated that the FDIC, as a federal agency, is exempt from the Mello-Roos Special Tax. The
FDIC has also filed suit (the "post-bankruptcy" suit) regarding special taxes imposed after 1994. However,
such action has been stayed pending resolution of the 9th Circuit Court appeal by the FDIC regarding the
bankruptcy case. The post-bankruptcy suit has recently been consolidated with the cases filed by the FDIC
against other California counties and is pending in the United States District Court in Los Angeles. The FDIC
has filed a motion to lift the bankruptcy stay.
The Authority is unable to predict what effect the application of the Policy Statement would have in
the event of a delinquency on a parcel within the District in which the FDIC has or obtains an interest, although
prohibiting the lien of the FD1C to be foreclosed at a judicial foreclosure sale would reduce or eliminate ti~e
persons willing to purchase a parcel at a foreclosure sale. Bondowners should assume that the District will be
unable to foreclose on any parcel owned by the FDIC. Such an outcome could cause a draw on the Reserve
Fund and perhaps, ultimately, a default in payment on the 2003 Bonds. Based upon the secured tax roll as of
January 1,2003, the FDIC does not presently own any of the property in the District. The Authority expresses
no view concerning the likelihood that the risks described above will materialize while the 2003 Bonds are
outstanding.
Payment of Special Tax Not a Personal Obligation of the Property Owners
An owner of Taxable Property is not personally obligated to pay the Special Tax. Rather, the Special
Tax is an obligation only against the parcels of Taxable Property. If the value of the parcels of Taxable
Property is not sufficient, taking into account other obligations also payable thereby to fully secure the Special
Tax, the District has no recourse against the owner.
Factors Affecting Parcel Values and Aggregate Value
Geologic, Topographic and Climatic Conditions. The value of the Taxable Property in the District
in the future can be adversely affected by a variety of additional factors, particularly those which may affect
infrastructure m~d other public improvements and private improvements on the parcels of Taxable Property and
the continued habitabihty and enjoyment of such private improvements. Such additional factors include,
without limitation, geologic conditions such as earthquakes and volcanic eruptions, topographic conditions such
as earth movements, landslides, liquefaction, floods or fires, and climatic conditions such as tornadoes,
droughts, and the possible reduction in water allocation or availability. It can be expected that one or more of
such conditions may occur and may result in damage to improvements of varying seriousness, that the damage
may entail significant repair or replacement costs and that repair or replacement may never occur either because
of the cost or because repair or replacement will not facilitate habitability or other use, or because other
considerations preclude such repair or replacement. Under any of these circumstances, the value of the parcels
of Taxable Property may well depreciate or disappear.
Seismic Conditions. The District, like all California communities, may be subject to unpredictable
seismic activity. The occurrence of seismic activity in the District could result in substantial damage to
properties in the District which, in turn, could substantially reduce the value of such properties and could affect
the ability or willingness of the property owners to pay their Special Taxes. Any major damage to structures
as a result of seismic activity could result in greater reliance on undeveloped property in the payment of Special
Taxes. A portion of the development is within an Alquist-Priolo Earthquake Fault Zone. The Specific Plan
requires an approximately 80 foot setback in which habitable structures may not be built in Specific Plan
Planning Areas 21 and 22 (Phases 2G and 2H) from the Wildomar fault for all structures. None of the school
sites lies within the Alquist-Prioto Earthquake Fault Zone.
63
Legal Requirements. Other events which may affect the value of a parcel of Taxable Property in the
District include changes in the law or application of the law. Such changes may include, without limitation,
local growth control initiatives, local utility connection moratoriums and local application ofstatewide tax and
governmental spending limitation measures.
No Acceleration Provisions
The 2003 Bonds do not contain a provision allowing for the acceleration of the 2003 Bonds in the
event ora payment default or other default under the terms of the 2003 Bonds or the Fiscal Agent Agreement.
Pursuant to the Fiscal Agent Agreement, a Bondowner is given the right for the equal benefit and protection
of all Bondowners similarly situated to pursue certain remedies (see APPENDIX E - "Summary of Certain
Provisions of the Fiscal Agent Agreement" herein). So long as the 2003 Bonds are in book-entry form, DTC
will be the sole Bondowner and will be entitled to exercise all rights and remedies of Bondowners.
Community Facilities District Formation
California voters, on June 6, 1978, approved an amendment ("Article XII1A") to the California
Constitution. Section 4 of Article XIllA, requires a vote of two-thirds of the qualified electorate to impose
"svecial taxes "or any additional advalorem, sales or transaction taxes on real property. At an election held
vt/rsuant to the Act 'more than two-thirds of the qualified electors within the District, consisting of the
landowners within the boundaries of the District, authorized the District to incur bonded ndebtedness to finance
the development of the property within the District and approved the Rate and Method of Apportionment. The
Supreme Court of the State has not yet decided whether landowner elections (as opposed to resident elections)
satisfy requirements of Section 4 of Article XlllA, nor has the Supreme Court decided whether the special taxes
of a District constitute a "special tax" for purposes of Article XlllA.
Section 53341 of the Act requires that any action or proceeding to attack, review, set aside, void or
annul the levy of a special tax or an increase in a special tax pursuant to the Act shall be commenced within 30
days after the special tax is approved by the voters. No such action has been filed with respect to the Special
Tax.
Billing of Special Taxes
A special tax formula can result in a substantially heavierproperty tax burden being imposed upon
properties within a District than elsewhere in a city or county, anti this in turn can lead to problems in the
collection of the special tax. In some Districts the taxpayers have refused to pay the special tax and have
commenced litigation challenging the special tax, the District and the bonds issued by the District.
Under provisions of the Act, the Special Taxes are billed to the properties within the District which
were entered on the Assessment Roll of the County Assessor by January 1 of the previous fiscal year on the
regular property tax bills sent to owners of such properties. Such Special Tax installments are due and payable,
and bear the same penalties and interest for non-payment, as do regular property tax installments. These Special
Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness
or inability ofa prope..r[y owner to pay regular property tax bills as evidenced by property tax delinquencies may
also indicate an unwilbngness or ~nability to make regular property tax payments and installment payments of
Special Taxes in the future. See "SECURITY FOR THE 2003 BONDS - Proceeds of Foreclosure Sales," for
a discussion of the provisions which apply, and procedures which the District is obligated to follow, in the event
of delinquency in the payment of installments of Special Taxes.
Collection of Special Tax
In order to pay debt service on the 2003 Bonds, it is necessary that the Special Tax levied against land
within the District be paid in a timely manner. The District has covenanted in the Fiscal Agent Agreement
under certain conditions to institute foreclosure proceedings against property with delinquent Special Tax in
order to obtain funds to pay debt service on the 2003 Bonds. If foreclosure proceedings were instituted, any
mortgage or deed of trust holder could, but would not be required to, advance the amount of the delinquent
Special Tax to protect its security interest. In the event such superior court foreclosure is necessary, there could
be a delay in principal and interest payments to the Bondowners pending prosecution of the foreclosure
proceedings and receipt of the proceeds of the foreclosure sale, if any. No assurances can be given that the real
64
property subject to foreclosure and sate at a judicial foreclosure sale will be sold or, if sold, that the proceeds
of such sale will be sufficient to pay any delinquent Special Tax installment. Although the Act authorizes the
Authority as the Governing Board of the District to cause such an action to be commenced and diligently
pursued to completion, the Act does not specify the obligations of the Governing Board with regard to
purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale if there is no other
purchaser at such sale. See "SECURITY FOR THE 2003 BONDS - Proceeds of Foreclosure Sales."
Right to Vote on Taxes Act
An initiative measure commonly referred to as the "Right to Vote on Taxes Act" (the "Initiative") was
approved by the voters of the State at the November 5, 1996 general election. The Initiative added Article
XIIIC ("Article XIIIC") and Article XllID to the California Constitution. According to the "Title and
Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the authority of
local governments to impose taxes and property-related assessments, fees and charges." The provisions of the
Initiative have not yet been interpreted by the courts, although a number of lawsuits have been filed requesting
the courts to interpret various aspects of the Initiative.
Among other things, Section 3 of Article XIII states that".., the initiative power shall not be
prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge."
The Act provides for a procedure, which includes notice hearing, protest and voting requirements to alter the
rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body from
adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged
to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or
termination ofthe special tax would not interfere with the timely retirement of that debt. On July 1, 1997, a
bill signed into law by the Governor of the State enacting Government Code Section 5854, which states that:
"Section 3 of Article XIIIC of the California Constitution, as adopted at the
November 5, 1996, general election, shall not be construed to mean that any
owner or beneficial owner of a municipal security, purchased before or after
that date, assumes the risk of, or in any way consents to, any action by
initiative measure that constitutes an impairment of contractual rights
protected by Section I0 of Article 1 of the United States Constitution."
Accordingly, although the matter is not free from doubt, it is likely that the Initiative has not conferred
on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely
retirement of the 2003 Bonds.
It may be possible, however, for voters or the District to reduce the Special Taxes in a manner which
does not interfere with the timely repayment of the 2003 Bonds but which does reduce the maximum amount
of Special Taxes that may be levied in any year below the existing levels. Therefore, no assurance can be given
with respect to the levy of Special Taxes for Administrative Expenses. Furthermore, no assurance can be given
with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the timely
retirement of the 2003 Bonds.
Like its antecedents, Proposition 218 is likely to undergo both judicial and legislative scrutiny before
its impact on the District and its obligations can be determined. Certa n provis ons of Proposition 218 may be
.examined by the courts for their constitutionality under both State and federal constitutional law. The District
m not able to predict the outcome of any such examination.
The foregoing discussion of Proposition 218 should not be considered an exhaustive or authoritative
treatment of the issues. The District does not expect to be in a position to control the consideration or
disposition of these issues and cannot predict the timing or outcome of any judicial or legislative activity in this
regard. Interim rulings, final decisions, legislative proposals and legislative enactments may all affect the
impact of Proposition 218 on the 2003 Bonds as well as the market for the 2003 Bonds. Legislative and court
calendar delays and other factors may prolong any uncertainty regarding the effects of Proposition 218.
65
Ballot Initiatives and Legislative Measures
The Initiative was adopted pursuant to a measure qualified for the ballot pursuant to California's
constitutional initiative process and the State Legislature has in thepast enacted legislation which has altered
the spending limitations or established minimum funding provisions for particular activities. From time to time,
other initiative measures could be adopted by California voters or legislation enacted by the State Legislature.
The adoption of any such initiative or enactment of legislation might place limitations on the ability of the State,
the County, the City, the District or local districts to increase revenues or to increase appropriations or on the
ability of a property owner to complete the development of the property.
Limited Secondary Market
There can be no guarantee that there will be a secondary market for the 2003 Bonds or, ifa secondary
market exists, that such 2003 Bonds can be sold for any particular price. Although the Authority, the District
and the Major Owners have committed to provide certain statutorily-required financial and operating
information, there can be no assurance that such information will be available to Bondowners on a timely basis.
The failure to provide the annual financial and operating information does not give rise to monetary damages
but merely an action for specificperformance. Occasionally, because of general market conditions, lack of
current information or because of adverse history or economic prospects connected with a particular issue,
secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally,
prices of issues for which a market is being made will depend upon then prevailing cimumstances. Such prices
could be substantially different from the original purchase price.
Loss of Tax Exemption
As discussed under the caption"LEGAL MATTERS- Tax Exemption," the interest on the 2003 Bonds
could become includable in gross income for federal income tax purposes retroactive to the date of issuance
of the 2003 Bonds as a result of acts or omissions of the Authority in violation of certain provisions of the Code
and the covenants of the Fiscal Agent Agreement. In order to maintain the exclusion from gross income for
federal income tax purposes of the interest on the 2003 Bonds, the Authority has covenanted in the Fiscal Agent
Agreement not to take any action, or fail to take any action, if such action or failure to take such action would
adversely affect the exclusion from gross inco~ne of interest on the 2003 Bonds under the Internal Revenue
Code of 1986, as amended. Should such an event of taxability occur the 2003 Bonds are not subject to early
redemption and will rema n outstand ng to maturity or until redeemed under the optional redemption or
mandatory redemption provisions of the Fiscal Agent Agreement.
Limitations on Remedies
Remedies available to the Bondowners may be limited by a variety of factors and may be inadequate
to assure the timely payment of principal of and interest on the 2003 Bonds or to preserve the tax-exempt status
of the 2003 Bonds. See "Payments by FDIC and other Federal Agencies," "No Acceleration Provision" and
"Billing of Special Taxes" herein.
LEGAL MATTERS
Legal Opinion
The legal opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, approving the
validity of the 2003 Bonds will be made available to purchasers at the time of original delivery and the form
of such opinion is attached hereto as Appendix H.
Tax Exemption
In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however
to the qualifications set forth below under existing law, the interest on the 2003 Bonds is excluded from gross
income for federal income tax pu. rposes and such interest is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that,
for purposes of computing the alternative minimum tax imposed on corporations (as defined for federal income
tax purposes), such interest is taken into account in determining certain income and earnings.
66
The opinions set forth in the preceding paragraph are subject to the condition that the Authority comply
with all requirements of the Internal Revenue Code of1986, as amended (the "Code") that must be satisfied
subsequent to the issuance of the 2003 Bonds in order that such interest be, or continue to be, excluded from
gross income for federal income tax purposes. The Authority has covenanted to comply with each such
requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the
2003 Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the 2003
Bonds.
In the further opinion of Bond Counsel, interest on the 2003 Bonds is exempt from California personal
income taxes.
Bondowners should also be aware that the ownership or disposition of, or the accrual or receipt of
interest on, the 2003 Bonds may have federal or state tax consequences other than as described above. Bond
Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the 2003
Bonds other than as expressly described above.
The form of Bond Counsel's opinion is set forth in Appendix H.
No Litigation
At the time of delivery of the 2003 Bonds, the Authority and the District will certify that there is no
action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or regulatory
agency, public board or body pending with respect to which they have been served with process or threatened
against the Authority or the District affecting their existence, or the titles of their respective officers or seeking
to restrain or to en)oin the issuance, sale or delivery of the 2003 Bonds, the application of the proceeds thereof
in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the
principal of and interest on the 2003 Bonds, or in any way contesting or affecting the validity or enforceability
of the 2003 Bonds, or the Fiscal Agent Agreement or any action of the Authority or the District contemplated
by either of said documents, or in any way contesting the completeness or accuracy of this Official Statement
or any amendment or supplement hereto, or contesting the powers of the Authority or the District or their
authority with respect to the 2003 Bonds or any action of the Authority or the District contemplated by either
of said documents, nor, to the knowledge of the Authority, is there any basis therefor.
No General Obligation of the Authority or the District
The 2003 Bonds are not general obligations of the Authority or the District, but are limited obligations
of the Authority for the District payable solely from proceeds of the Special Tax and proceeds of the 2003
Bonds, includingamounts in the Reserve Fund, the Special Tax Fund and the Bond Fund. Any tax levied for
the payment of the 2003 Bonds shall be limited to the Special Taxes to be collected within the jurisdiction of
the District.
NO RATINGS
The 2003 Bonds have not been rated by any securities rating agency.
UNDERWRITING
The 2003 Bonds are being purchased by Stone & Youngberg LLC at a purchase price of $
(which represents the aggregate principal amount of the 2003 Bonds ($ ), less original issue discount
of $ and less an underwriter's discount of $ ).
The purchase agreement relating to the 2003 Bonds provides that the Underwriter will purchase all of
the 2003 Bonds, if any are purchased, the obligation to make such purchase being subject to certain terms and
conditions set forth in such purchase agreement.
67
The Underwriter may offer and sell 2003 Bonds to certain dealers and others at prices lower than the
offering price stated on the cover page hereof. The offering prices may be changed from time to time by the
Underwriter.
PROFESSIONAL FEES
Fees payable to certain professionals, in connection with the 2003 Bonds, including the Underwriter,
Quint & Thimmig LLP, as Bond Counsel, McFarlin & Anderson LLP, as Disclosure Counsel, and U.S. Bank
National Association, as the Fiscal Agent, are contingent upon the issuance of the 2003 Bonds. The fees of
Albert W. Webb Associates, as Special Tax Consultant, and Fieldman, Rolapp & Associates, as Financial
Advisor to the Authority, are in part contingent upon the issuance of the 2003 Bonds.
MISCELLANEOUS
References are made herein to certain documents and reports which are brief summaries thereof which
summaries do not purport to be complete or definitive and reference is made to such documents and reports for
full and complete statement of the contents thereof.
Any statements in this Official Statement involving mattem of opinion, whether or not expressly so
stated, are intended as such and not as representatives of fact. This Offictal Statement is not to be construed
as a contract or agreement between the District or the Authority and the purchasers or owners of any of the 2003
Bonds.
The execution and delivery of the Official Statement by the District has been duly authorized by the
Authority on behalf of the District.
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICTNO. 03-03 (WOLF
CREEK)
By:.
Shawn Nelson, Executive Director,
Temecula Public Financing Authority, on behalf of
the District
68
APPENDIX A
GENERAL INFORMATION ABOUT THE CITY OF TEMECULA
The following information is provided for background purposes only. The City of Temecula has no
liability whatsoever with respect to the 2003 Bonds or the Fiscal Agent Agreement.
General Information
Following a vote by the residents on November 7, 1989, the City incorporated under the general laws
of the State of California on December 1, 1989. The City has a Council-Manager form of government, and is
represented by the five members of the City Council who are elected at-large to serve a four-year term. The
Mayor is selected annually by the members of the City Council.
The Temecula Community Services District (TCSD) was also established in 1989. The TCSD is
responsible for providing parks and recreation services to the citizens of Temecula, as well as street lighting
and slope maintenance in certain areas of the district.
Other governmental entities, such as the State of California, the County and various school, water and
other districts, also provide various levels of service within the City of Temecula. However, the Temecula City
Council does not have a continuing oversight responsibility over these other governmental entities.
Located on Interstate 15, the City of Temecula is the 9th largest city in the lnland Empire and the 4th
largest in Riverside County (as of January, 2002), encompassing 27.1 square miles. The City of Temecula is
85 miles southeast of Los Angeles, 55 miles north of San Diego 61 miles southeast of Orange County and 20
miles inland from the c t es of San Juan Capistrano and Oceanside. The City's approximately 75,000 residents
are offered a broad range of housing options from apartments to luxury custom homes, with the median housing
price at $336,000.
Population
From 1990 - 2003, the City's population grew from 27,099 to 75 014 a gain of 47 915 or 176.8%.
In this same period, Riverside County added 535,087, a gain of 45.7%.
CITY OF TEMECULA AND COUNTY OF RIVERSIDE POPULATION
FROM 1990 TO 2003
Temecula Riverside County
Year Population % Change Population % Change
1990 27,099 --- 1,170,413 ---
1991 27,264 0.6% 1,223,227 4.5%
1992 31,005 13.7 1,268,844 · 3.7
1993 33,226 7.2 1,304,447 2.8
1994 35,771 7.7 1,331,988 2.1
1995 39,284 9.8 1,355,571 1.8
1996 41,850 6.5 1,381,781 1.9
1997 43,760 4.6 1,400,384 1.3
1998 46,564 6.4 1,441,237 2.9
1999 48,828 4.9 1,473,307 2.2
2000 53,791 10.2 1,522,855 3.4
2001' 61,531 14.4 1,583,591 4.0
2002 72,715 18.2 1,645,300 3.9
2003** 75,014 3.2 1,705,500 3.7
Increase includes Vail Ranch annexation.
As of May, 2003.
Source: California Department of Finance.
A-1
Construction Activity
The following table shows a five year history of construction activity in the City.
CITY OF TEMECULA
BUILDING PERMITS AND VALUATIONS
1998 - 2002
1998 1999 2000 2001 2002
Valu~ion:
Residential $128,194,701 $180,139,368 $156,787,850 $127,823,375 $100,516,115
Non-residential 87,530,400 77,471,298 58~320.736 39,602,913 43,487,229
Total $215,725~101 $257.610.666 $215,108.586 $167,426~288 $144,003,344
Residential Units:
Single family 714 1,276 1,142 944 650
Multiple family 724 198
244 ~ ~
1.474 1,386 944 650
Total 1,438
Source: Construction Industry Research Board
The following table shows historical commercial and residential construction and property values.
CITY OF TEMECULA
COMMERCIAL AND RESIDENTIAL CONSTRUCTION AND PROPERTY VALUES
1992 - 2002
Commercial Construction~}
Residential Constructionm
Property Values12)
Number Number
Fiscal Year of Units Value of Units Value Commercial Residential
1992 158 $ 902 337 $ 10,605 $1,078,926 $1,542,280
1993 150 6,316 802 50,347 1,473,713 1,454,943
1994 130 10,639 1,186 113,002 1,526,353 1,489,077
1995 162 29,221 968 85,410 1,466,641 1,539,257
1996 136 23,572 987 93,674 1,478,230 1,677,720
1997 202 32,863 857 85,257 1,347,000 1,856,203
1998 203 66,226 835 105,527 1,321,044 1,958,706
1999 337 159,286 1,384 180,840 1,378,364 2,067,549
2000 437 52,497 1,179 148,660 1,524,091 2,303,303
2001 265 39,511 1,606 169,687 1,935,537 2,627,716
2002 252 51,686 938 97,773 2,183,862 3,017,148
Values in thousands of dollars.
City of Temecula. Building and Safety Department
County Land Use Statistical Recap Report
A-2
Economic Condition
Temecula' s economic base is anchored by a number of firms specializing in biomedical technology and
supplies, high technology controllers and semi-conductors, among others. The City's retail base is also
experiencing growth and is home to several auto dealers including Honda, Toyota and Nissan. The following
tables set forth major manufacturing and non-manufacturing employers:
Employer
CITY OF TEMECULA
MAJOR MANUFACTURING EMPLOYERS
(As of April, 2003)
Approximate
No. of Employees
Guidant
International Rectifier/Hexfet
Hudson Respiratory Care Inc.
Channell Commercial Corp.
Milgard Manufacturing
Chemicon International
The Scotts Company / Temecula
Opto 22
Bianchi International
Plant Equipment
Tension Envelope
Southwest Traders
Type of Business
2,600
530
425
350
300
260
220
218
215
183
113
110
Medical equipment
Power semi-conductors
Medical equipment
Cable enclosures
Custom windows
Medical products
Manufacturing
Electric/automation controls
Leather goods
Telephone equipment
Envelope manufacturer
Distributor dry goods
Source: Ci~y Finance Deparlmenl.
CITY OF TEMECULA
MAJOR NON-MANUFACTURING EMPLOYERS
Employer
(As of April, 2003)
Approximate
No. of Employees
Type of Business
Temecula Valley Unified School
District (TVUSD) 2,111 Public school system
Professional Hospital Supply 550 Medical equipment/supplies
Costco Wholesale 404 Wholesale warehouse
Albertsons 300 Supermarket
City of Temecula 244 Local Government
Norm Reeves Auto Group 241 Auto dealer
Temecula Creek lnn 220 Hospitality
JC Penneys 200 Retail
Tru Green Lawncare 200 Landscape maintenance
Sears 200 Retail
Lowe's 195 Retail
Target 194 Retail
Source: Cily Finance Department.
Sales Tax Assessed Values
Industrial and business parks offering clean industries and convenient office space provide growing
employment opportunities. The retail community is expanding rapidly with excellent shopping venues
including the regional Promenade Mall, a unique Historic Old Town area, and neighborhood strip centers. A
A-3
wide selection of restaurants allows diners to choose between nationally recognized chains or intimate dining
bistros.
CITY OF TEMECULA
SALES TAX HISTORY
Year
1989-90
1997-98
1998-99
1999-00
2000-01
2001-02
Amount
$632,153
$9,186,547
$10,652,400
$14,009,322
$16,321,929
$19,237,317
Source: City of Temecula Finance Department.
Taxpayer
CITY OF TEMECULA
PRINCIPAL SECURED PROPERTY OWNERS
FOR THE YEAR ENDED JUNE 30, 2002
2002 Assessed
Valuation
Type of Business (in thousands)
Percent of
Total Assessed
(Valuation)
lntemafional Rectifier Corporation
Advanced Cardiovascular System Inc.
Temecula Towne Center Associates
Kimco Palm Plaza Limited Partnership
GMS Realty
Hudson Respiratory Care, Inc.
Portofino Development
Starwood Wasserman Temecula
Knickerbocker Properties Inc.
Costco Wholesale Corporation
Source: Riverside County Assessor's Office.
Manufacturing $140,136 2.84%
Manufacturing 132,236 2.68%
Real Estate Development 74,505 1.51%
Real Estate Development 39,382 0.80%
Real Estate Development 38,788 0.79%
Manufacturing 35,796 0.73%
Real Estate Development 28,500 0.58%
Property Management 24,556 0.50%
Real Estate Development 23,833 0.48%
Discount Department Store 22,606 0.46%
$560,338 11.37%
A-4
Fiscal Year
Taxes
CITY OF TEMECULA
ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY
FOR THE FISCAL YEARS ENDED JUNE 30, 1997 THROUGH 2004
(Values in Thousands)
Total Exemptions Net Net Total Estimated
Secured and Veteran Assessed Exemptions Assessed Actual
Unsecured Church, etc. Value Homeowners Value Value
1997 $3,203,187 $(22,479) $3,180,911 $(53,023) $3,127,888 $3,127,888
1998 $3,280,066 $(24,432) $3,255,633 $(56,665) $3,198,969 $3,198,969
1999 $3,446,093 $(24,441) $3,421,652 $(60,119) $3,361,533 $3,361,533
2000 $3,826,889 $(25,822) $3,801,068 $(61,464) $3,739,603 $3,739,603
2001 $4,563,217 $(29,676) $4,533,542 $(64,372) $4,469,169 $4,469,169
2002 $5,201,622 $(33,370) $5,168,252 $(68,938) $5,099,314 $5,099,314
2003 $6,201,896 $(30,010) $6,171,886 $(82,926) $6,088,960 $6,088,960
2004 $6,931,969 $(43,309) $6,888,660 $(92,362) . $6,796,298 $6,796,298
Source: Riverside County Assessor's Office.
General Information
Industrial Real Estate. The City is part of the Inland Empire's industrial real estate market. In 1999,
the inland region's 26.1 million square feet of gross space absorption set a record. Lee & Associates found that
in August, 2002, the City had 9.0 million square feet of industrial space or 3.0% of the inland area's inventory.
Temecula's industrial vacancy rate was 12.0% representing 1.l million square feet of space. Among local
cities, this ranked ninth just below Mira Loma (1.2 million square feet) and above San Bemardino (1.06
million).
Agriculture. The climate and soil in the City are particularly favorable for growing avocado, grape,
and citrus crops.
There are currently several agricultural management firms in the Temecula area which manage
agricultural production of thousands of acres of land owned by individual investors, partnerships and
corporations. The agricultural managers apply economies of scale, by combining many small and medium sized
parcels of land as if these parcels were one large ranch.
In addition, a substantial wine industry has been developed in the City and the surrounding area. As
of September, 2003, there were eighteen (18) wineries which produce wine with locally grown grapes.
Climate. Temecula Valley enjoys a mild Mediterranean climate with year-round temperatures
averaging in the mid 70's. The weather is comparable to the Napa Valley, as evidenced by a thriving wine
industry, with warm, dry days and cool evenings. Summer-time temperatures, which can average in the mid
80's or the mid 90's during the day, are often cooled by afternoon ocean breezes blowing into the valley
through gaps in the Santa Ana foothills to the west. Although separated from the Pacific by the Santa Rosa
range of mountains, the Rainbow Gap funnels the mild beach climate into the valley. Mild winter temperatures
average in the mid 60's. Yearly average rainfall in Temecula is approximately 14 inches, as compiled by the
Rancho California Water District.
A-5
The quality of air in the Temecula Valley is consistently better than that of surrounding communities.
Ocean breezes flow through the Rainbow Gap almost every day, sweeping away smog. In the summer, Pacific
winds yield temperatures up to 10 degrees lower than in towns just a few miles away.
Education. The City is served by Temecula Valley Unified School District, one of the fastest growing
school districts in the State, with 4 high schools (including a continuation school), 5 middle schools, 2 charter
schools, l home-schooling program, and 13 elementary schools. In addition, there are 9 private schools and
several pre-schools.
The general boundaries extend north to Jean Nicholas Road in French Valley, south to the Riverside
County line, east to Vail Lake, and west to the Temecula city limit. The District covers approximately 150
square miles. Approximately 23,000 students (Grades K-12) are currently enrolled in the District.
The University of California, Riverside has opened an extension center in the City and Mt. San Jacinto
Community College operates a campus ten miles north of the City to serve the growing population. Temecula
began the 1990s with a well-educated population, and its population trends and school performance figures have
allowed it to maintain that position.
Transportation. Interstate 15 and its connecting arterials provide convenient links to San Diego and
Riverside, Los Angeles (Interstate 10), Orange County (Highway 91) and San Bernardino (Interstate 215). The
French Valley Airport, 4 miles north of Interstate 15 on Winchester Road, accommodates business jets and
commuter airlines.
Housing: Temecula is unique in that its residents are about equidistant from both San Diego and
Orange County via the Interstate 15 freeway. As a result, it is receiving growth impulses from the south as well
as the north, as families spill into the Inland Empire from Southern California's more congested coastal
counties. Temecula's rapid population growth represents a relatively new phenomenon in Southern California.
A large number of the City's new residents have migrated north from San Diego County along the Interstate
5 freeway. Normally, a Southern California community undergoes rapid growth only when population spills
from Orange or Los Angeles counties. The latest population data shows Temecula with 75,014 residents as of
May, 2003, which includes the annexation of the Vail Ranch area in July, 2001.
A-6
APPENDIX B
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03 (WOLF CREEK)
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
B-I
[THIS PAGE INTENTIONALLY LEFT BLANK]
APPENDIX C
SUMMARY APPRAISAL REPORT
C-1
APPENDIX D
MARKET ABSORPTION STUDY
D-I
APPENDIX E
SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT
APPENDIX F
FORM OF COMMUNITY FACILITIES DISTRICT
CONTINUING DISCLOSURE AGREEMENT
F-l
APPENDIX G
FORM OF MAJOR OWNER CONTINUING DISCLOSURE AGREEMENT
G-1
APPENDIX H
FORM OF OPINION OF BOND COUNSEL
H-1
APPENDIX I
BOOK-ENTRY SYSTEM
The following description of the procedures and record keeping with respect to beneficial ownership
interests in the 2003 Bonds, payment of principal of and interest on the 2003 Bonds to Direct Participants,
Indirect Participants or Beneficial Owners (as such terms are defined below) of the 2003 Bonds, confirmation
and transfer of beneficial ownership interests in the 2003 Bonds and other Bond-related transactions by and
between DTC, Direct Participants, Indirect Participants and Beneficial Owners of the 2003 Bonds is based
solely on information furnished by DTC to the District which the District believes to be reliable, but the
Authority, the District and the Underwriter do not and cannot make any independent representations
concerning these matters and do not take responsibility for the accuracy or completeness thereof Neither the
DTC, Direct Participants, Indirect Participants nor the Beneficial Owners shouM rely on the foregoing
information with respect to such matters, but should instead confirm the same with DTC or the DTC
Participants, as the case may be.
The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for
the 2003 Bonds. The 2003 Bonds will be issued as fully registered securities registered in the name of Cede
& Co. (DTC's partnership nominee:) or such other name as may be requested by an authorized representative
of DTC. One fully registered 2003 Bond will be issued for each maturity of the 2003 Bonds, each in the
aggregate principal amount of such maturity and will be deposited with DTC.
DTC, the world's largest depository, is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S, equity
issues, corporate and municipal debt issues and money market instruments from over 85 countries that DTC's
participants (the "Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need
for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S, securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned
by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation,
Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing
Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York
Stock Exchange, Inc., the American Stock Exchange L LC, and the National Association of Securities Dealers,
lnc. Access to the DTC system is also available to others such as U.S. and non-U.S, securities brokers and
dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly (the "Indirect Participants"). DTC has Standard & Poor' s
highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange
Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will
receive a credit for the 2003 Bonds on DTC' s records. The ownership interest of each actual purchaser of each
2003 Bond (the "Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are,
however, expected to receive written confirmations providing details of the transaction, as well as periodic
I-1
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the 2003 Bonds are to be accomplished by entries made
on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the 2003 Bonds, except in the event that use
of the book-entry system for the 2003 Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. or such other name as requested by an authorized
representative of DTC. The deposit of 2003 Bonds with DTC and their registration in the name of Cede & Co.
or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the 2003 Bonds; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct or
Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customem.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants
to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect
from time to time. Beneficial Owners of 2003 Bonds may wish to take certain steps to augment the
transmissions to them of notices of significant events with respect to the 2003 Bonds, such as redemptions,
tenders, defaults, and proposed amendments to the 2003 Bonds documents. For example, Beneficial Owners
of 2003 Bonds may wish to ascertain that the nominee holding the 2003 Bonds for their benefit has agreed to
obtain and transmit notices to Beneficial Owners.
Redemption notices shall be sent to DTC. If less than all of the 2003 Bonds are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be
redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the
2003 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the Record Date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts
the 2003 Bonds are credited on the Record Date (identified in a listing attached to the Omnibus Proxy).
Principal, redemption price and interest payment on the 2003 Bonds will be made to Cede & Co., or
such other nominee as may be requested by an authorized representative ofDTC. DTC's practice is to credit
Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the
District, the Authority or the Fiscal Agent, on a payment date in accordance with their respective holdings
shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor the
nominee), the Fiscal Agent, the Authority or the District, subject to any statutory and regulatory requirements
as may be in effect from time to time. Payment of principal, redemption price and interest payments to Cede
& Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility
of the Fiscal Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC,
and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its service as depository with respect to the 2003 Bonds at any time
by giving reasonable notice to the Fiscal Agent. Under such circumstances, in the event that a successor
1-2
depository is not obtained, Bond certificates are required to be printed and delivered as described in the Fiscal
Agent Agreement.
The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or
a successor securities depository). In that event, Bond certificates will be printed and delivered as described
in the Fiscal Agent Agreement.
The information in this section concerning DTC and DTC's book-entry system has been obtained from
sources that the Authority and the District believe to be reliable, but the Authority and the District take no
responsibility for the accuracy thereofi
Discontinuance of DTC Services
In the event that (a) DTC determines not to continue to act as securities depository for the 2003 Bonds,
or (b) the Authority determines that DTC shall no longer act and delivers a written certificate to the Fiscal
Agent to that effect, then the Authority will discontinue the Book-Entry System with DTC for the 2003 Bonds.
If the Authority determines to replace DTC with another qualified securities depository, the Authority will
prepare or direct the preparation ora new single separate, fully registered Bond for each maturity of the 2003
Bonds registered in the name of such successor or substitute securities depository as are not inconsistent with
the terms of the Fiscal Agent Agreement. If the Authority fails to identify another qualified securities
depository to replace the incumbent securities depository for the 2003 Bonds, then the 2003 Bonds shall no
longer be restricted to being registered in the 2003 Bond registration books in the name of the incumbent
securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities
depository or its nominee transferring or exchanging the 2003 Bonds shall designate.
In the event that the Book-Entry System is discontinued, the following provisions would also apply:
(i) the 2003 Bonds will be made available in physical form, (ii) principal of, and redemption premiums if any,
on the 2003 Bonds will be payable upon surrender thereof at the trust office of the Fiscal Agent identified in
the Fiscal Agent Agreement, and (iii) the 2003 Bonds will be transferable and exchangeable as provided in the
Fiscal Agent Agreement.
The Authority, the District and the Fiscal Agent do not have any responsibility or obligation to DTC
Participants, to the persons for whom they act as nominees, to Beneficial Owners, or to any other person who
is not shown on the registration books as being an owner of the 2003 Bonds, with respect to (i) the accuracy
of any records maintained by DTC or any DTC Participants; (ii) the payment by DTC or any DTC Participant
of any amount in respect of the principal of redemption price o for interest on the 2003 Bonds; (iii) the delivery
of any notice which is permitted or required to be given to registered owners under the Fiscal Agent Agreement;
(iv) the selection by DTC or any DTC Participant of any person to receive payment in the event of a partial
redemption of the 2003 Bonds; (v) any consent given or other action taken by DTC as registered owner; or (vi)
any other matter arising with respect to the 2003 Bonds or the Fiscal Agent Agreement. The Authority, the
District and the Fiscal Agent cannot and do not give any assurances that DTC, DTC Participants or others will
distribute payments of principal o for interest on the 2003 Bonds paid to DTC or its nominee, aa' the registered
owner, or any notices to the Beneficial Owners or that they will do so on a timely basis or will serve and act
in a manner described in this Official Statement. The Authority, the District and the Fiscal Agent are not
responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice
to a Beneficial Owner in respect to the 2003 Bonds or any error or delay relating thereto.
1-3
[THIS PAGE INTENTIONALLY LEFT BLANK]
$
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03 (WOLF CREEK)
2003 SPECIAL TAX BONDS
BOND PURCHASE AGREEMENT
November ,2003
Temecula Public Financing Authority
43200 Business Park Drive
Temecula, California 92590
Ladies and Gentlemen:
Stone & Youngberg LLC (the "Underwriter") offers to enter into this Bond Purchase
Agreement (the "Bond Purchase Agreement") with the Temecula Public Financing Authority (the
"Authority") for and on behalfofTemecula Public Financing Authority Community Facilities District No. 03-
03 (Wolf Creek) (the "District") which, upon acceptance, will be binding upon the Authority and upon the
Underwriter. This offer is made subject to acceptance of it by the Authority on the date hereof, and if not
accepted will be subject to withdrawal by the Underwriter upon notice delivered to the Authority at any time
prior to the acceptance hereof by the Authority.
1. Purchase, Sale and Delivery of the Boi*d~
(a) Subject to the terms and conditions and in reliance upon the representations,
warranties and agreements set forth herein, the Underwriter agrees to purchase from the Authority, and the
Authority agrees to sell to the Underwriter, all (but not less than all) of the Temecula Public Financing
Authority Community Facilities District No. 03-03 (Wolf Creek) 2003 Special Tax Bonds (the "Bonds") in
the aggregate principal amount orS . The Bonds are dated their date of delivery, and bear interest
at the rates set forth in Exhibit A hereto (payable on each March 1 and September 1 of each year,
commencing September 1, 2004) and mature on September 1, 2033. The purchase price for the Bonds shall
be as set forth in Exhibit A hereto.
The Bonds will be subject to demand for and mandatory pumhase pursuant to the provisions
of the Fiscal Agent Agreement, by and between the Authority and U.S. Bank National Association, as fiscal
agent (the "Fiscal Agent"), dated as of December 1, 2003 (the "Fiscal Agent Agreement").
The Bonds shall be substantially in the form described in, shall be issued and secured under
the provisions of, and shall be payable and subject to redemption as provided in, the Fiscal Agent Agreement.
The Bonds and interest thereon will be payable from a special tax (the "Special Tax") levied and collected
in accordance with the Fiscal Agent Agreement and Ordinance No. TPFA 03-~ (Wolf Creek) (the
"Ordinance") a~dopted by the Board of Directors of the Authority (the "Board") on [November 18], 2003,
pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the
Government Code of the State of California) (the "Act"). The proceeds of the Bonds shall be applied (i) to
f'mance the acquisition and construction of certain road, water, sewer, storm drain, fire facilities and park and
recreation improvements (collectively, the "Improvements") within or in the vicinity of the District, (ii) to
eliminate in whole an existing special assessment lien (the "Prior Lien") on parcels in the District, (iii) to pay
interest on the 2003 Bonds for a limited period of time, (iv) to pay certain administrative expenses of the
District, (v) to pay the costs of issuing the 2003 Bonds, and (vi) to establish a Reserve Fund for the 2003
Bonds.
TEMWC BPAk.wpd/LR/424
(b) Pursuant to the authorization of the Authority, the Underwriter has distributed copies
of the Preliminary Official Statement, dated November ,2003, relating to the Bonds, which, together with
the cover page and all appendices thereto, is herein called the "Preliminary Official Statement" and which,
as amended by the Authority with the prior approval of the Underwriter, will be referred to herein as the
"Official Statement." The Authority hereby ratifies the use by the Underwriter of the Preliminary Official
Statement and authorizes the Underwriter to use and distribute the Official Statement, the Fiscal Agent
Agreement, the other documents or contracts to which the Authority is a party, including this Bond Purchase
Agreement, relating to the Bonds, and all information contained therein, and all other documents, certificates
and statements furnished by the Authority to the Underwriter in connection with the transactions
contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the
Underwriter.
(c) At 8:00 A.M., Los Angeles time, on [December 19, 2003], or at such other time or
on such earlier or later business day as shall be agreed upon by the Underwriter and the Authority (such time
and date being herein referred to as the "Closing Date"), the Authority will deliver to the Underwriter (i) at
the offices of The Depository Trust Company, in New York, New York, the Bonds in temporary or definitive
form, bearing CUS1P numbers, and duly executed by the officers of the Authority and authenticated by the
Fiscal Agent as provided in the Fiscal Agent Agreement, and (ii) at the offices of Quint & Thimmig LLP in
San Francisco, California, the other documents herein mentioned; and the Underwriter shall accept such
delivery and pay the purchase price of the Bonds as set forth in Section l(a) hereof by wire transfer of
immediately available funds. The date of this payment and delivery, together with the delivery of the
aforementioned documents, is herein called the "Closing." Notwithstanding the foregoing, the Underwriter
may, in its discretion, accept delivery of the Bonds in temporary form upon making arrangements with the
Authority which are satisfactory to the Underwriter relating to the delivery of the Bonds in definitive form.
The Bonds shall be in fully registered form, registered in the name of CEDE & Co., as nominee of The
Depository Trust Company. The failure to print CUSIP identification numbers on any of the Bonds or any
error with respect thereto shall not constitute cause for a failure or refusal of the Underwriter to accept
delivery of, or pay for, the Bonds in accordance with the terms of this Bond Purchase Agreement.
(d) The Underwriter agrees to offer all the Bonds to the public initially at the a price of
par. Subsequent to the initial public offering of the Bonds, the Underwriter reserves the right to change the
public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds. The
Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.
2. Representations, Warranties and Agreements of the Authority. The Authority
represents, warrants and covenants to and agrees with the Underwriter that:
(a) The District is duly organized and validly existing as a community facilities district
under the laws of the State of California (the "State") and the Authority has, and at the Closing Date will
have, as the case may be, full legal right, power and authority for and on behalf of the District (i) to adopt the
Procedural Resolutions (as defined below) and the Ordinance, (ii) to execute and deliver the Bonds and the
District Documents (as defined below) and to perform its obligations under the Bonds and the District
Documents, (iii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Procedural Resolutions
and the Fiscal Agent Agreement as provided herein, and (iv) to carry out, give effect to and consummate the
transactions on its part contemplated by the Procedural Resolutions, the Official Statement, the Bonds and
the District Documents. For purposes of this Bond Purchase Agreement, Resolution No. TPFA 03-16
adopted by the Board on July 22, 2003 stating the intention to establish the District, Resolution No. TPFA
03-17 adopted by the Board on July 22, 2003 stating the intention to incur bonded indebtedness, Resolution
No. TPFA 03- adopted by the Board on October 28, 2003 establishing the District and authorizing the
levy of the Special Tax within the District, Resolution No. TPFA 03-~ adopted by the Board on October 28,
2003 declaring the necessity to incur bonded indebtedness, Resolution No. TPFA 03-__ adopted by the Board
2 TEMWC B PAk.wlxVLR/424
on October 28, 2003 calling for a special election in the District, Resolution No. TPFA 03 -._ adopted by the
Board on October 28, 2003 declaring the results of the election, and the Resolution adopted by the Board on
[November 18], 2003 authorizing the issuance of the Bonds are referred to as the "Procedural Resolutions"
and the Fiscal Agent Agreement, the Bond Purchase Agreement, the District Continuing Disclosure
Agreement (the "District Continuing Disclosure Agreemenf'), dated as of December 1,2003, by and between
the Authority for and on behalf of the District, and U.S. Bank National Association, as dissemination agent
(the "Dissemination Agent"), the Acquisition Agreement (the "Acquisition Agreement"), dated as of August
1, 2003, by and between the Authority and Wolf Creek Development, LLC, a California limited liability
company ("Wolf Creek Development, LLC"), the Joint Community Facilities Agreement - City (the "Joint
Community Facilities Agreement - City"), dated as of August 1,2003, by and between the Temecula Public
Financing Authority and the City of Temecula (the "City"), the Joint Community Facilities Agreement -
TCSD (the "Joint Community Facilities Agreement - TCSD"), dated as of August 1, 2003, by and between
the Iemecula Public Financing Authority and the Temecula Community Services District ("TCSD"), the Joint
Community Facilities Agreement - EMWD (the "Joint Community Facilities Agreement - EMWD"), dated
as of August 1, 2003, by and among the Temecula Public Financing Authority, Eastern Municipal Water
District ("EMWD") and Wolf Creek Development, LLC, a California limited liability company ("S-P Murdy,
LLC"), [the Joint Community Facilities Agreement - Cai Trans (the "Joint Community Facilities Agreement
- Cai Trans"), dated as of __ 1, 2003, by and between the Temecula Public Financing Authority and
the State of California Department of Transportation [CONFIR_M WHETHER OR NOT THERE IS
A CALTRANS AGREEMENT]], and the Joint Community Facilities Agreement (Storm Drainage
Improvements) (the "Joint Community Facilities Agreement - RCFCWCD"), dated as of October 1, 2003,
by and among Riverside County Flood Control and Water Conservation District, the City, the Authority, and
Wolf Creek Development, LLC are referred to herein as the "District Documents");
(b) The Authority has complied, and will at the Closing Date be in compliance, in all
respects material to issuance and delivery of the Bonds with the Bonds, the District Documents and the Act
and the Authority will continue to comply with the covenants of the Authority contained in the Bonds and
the District Documents;
(c) The Board for and on behalf of the District has duly and validly: (i) adopted the
Procedural Resolutions and the Ordinance, (ii) called, held and conducted in accordance with all requirements
of the Act an election to approve the levy of the Special Tax, (iii) authorized the preparation and delivery of
the Preliminary Official Statement and the Official Statement, (iv) authorized and approved the execution and
delivery of the Bonds and the District Documents; and (v) authorized and approved the performance by the
Authority of its obligations contained in, and the taking of any and all action on its part as may be necessary
to carry out, give effect to and consummate the transactions on its part contemplated by, each of said
documents (including, without limitation, the levy and collection of the Special Tax and the use of the
proceeds of the Bonds to acquire public improvements), and at the Closing Date the Bonds and the District
Documents have been, or on or before the Closing Date, will be duly executed and delivered by the Authority
and on the Closing Date, the Bonds and the District Documents will constitute the valid, legal and binding
obligations of the Authority on behalf of the District, and (assuming due authorization, execution and delivery
by other parties thereto, where necessary of the other parties thereto) will be enforceable in accordance with
their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors' rights in general and to the application of equitable principles if equitable
remedies are sought;
(d) The Authority is not in breach of or default under any applicable law or
administrative rule or regulation of the State or the United States of America, or of any department, division,
agency or instrumentality of either thereof, or under any applicable court or administrative decree or order,
or under any loan agreement, note, resolution, indenture, fiscal agent agreement, contract, agreement or other
insmanent to which the Authority is a party or is otherwise subject or bound, a consequence of which could
be to materially and adversely affect the performance by the Authority of its obligations under the Procedural
Resolutions, the Ordinance, the Bonds or the District Documents and compliance with the provisions of each
thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative
rule or regulation of the State, or of any department, division, agency or instrumentality thereof, or under any
applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture,
fiscal agent agreement, contract, agreement or other instrument to which the Authority is a party or is
otherwise subject or bound a consequence of which could be to materially and adversely affect the ability of
the Authority to perform its obligations under the Bonds or any District Documents;
(e) The adoption of the Procedural Resolutions and the Ordinance, and the execution
and delivery by the Authority of the Bonds, the Official Statement and the District Documents and
compliance by the Authority with the provisions thereof, did not and will not conflict with or constitute a
breach of or default under any applicable law or administrative rule or regulation of the State or the United
States of America, or of any department, division, agency or inslnunentality of either thereof, or under any
applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture,
fiscal agent agreement, contract, agreement or other instrument to which the Authority is a party or is
otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability
of the Authority to perform its obligations under the Bonds or any of the District Documents;
(f) All approvals, consents, authorizations, elections and orders of or filings or
registrations with any State governmental authority, board, agency or commission having jurisdiction which
would constitute a condition precedent to, or the absence of which would materially adversely affect, the
ability of the Authority to execute and deliver and perform its obligations under the Bonds or the District
Documents have been or will be obtained and are in full force and effect, except that the Authority provides
no representation regarding compliance with "Blue Sky" or other securities laws or regulations whatsoever;
(g) The Bonds, the Procedural Resolutions, the Ordinance and the District Documents
conform as to form and tenor to the descriptions thereof contained in the Preliminary Official Statement, and
which will be contained in the Official Statement as of the Closing Date, and when delivered to and paid for
by the Underwriter on the Closing Date as provided herein, the Bonds will be validly issued and outstanding;
(h) The Special Tax constituting the security for the Bonds has been duly and lawfully
authorized and may be levied under the Act and the Constitution and the applicable laws of the State, and
such Special Tax, when levied, will constitute a valid lien on the properties on which it has been levied;
(i) Except as described in the Official Statement under the caption "THE COMMUNITY
FACILITIES DISIRICT - Direct and Overlapping Debt," "- Overlapping Assessment and Community
Facilities Districts" and"- Other Overlapping Direct Assessments," there are no outstanding assessment liens
or special tax liens levied by the Authority for itself or on behalf of any community facilities district or
assessment district against any of the properties within the District which are senior to the Special Tax lien
referred to in paragraph l(a) hereof, and the Authority has no present intention of conducting further
proceedings leading to the levying of additional special taxes or assessments against any of the properties
within the District;
(j) As of the date thereof, the Preliminary Official Statement (excluding the information
under the captions of"THE COMMUNITY FACILITIES DISTRICT - Property Ownership," as to which
the Authority and the District shall not be required to express any view) did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; the
Official Statement (excluding the information under the captions of "THE COMMUNITY FACILITIES
DISTRICT - Properly Ownership," as to which the Authority and the District shall not be required to express
4 TEMWC BPAk.wpd/LR/424
uny view) does not and, as of the Closing Date, will not contain uny untrue or misleading statement of a
material fact or omit to state uny material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstunces under which they were made, not misleading;
(k) After the Closing Date und until the date which is twenty-five (25) days after the
underwriting period (as defined below) (i) the Authority will not adopt uny amendment of or supplement to
the Official Statement to which the Underwriter shall object in writing or which shall be disapproved by
counsel for the Underwriter, and (ii) if any event shall occur of which the Authority is aware, as a result of
which it is necessary, in the reasonable opinion of counsel for the Underwriter, to amend or supplement the
Official Statement in order to make the Official Statement not misleading in the light of the circumstances
existing at the time it is delivered to an initial purchaser of the Bonds, the Authority will forthwith prepare
and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the
Official Statement (in fo~m and substance satisfactory to counsel for the Underwriter) which will amend or
supplement the Official Statement so that it will not contain un untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances existing at the time the Official Statement is delivered to an initial purchaser of the
Bonds, not misleading. The costs of preparing uny necessary amendment or supplement to the Official
Statement shall be borne by the District. The term "end of the underwriting period" means the later of such
time as (i) the Authority delivers the Bonds to the Underwriter or (ii) the Underwriter does not retain an
unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the
"end of the underwriting period" shall be deemed to be the Closing Date. Any notice delivered pursuant to
this provision shall be written notice delivered to the Authority at or prior to the Closing Date, and shall
specify a date (other than the Closing Date) to be deemed the "end of the underwriting period;"
(1) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues and
any other amounts (including proceeds of the sale of the Bonds) held in the Bond Fund and the Special Tax
Fund established pursuunt to the Fiscal Agent Agreement, subject in all cases to the provisions of the Fiscal
Agent Agreement permitting the application thereof for the purposes und on the terms and conditions set forth
therein;
(m) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or
by uny court, regulatory agency, public board or body is pending against the Authority with respect to which
the Authority has been served with process, or to the knowledge of the Authority threatened, affecting the
existence of the Authority or the District or the titles of its officers to their respective offices (i) which would
materially adversely affect the ability of the Authority to perform its obligations under the Bonds or the
District Documents, or (ii) seeking to restrain or to enjoin the development of the land within the District, the
issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal
Agent Agreement, or the collection or application of the Special Tax pledged or to be pledged to pay the
principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity
or enforceability of the Bonds, the District Documents, uny other instruments relating to the development of
any of the property within the District, or uny action of the Authority contemplated by any of said documents,
or (iii) in any way contesting the completeness or accuracy of the Preliminary Official Statement or the
Official Statement or the powers or authority of the Authority with respect to the Procedural Resolutions, the
Ordinance, the Bonds or the District Documents, or any action of the Authority contemplated by any of said
documents; or (iv) which alleges that interest on the Bonds is not excludable from gross income for federal
income tax purposes or is not exempt from State personal income taxation, nor to the knowledge of the
Authority is there any basis therefor;
(n) The Authority will fumish such information, execute such instruments und take such
other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the
Underwriter to qualify the Bonds for offer and sale under the "Blue Sky" or other securities laws und
5 TEMWC BPAk.w~IU424
regulations of such states and other jurisdictions of the United States as the Underwriter may designate;
provided, however, the Authority shall not be required to register as a dealer or a broker of securities nor shall
the Authority be required to consent to service of process or jurisdiction or qualify to do business in any
jurisdiction or to expend funds for this purpose;
(o) Any certificate signed by any official of the Authority authorized to do so and
delivered by the Authority at the Closing shall be deemed a certification to the Underwriter by the Authority
as to the statements made therein;
(p) During the period from the date hereof until the Closing Date, the Authority agrees
to furnish the Underwriter with copies of any documents it files with any regulatory authority which are
requested by the Underwriter;
(q) The Authority is not in default, nor has the Authority been in default at any time, as
to the payment of principal or interest with respect to an obligation issued by the Authority or with respect
to an obligation guaranteed by the Authority as guarantor;
(r) The Authority will apply the proceeds from the sale of the Bonds as set forth in and
for the purposes specified in the Fiscal Agent Agreement;
(s) The 9tuthority will undertake, pursuant to the Fiscal Agent Agreement and the
District Continuing Disclosure Agreement to provide certain annual financial information and information
about the District, together with notices of the occurrence of certain events, if material. A copy of the District
Continuing Disclosure Agreement is set forth in Appendix F of the Preliminary Official Statement and will
also be set forth in the Official Statement, and the specific nature of the information to be contained in the
Annual Report (as defined in the District Continuing Disclosure Agreement) or the notices of material events
is set forth in the District Continuing Disclosure Agreement;
(t) The Preliminary Official Statement heretofore delivered to the Underwriter was, and
hereby is, expressly deemed final by the Authority as of its date, except for the omission of such information
as is permitted to be omitted in accordance with paragraph (b)(1) of Section 240.15c2-12 in Chapter II of Title
17 of the Code of Federal Regulations ("Rule 15c2-12"). The Authority hereby covenants and agrees that,
within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter
within sufficient time to accompany any conformation requesting payment from any customers of the
Underwriter, the Authority shall cause a final printed form of the Official Statement to be delivered to the
Underwriter in sufficient quantity specified by the Underwriter to comply with paragraph (b)(4) of Rule 15c2-
12 and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board;
(u) The District has not failed to comply with any continuing disclosure undertaking
previously entered into in connection with the provisions of Rule 15c2-12(b)(5); and
(v) Except as disclosed in the Official Statement, the Authority and the City have not
failed to comply with any continuing disclosure undertaking previously entered into for itself or on behalf
of another entity, in connection with the provisions of Rule 15c2-12(b)(5).
3. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter
to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the
Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the
Authority contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material
respects of the statements of the officers and other officials of the Authority made in any certificates or other
documents furnished pursuant to the provisions hereof, to the performance by the Authority of its obligations
to be performed hereunder at or prior to the Closing Date and to the following additional conditions:
(a) At the Closing Date, the Procedural Resolutions, the Ordinance, the Bonds, the
District Documents, and any other applicable agreements, shall be in full force and effect, and shall not have
been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter,
and there shall have been taken in connection therewith, with the issuance of the Bonds and with the
transactions contemplated thereby and by this Bond Purchase Agreement, all such actions as, in the opinion
of Quint & Thimmig LLP, San Francisco, California ("Bond Counsel"), shall be necessary and appropriate.
(b) At the Closing Date, the Official Statement shall be in form and substance
satisfactory to the Underwriter and the Authority and shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein, in
light of the cimumstances under which they were made, not misleading.
(c) Between the date hereof and the Closing Date, the market price or marketability of
the Bonds at the initial offering prices set forth in the Official Statement shall not have been materially
adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the
Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by
reason of any of the following:
( 1 ) legislation introduced in or enacted (or resolution passed) by the Congress
of the United States of America or recommended to the Congress by the President of the United
States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress,
or favorably reported for passage to either House of Congress by any committee of such House to
which such legislation had been referred for consideration or a decision rendered by a court
established under Article iii of the Constitution of the United States of America or by the Tax Court
of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press
release or other form of notice issued or made by or on behalf of the Treasury Department or the
Internal Revenue Service of the United States of America, with the purpose or effect, directly or
indirectly, of imposing federal income taxation upon the interest as would be received by the owners
of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof;
(2) legislation introduced in or enacted (or resolution passed) by the Congress
of the United States of America, or an order, decree or injunction issued by any court of competent
jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form
of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other
governmental agency having jurisdiction of the subject matter, to the effect that obligations of the
general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not
exempt from registration under or other requirements of the Securities Act of 1933, as amended, or
that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the
Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the
general character of the Bonds, or of the Bonds, including any or all underwriting arrangements, as
contemplated hereby or by the Official Statement or otherwise is or would be in violation of the
federal securities laws as amended and then in effect;
(3) a general suspension of trading in securities on the New York Stock
Exchange, or a general banking moratorium declared by Federal, State of New York or State officials
authorized to do so;
(4) any amendment to the federal or State Constitution or action by any federal
or State court, legislative body, regulatory body or other authority materially adversely affecting the
tax status of the Authority or the District, its property, income, securities (or interest thereon) or the
validity or enfomeability of the Special Tax;
(5) any event occurring, or information becoming known, which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any statement or
information contained in the Official Statement, or results in the Official Statement containing any
untrue or misleading statement of a material fact or omitting to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(6) the entry of an order by a court of competent jurisdiction which enjoins or
restrains the City from issuing permits, licenses or entitlements within the District, which order, in
the reasonable opinion of the Underwriter, materially and adversely affects proposed developments
within the District in particular or the City in general;
(7) any legislation, ordinance, rule or regulation shall be introduced in, or be
enacted by any governmental body, department or agency of the State or a decision by any court of
competent jurisdiction within the State or any court of the United States shall be rendered which, in
the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds;
(8) additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any governmental authority or by any national
securities exchange which restrictions materially adversely affect the Underwriter's ability to market
the Bonds; or
(9) the United States has become engaged in hostilities which have resulted in
a declaration of war or a national emergency or there has occurred any other outbreak or escalation
of hostilities or a national or international calamity or crisis, financial or otherwise, the effect of such
outbreak, calamity or crisis on the financial markets of the United States, being such as, in the
reasonable opinion of the Underwriter, would affect materially and adversely the ability of the
Underwriter to market the Bonds.
(d) On or prior to the Closing Date, the Underwriter shall have received two counterpart
originals or certified copies of each of the following documents, in each case satisfactory in form and
substance to the Underwriter:
(1) The Procedural Resolutions and the Ordinance, together with a certificate
dated as of the Closing Date of the Secretary of the Board to the effect that each is a true, correct and
complete copy of the one duly adopted by the Board;
(2) An executed copy of the Fiscal Agent Agreement;
(3) An executed copy of this Bond Purchase Agreement;
(4) An executed copy of the Official Statement;
(5) An executed copy of the District Continuing Disclosure Agreement;
(6) An executed copy of the Acquisition Agreement;
8 TEMWC BPAk.wpd/LlU424
(7) Executed copies of the Joint Community Facilities Agreement - City, the
Joint Community Facilities Agreement - RCSD, the Joint Community Facilities
Agreement - EMWD, [the Joint Community Facilities Agreement - CalTrans], and
the Joint Community Facilities Agreement - RCFCWCD;
(8) An approving opinion, dated the Closing Date and addressed to the
Authority, of Bond Counsel for the Authority, in the form attached to the Official Statement as
Appendix H and a letter, dated the Closing Date and addressed to the Underwriter, to the effect that
such opinion addressed to the Authority may be relied upon by the Underwriter to the same extent
as if such opinion was addressed to it;
(9) A supplemental opinion, dated the Closing Date and addressed to the
Underwriter of Bond Counsel to the effect that (i) the Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended and the Fiscal Agent Agreement is exempt
from qualification pursuant to the Trust Indenture Act of 1939, as amended; (ii) the Bond Purchase
Agreement has been duly authorized, executed and delivered by the Authority, and (assuming the
due authorization, execution and delivery by, and validity against, the Underwriter) is a valid and
binding agreement of the Authority enforceable in accordance with its terms, except as enforcement
may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights or
remedies and is subject to general principles of equity (regardless of whether such enforceability is
considered in equity or at law); (iii) the statements contained in the Official Statement on the cover
page and under the captions "INTRODUCTION - Sources of Payment for the 2003 Bonds,"
"INTRODUCTION - Tax Exemption," "THE 2003 BONDS," "SECURITY FOR THE 2003
BONDS," "LEGAL MATTERS - Tax Exemption," APPENDIX E - "Summary of Certain
Provisions of the Fiscal Agent Agreement" and APPENDIX H - "Form of Opinion of Bond Counsel"
and are accurate insofar as such statements expressly summarize certain provisions of the Bonds, the
Fiscal Agent Agreement and such firm's opinion concerning certain federal tax matters relating to
the Bonds and (iv) the District is duly formed as a community facilities district under the Act;
(10) An opinion, dated the Closing Date and addressed to the District and the
Underwriter of McFarlin & Anderson LLP, Disclosure Counsel, to the effect that without having
undertaken to determine independently the accuracy, completeness or fairness of the statements
contained in the Official Statement, but on the basis of their participation in conferences with
representatives of the District, Richards, Watson & Gershon ("District Counsel"), Bond Counsel,
representatives of the Underwriter, representatives of Wolf Creek Development, LLC, Hewitt &
O'Neil LLP, as counsel to the Wolf Creek Development, LLC, S-P Murdy, LLC, Alhadeff & Solar
LLP, as counsel to S-P Murdy, LLC, and others, and their examination of certain documents, no
information has come to their attention which would lead them to believe that the Official Statement
as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading (except that
no opinion or belief need be expressed as to the information conceming the information under the
captions APPENDIX B - "Temecula Public Financing Authority Community Facilities District No.
03-03 (Wolf Creek) Rate and Method of Apportionment of Special Tax," APPENDIX E -"Summary
of Certain Provisions of Fiscal Agent Agreement," APPENDIX H - "Form of Opinion of Bond
Counsel" and APPENDIX I - "Book-Entry System," any fmancial, statistical or economic data or
forecasts, numbers, charts, tables, graphs, maps, estimates, projections, assumptions or expressions
of opinion, or any information about valuation, appraisals, market absorption or environmental
matters or any information about book-entry or DTC contained in the Official Statement);
9 TEMWC BPP&.wpd/LR/424
(11 ) An opinion, dated the Closing Date and addressed to the Underwriter, of the
City Attorney, as counsel to the Authority and to the District, to the effect that:
(i) The Authority is duly organized and validly existing under the Constitution and laws
of the State of Califomia;
(ii) The District is duly organized and validly existing as a community facilities district
under the laws of the State, with full legal right, power and authority to issue the Bonds and to
perform all of its obligations under the Bonds and the District Documents;
(iii) To the best of such counsel's knowledge, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, regulatory agency, public board or body is
pending or threatened against the Authority or the District affecting the existence of the Authority
or the District or the title of their officers to their respective offices, or which would materially
adversely affect the ability of the Authority to perform its obligations hereunder or under the Bonds
or the District Documents or seeking to restrain or to enjoin the development of property within the
District, the issuance, sale, or delivery of the Bonds or the exclusion from gross income for federal
income tax purposes or State personal income taxes of interest on the Bonds, or the application of
the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application
of the Special Tax to pay the principal of and interest on the Bonds, or in any way contesting or
affecting the validity or enforceability of the Bonds or the District Documents or any action of the
Authority contemplated by any of said documents or the accuracy or completeness of the Preliminary
Official Statement or the Official Statement;
(iv) The Board on behalf of the District has duly and validly adopted the Procedural
Resolutions and the Ordinance at meetings of the Board which were called and held pursuant to law
and with all public notice required by law and at which a quorum was present and acting at the time
of adoption, and the Procedural Resolutions and the Ordinance are now in full force and effect and
have not been amended;
(v) To the best of such counsel's knowledge, the Authority and the District are not in
breach of or in default under any applicable law or administrative rule or regulation of the State or
the United States of America, or of any department, division, agency or instrumentality of either
thereof, or under any applicable court or administrative decree or order, or under any loan agreement,
note, resolution, indenture, fiscal agent agreement, contract, agreement or other instrument to which
the Authority or the District is a party or is otherwise subject or bound, a consequence of which could
be to materially and adversely affect the ability of the Authority or the District to perform their
obligations under the Procedural Resolutions, the Ordinance, the Bonds or any District Documents
or which, with the passage of time or the giving of notice or both, would constitute an event of
default thereunder;
(vi) The adoption of the Procedural Resolutions and the Ordinance, and the execution
and delivery of the Bonds and the District Documents, and compliance with the provisions of each,
did not and will not conflict with or constitute a breach of or default under any applicable court or
administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture,
fiscal agent agreement, contract, agreement or other instrument to which the Authority or the District
is a party or is otherwise subject or bound, a consequence of which could be to materially and
adversely affect the ability of the Authority to perform its obligations under the Bonds or any District
Documents; and
] 0 TEMWC BPAk.wp(~LPd424
(vii) Without having undertaken to determine independently the accuracy, completeness
or fairness of the statements contained in the Official Statement, but on the basis of their participation
in conferences with representatives of the Authority, the District, Bond Counsel, Disclosure Counsel,
representatives of the Underwriter, Wolf Creek Development, LLC, S-P Murdy, LLC, and others,
and their examination of certain documents, no information has come to their attention which would
lead them to believe that the information with respect to the Authority and the District in the Official
Statement, as of its date and as of the Closing Date, contained any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading
(except that no opinion or belief need be expressed as to any Appendix to the Official Statement or
any other financial, statistical or economic data or forecasts, numbers, charts, graphs, estimates,
projections, assumptions or expressions of opinion, or any information about valuation or appraisals,
or any information about Wolf Creek Development, LLC and S-P Murdy, LLC (as such terms are
defined in the Official Statement) the book-entry or DTC contained in the Official Statement);
(12) A Certificate, dated the Closing Date and signed by an authorized
representative of the Authority, certifying that (i) the representations and warranties of the Authority
contained in this Bond Purchase Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date; (ii) no event has occurred since
the date of the Official Statement affecting the matters contained therein which should be disclosed
in the Official Statement for the purposes for which it is to be used in order to make the statements
and information contained in the Official Statement with respect to the Authority or the District not
misleading in any material respect; (iii) the Authority has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied under the Bonds and the District
Documents at or prior to the Closing Date in order to issue the Bonds;
(13) A certificate of the Authority, in a form acceptable to Bond Counsel,
containing the Authority's reasonable expectations in support of the conclusion that the Bonds are
not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as
amended;
(14) An opinion of counsel to the Fiscal Agent, dated the Closing Date, addressed
to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that:
(i) The Fiscal Agent is a national banking association, organized and existing under and
by virtue of the laws of the United States of America;
(ii) The Fiscal Agent has duly authorized the execution and delivery of the Fiscal Agent
Agreement, the District Continuing Disclosure Agreement and the Major Owner Continuing
Disclosure Agreement (collectively, the "Continuing Disclosure Agreements");
(iii) The Fiscal Agent Agreement and the Continuing Disclosure Agreements have been
duly entered into and delivered by the Fiscal Agent and assuming due, valid and binding
authorization, execution and delivery by the other parties thereto, constitute the legal, valid and
binding obligations of the Fiscal Agent enforceable against the Fiscal Agent in accordance with their
terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors' rights generally, or by general principles
of equity;
(iv) Acceptance by the Fiscal Agent of the duties and obligations under the Fiscal Agent
Agreement, and the Continuing Disclosure Agreements and compliance with provisions thereof will
] l TEMWC BPAk.wpd/LR/424
not conflict with or constitute a breach of or default under any law or administrative regulation, court
decree, resolution, charter, by-laws, agreement, instrument or commitment to which the Fiscal Agent
is subject;
(v) All approvals, consents and orders of any governmental authority or agency having
jurisdiction in the matter which would constitute a condition precedent to the performance by the
Fiscal Agent of its duties and obligations under the Fiscal Agent Agreement, and the Continuing
Disclosure Agreements have been obtained and are in full force and effect;
(vi) To such counsel's knowledge, there is no litigation pending or threatened against or
affecting the Fiscal Agent to restrain or enjoin the Fiscal Agent's participation in, or in any way
contesting the powers of the Fiscal Agent with respect to the transactions contemplated by the Bonds
or the Fiscal Agent Agreement; and
(vii) To such counsel's knowledge, there is no litigation pending or threatened against or
affecting the Fiscal Agent to restrain or enjoin the Fiscal Agent's participation in, or in any way
contesting the powers of the Fiscal Agent with respect to the transactions contemplated by the Bonds,
or the Fiscal Agent Agreement;
(15) A certificate of the Fiscal Agent, dated the Closing Date, in form and
substance acceptable to counsel for the Underwriter, to the following effect:
(i) The Fiscal Agent is a national banking association, and is organized and existing
under and by virtue of the laws of the United States of America, and has the full power and authority
to accept and perform its duties under the Fiscal Agent Agreement, and the Continuing Disclosure
Agreements;
(ii) Subject to the provisions of the Fiscal Agent Agreement, the Fiscal Agent will apply
the proceeds from the Bonds to the purposes specified in the Fiscal Agent Agreement;
(iii) The Bonds have been duly and validly authenticated on behalf of Fiscal Agent;
(iv) No consent, approval, authorization or other action by any governmental or
regulatory authority having jurisdiction over the Fiscal Agent that has not been obtained is or will
be required for the authentication of the Bonds or the consummation by the Fiscal Agent of the other
transactions contemplated to be performed by the Fiscal Agent in connection with the authentication
of the Bonds and the acceptance and performance of the obligations created by the Fiscal Agent
Agreement;
(v) There is no action, suit, proceeding, inqui~ or investigation, at law or in equity,
before or by any court, regulatory agency, public board or body pending or, to the best of its
knowledge, threatened in any way affecting the existence of the Fiscal Agent, or seeking to restrain
or to enjoin the execution and delivery of the Fiscal Agent Agreement, or the Continuing Disclosure
Agreements, or the authentication of the Bonds, by the Fiscal Agent, or in any way contesting or
affecting the validity or enforceability, as against the Fiscal Agent, of the Fiscal Agent Agreement,
or the Continuing Disclosure Agreements or any action of the Fiscal Agent contemplated by any of
said documents, or in which an adverse outcome would materially and adversely affect the ability
of the Fiscal Agent to perform its obligations under the Fiscal Agent Agreement, or the Continuing
Disclosure Agreements;
12 TEMWC BPAk.wpd~LR/424
(vi) The Fiscal Agent is not in breach of or in default under any applicable law or
administrative rule or regulation of the State or the United States of America, or of any department,
division, agency or instrumentality of either thereof, or under any applicable court or administrative
decree or order, or under any loan agreement, note, resolution, indenture, fiscal agent agreement,
contract, agreement or other instrument to which the Fiscal Agent is a party or is otherwise subject
or bound, a consequence of which could be to materially and adversely affect the ability of the Fiscal
Agent to perform its obligations under the Fiscal Agent Agreement, or the Continuing Disclosure
Agreements; and
(vii) The authentication of the Bonds, and the execution and delivery of the Fiscal Agent
Agreement, and the Continuing Disclosure Agreements by the Fiscal Agent, and compliance with
the provisions of each, will not conflict with or constitute a breach of or default under any applicable
law or administrative rule or regulation of the State or the United States of America, or of any
department, division, agency or instrumentality of either thereof, or under any applicable court or
administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture,
fiscal agent agreement, contract, agreement or other instrument to which the Fiscal Agent is a party
or is otherwise subject or bound, a consequence of which could be to materially and adversely affect
the ability of the Fiscal Agent to perform its obligations under the Fiscal Agent Agreement, or the
Continuing Disclosure Agreements;
(16) Bring-down certificates dated the Closing Date in substantially the forms
attached hereto as Exhibit C bringing forward the certificates dated November ,2003 attached
hereto as Exhibit B, and the certificates dated November ,2003 relating to Rule 15c2-12 attached
hereto as Exhibit B;
(17) Good standing certificates for the Major Owners from appropriate officials
of the Secretary of State of the State of California and from the Franchise Tax Board of the State of
California;
(18) An executed copy of each Major Owner Continuing Disclosure Agreement
(the "Major Owner Continuing Disclosure Agreements") dated as of December 1, 2003, by and
among U.S. Bank National Association, in its capacity as Fiscal Agent and Dissemination Agent, and
each Major Owner;
(19) Opinions, dated the Closing Date, addressed to the Authority, the City and
the Underwriter of Hewitt & O'Neil, LLP, counsel on behalf of Wolf Creek Development, LLC in
substantially the form attached hereto as Exhibit D- 1 and of Alhadeff& Solar LLP, counsel on behalf
of S-P Murdy, LLC, in substantially the form attached hereto as Exhibit D-2;
(20) The certificates dated November ,2003 of each Maj or Owner attached
hereto as Exhibit E and certificates dated on or before the Closing Date of the lender to each Major
Owner which have a loan secured by property within the District in substantially the form attached
hereto as Exhibit E or other evidence provided by a Major Owner or a lender that there is no event
of default under the loan agreement(s) at this time and acknowledging the priority position of the lien
of Special Taxes relative to such lender's security for the loan;
(21) A certificate from Albert A. Webb Associates to the effect that (i) if the
Special Tax is levied in accordance with the terms as set forth in the Rate and Method of
Apportionment of Special Tax of the District and collected, the amount of the levy will be sufficient
to make timely payments of debt service and estimated annual administrative expenses on the Bonds,
provided that acreage and number of units supplied by the District, by each Major Owner, or by any
13 TEMWC BPAk. WlXl/LR/424
of their agents, which has been relied upon by Albert A. Webb Associates is true and correct (no
representation need be made as to the actual amounts that will be collected in future years), (ii) the
amount of the maximum Special Taxes that may be levied in each Fiscal Year is at least 110% of the
annual debt service for the Bonds for each such Fiscal Year, assuming that the net taxable acreage
and projected development figures provided to Albert A. Webb Associates by the Major Owners are
true and correct, (iii) the description of the Rate and Method of Apportionmant of the Special Taxes
contained in the section captioned "SECURITY FOR THE 2003 BONDS - Special Taxes," and in
Appendix B is correctly presented in all material respects and (iv) that, as of the dates of the
Preliminary Official Statement and the Official Statement the information contained in those portions
of the Official Statement entitled "INTRODUCTION - The Community Facilities District,"
"iNTRODUCTION - Sources of Payment for the 2003 Bonds," "SECURITY FOR THE 2003
BONDS - Special Taxes," "SECURITY FOR THE 2003 BONDS - Rate and Method," "THE
COMMUNITY FACILITIES DISTRICT - Estimated Special Tax Allocation by Property
Ownership," "THE COMMUNITY FACILITIES DISTRICT - Direct and Overlapping Debt," "THE
COMMUNITY FACILITIES DISTRICT - Value-to-Lien Ratios," "THE COMMUNITY
FACILITIES DISTRICT - Overlapping Assessment and Community Facilities Districts,"
"COMMUNITY FACILITIES DISTRICT - Other Overlapping Direct Assessments," "THE
COMMUNITY FACILITIES DISTRICT Estimated Assessed Value-to-Lien Ratios,"
"BONDOWNERS' RISKS - Levy and Collection of the Special Tax," "BONDOWNERS' RISKS -
Exempt Properties," and in the Tables of the Official Statement captioned "Table 4 Temecula Public
Financing Authority Community Facilities District No. 03-03 (Wolf Creek) Owners of Taxable
Property as of ,2003 and Estimated Allocation of Special Tax Liability Fiscal Year
2004-05," "Table 5 Temecula Public Financing Authority Community Facilities District No. 03-03
(Wolf Creek) Projected Fiscal year 2004-05 Special tax Levy by Phase and rate and Method Property
Classification," "Table 6 Temecula Public Finance Authority Community Facilities District No. 03 - 1
Detailed Direct and Overlapping Debt," "Table 7 Temecula Public Financing Authority Community
Facilities District No. 03-03 (Wolf Creek) Value-to-Lien Analysis (As of September 15, 2003
Appraisal Date of Value)" and "Appendix B" and the other data provided by the Special Tax
Consultant and included in the Official Statement, do not, to my knowledge, contain any untrae
statement of a material fact or omit to state a material fact necessary to make the statements made
therein, in light of the circumstances under which they were made, not misleading;
(22) (i) The final appraisal report with a date of value of September 15, 2003 and
the Supplemental Letter to the Summary Appraisal Report ( collectively, the "Appraisal Report") of
Stephen G. White, MAI (the "Appraiser") setting forth appraised values of land within the District
at not less than the appraised values set forth in the Official Statement, and (ii) a certificate of the
Appraiser in substantially the form of Exhibit F hereto, dated the Closing Date and addressed to the
Underwriter, the Authority and the CFD.
(23) A certificate of the Market Absorption Consultant in substantially the form
of Exhibit G hereto, dated the Closing Date and addressed to the Underwriter, the Authority and the
CFD.
(24) A conformed or certified copy of the Notice of Special Tax Lien recorded
on November ,2003 as Document No. 2003- , with the County Recorder;
(25) Certified copies of proceedings relating to formation of the District,
including a copy of the Procedural Resolutions and Ordinance No. TPFA 03-~ (Wolf Creek),
adopted on [November 18], 2003 levying the special taxes in accordance with the amended Rate and
Method of Apportionment of Special Taxes;
] 4 TEMWC B PAk.wpd/LP-J424
(26) Evidence that the federal tax information Form 8038-G has been prepared
for filing;
(27) Copies of filings with the California Debt and Investment Advisory
Commission relating to the issuance of the Bonds; and
(28) Such additional legal opinions, certificates, insmunents and other documents
as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof
and as of the Closing Date, of the statements and information contained in the Preliminary Official
Statement and the Official Statement, of the Authority's representations and warranties contained
herein and the due performance or satisfaction by the Authority at or prior to the Closing Date of all
agreements then to be performed and all conditions then to be satisfied by the Authority in
connection with the transactions contemplated hereby and by the Procedural Resolutions and the
Official Statement.
(e) At the time of the Closing, no default shall have occurred or be existing under this
Purchase Agreement, the Fiscal Agent Agreement or the District Documents and the Authority and the
District shall not be in default in the payment of principal or interest on any of its bonded indebtedness which
default shall adversely impact the ability of the Authority or the District to make payment on the Bonds.
(f) If the Authority shall be unable to satisfy the conditions to the obligations of the
Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Bond Purchase
Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds
shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase
Agreement shall terminate and neither the Underwriter nor the Authority shall be under any further obligation
hereunder, except that the respective obligations of the Authority and the Underwriter set forth and Section
4 hereof shall continue in full rome and effect.
4. Expenses.
Whether or not the Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the Authority shall
pay or cause to be paid (out of any legally available funds of the Authority relating to the District) all
expenses incident to the performance of the Authority's and the District's obligations hereunder, including,
but not limited to, the cost of printing and delivering the Bonds to the Underwriter, the cost of preparation,
printing (and/or word processing and reproduction), distribution and delivery of the Fiscal Agent Agreement,
the Procedural Resolutions, the Ordinance, the Preliminary Official Statement, the Official Statement and all
other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable
quantities as requested by the Underwriter; the fees and expenses in connection with obtaining a delinquency
report and statement of direct and overlapping bonded debt from Albert A. Webb Associates; and the fees
and disbursements of the Fiscal Agent for the Bonds, Bond Counsel, Disclosure Counsel and any market
absorption consultants, accountants, financial advisors, engineers or any other experts or consultants the
Authority has retained in connection with the Bonds and any out-of-pocket disbursements of the Authority
to be paid from the proceeds of the Bonds; and
(b) The Authority shall be under no obligation to pay, and the Underwriter shall
pay, the cost of preparation of any "Blue Sky" or legal investment memoranda; expenses to qualify the Bonds
for sale under any "Blue Sky" or other state securities laws, the fees, if any, payable to the California Debt
and Investment Advisory Commission on account of the Bonds; CUSIP Service Bureau fees; and all other
1 5 IEMWC BPAk,wpd/LR/424
expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds
(except those specifically enumerated in paragraph (a) of this section), including any advertising expenses.
5. Notices. Any notice or other communication to be given to the Authority under this
Bond Purchase Agreement may be given by delivering the same in writing to the Temecula Public Financing
Authority, 43200 Business Park Drive, Temecula, Califomia 92590 Attention: Director of Finance; and any
notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be
given by delivering the same in writing to Stone & Youngberg LLC, 515 South Figueroa Street, Suite 1060,
Los Angeles, California 90071, Attention: Municipal Finance Department; provided, however, that all such
notices, requests or other communications may be made by telephone and promptly confirmed by writing.
The Authority and the Underwriter may, by notice given as aforesaid, specify a different address for any such
notices, request or other communications.
6. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of
the Authority and the Underwriter (including their successors or assigns), and no other person shall acquire
or have any right hereunder or by virtue hereof.
7. Survival of Representations and Warranties. The representations and warranties of
the Authority set forth in or made pursuant to this Bond Purchase Agreement shall not be deemed to have
been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Bond
Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or
statements as to the results of such investigations) concerning such representations and statements of the
Authority and regardless of delivery of and payment for the Bonds.
8. Effective. This Bond Purchase Agreement shall become effective and binding upon
the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid
and enforceable as of the time of such acceptance.
9. Applicable Law; Nonassignabitity. This Bond Purchase Agreement shall be
governed by the laws of the State. This Bond Purchase Agreement shall not be assigned by the Authority or
the Underwriter.
10. Execution of Counterparts. This Bond Purchase Agreement may be executed in
several counterparts, each of which shall be regarded as an original and all of which shall constitute one and
the same.
11. No Prior Agreements. This Bond Purchase Agreement supersedes and replaces all
prior negotiations, agreemems and understandings between the parties hereto in relation to the sale of Bonds
by the Authority and represents the entire agreement of the parties as to the subject matter herein.
12. Partial Unenforceability. Any provision of this Bond Purchase Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions of this Bond Purchase
Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
13. Capitalized Terms. Terms with initial capital letters not otherwise defined herein
shall have the meanings assigned to them in the Fiscal Agent Agreement or the Official Statement.
Very truly yours,
] 6 TEMWC BPAk.wpc[/LR/424
STONE & YOUNGBERG LLC
By:
Managing Director
ACCEPTED: November ,2003
TEMECULA PUBLIC FINANCING AUTHORITY FOR
AND ON BEHALF OF THE TEMECULA PUBLIC
FINANCING AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-03 (WOLF CREEK)
By: _
17 TEMWC BPAk.wpd/LR/424
EXHIBIT A
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2003 SPECIAL TAX BONDS
MATURITY SCHEDULE
Maturity Date
(September 1)
Serial Bonds:
2004 $
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Term Bonds:
20XX
2034
Totallssue $
Principal Interest
Amount Rate Yield Price
% % %
The purchase price of the Bonds shall be $ . (which is the principal mount thereof
$ ., less a net original issue discount of $ ., and less the Underwriter's discount of
$ ). In addition, no accrued interest will be paid with respect to the Bonds because the Bonds are
dated the closing date.
A- 1 TEMWC BPAk.wpd/LPd424
EXHIBIT B
[See separate documents -
Major Owners' and Merchant Builders' Certificates]
EXHIBIT C
[See separate documents -
Major Owners' and Merchant Builders' Closing Certificates]
B&C- 1 'reMwc ~P~a.wpdme4424
APPENDIX F
FORM OF DISTRICT CONTINUING DISCLOSURE AGREEMENT
This CONTINUiNG DISCLOSURE AGREEMENT (the "Disclosure Agreement") is exccntcd and
entered into as of December 1, 2003, by and between U.S. Bank National Association, a national banking
association organized and existing under and by virtue of the laws of the United States of America (the
"Bank"), in its capacity as Dissemination Agent (the "Dissemination Agent") and in its capacity as Fiscal
Agent (the "Fiscal Agent"), and the Temecula Public Financing Authority, a joint exercise of powers
authority organized and existing under and by virtue of the Constitution and of the laws of the State of
California (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community
Facilities District No. 03-03 (the "District");
WITNESSETH:
WHEREAS, pursuant to the Fiscal Agent Agreement, dated as of December 1, 2003 (the "Fiscal
Agent Agreement"), by and between the Authority, for and on behalf of the District, and the Fiscal Agent,
the Authority has issued its 2003 Special Tax Bonds in the aggregate principal amount orS (the
"Bonds"); and
WHEREAS, this Disclosure Agreement is being executed and delivered by the Authority and the
Fiscal Agent for the benefit of the owners and beneficial owners of the Bonds and in order to assist the
underwriter of the Bonds in complying with Securities and Exchange Commission Rule 15c2-12(b)(5);
NOW, THEREFORE, for and in consideration of the mutual premises and covenants herein
contained, the parties hereto agree as follows:
Section 1. Definitions. Capitalized andefined terms used herein shall have the meanings ascribed
thereto in the Fiscal Agent Agreement. In addition, the following capitalized terms shall have the following
meanings:
"Annual Report" shall mean any Annual Report provided by the Authority pursuant to, and described
in, Sections 2 and 3 of this Disclosure Agreement.
"Annual Report Date" shall mean the date in each year that is eight months after the end of the
Authority's fiscal year, which date, as of the date of this Disclosure Agreement, is [March] 1.
"Disclosure Representative" shall mean the Finance Director of the City of Temecula, as Treasurer
of the Authority, or his or her designee, or such other office or employee as the Authority shall designate in
writing to the Fiscal Agent from time to time.
"Dissemination Agent" shall mean U.S. Bank National Association, acting in its capacity as
Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Authority
and which has filed with the Fiscal Agent a written acceptance of such designation.
"Listed Events" shall mean any of the events listed in Section 4(a) of this Disclosure Agreement.
F-1
"National Repository" shall mean any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule. Information on the National Repositories as of a particular date is
available on the Internet at www.sec.gov/consumer/nrmsir.htm.
"Official Statement" shall mean the Official Statement, dated November __, 2003, relating to the
Bonds.
"Participating Underwriter" shall mean Stone & Youngberg LLC.
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as the same may be amended from time to time.
"State Repository" shall mean any public or private repository or entity designated by the State of
California as a state repository for the purpose of the Rule and recognized as such by the Securities and
Exchange Commission. As of the date of this Disclosure Agreement, there is no State Repository.
Section 2. Provision of Annual Reports.
(a) The Authority shall, or, upon furnishing the Annual Report to the Dissemination
Agent, shall cause the Dissemination Agent to, provide to each Repository, to the Fiscal
Agent and to the Participating Underwriter an Annual Report which is consistent with the
requirements of Section 3 of the Disclosure Agreement, not later than the Annual Report
Date, commencing with the report for the [2004/05 fiscal year. The Annual Report may be
submitted as a single document or as separate documents comprising a package, and may
include by reference other information as provided in Section 3 of this Disclosure
Agreement; provided, however, that the audited fmancial statements of the Authority, if any,
may be submitted separately from the balance of the Annual Report, and later than the date
required above for the filing of the Annual Report if not available by that date. If the
Authority's fiscal year changes, it shall give notice of such change in the same manner as for
a Listed Event under Section 4(0.
(b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a)
for providing the Annual Report to Repositories, the Authority shall provide the Annual
Report (in a form suitable for reporting to the Repositories) to the Dissemination Agent, the
Fiscal Agent (if the Fiscal Agent is not the Dissemination Agent) and the Participating
Underwriter. If by such date, the Fiscal Agent has not received a copy of the Annual Report,
the Fiscal Agent shall contact the Disclosure Representative and the Dissemination Agent
to inquire if the Authority is in compliance with the first sentence of this subsection (b). The
Authority shall provide a written certification with each Annual Report furnished to the
Dissemination Agent to the effect that such Annual Report constitutes the Annual Report
required to be furnished by it hereunder. The Dissemination Agent may conclusively rely
upon such certification of the Authority and shall have no duty or obligation to review such
Annual Report.
(c) If the Fiscal Agent is unable to verify that an Annual Report has been provided to
Repositories by the date required in subsection (a), the Fiscal Agent shall send a notice to
the Repositories and the appropriate State Repository, if any, in substantially the form
attached as Exhibit A.
F-2
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name
and address of each National Repository and each State Repository, if any; and
(ii) file a report with the Authority, the Participating Underwriter and (if the
Dissemination Agent is not the Fiscal Agent) the Fiscal Agent certifying that the Annual
Report has been provided pursuant to this Disclosure Agreement, stating the date it was
provided and listing all the Repositories to which it was provided.
Section 3. Content of Annual Reports. The Authority's Annual Report shall contain or incorporate
by reference the following:
(a) The Authority's audited financial statements, if any, prepared in accordance with
generally accepted accounting principles as promulgated to apply to government entities from time
to time by the Governmental Accounting Standards Board. If the Authority's audited financial
statements, if any, are not available by the time the Annual Report is required to be filed pursuant
to Section 2(a), the Annual Report shall contain unaudited fmancial statements in a format similar
to that used for the Authority's audited financial statements, and the audited financial statements,
if any, shall be filed in the same manner as the Annual Report when they become available. If the
Authority's auff~ted financial statements, if any, or unaudited financial statements are akeady filed,
the Annual Report may reference that such financial statements are on file with the Repositories.
(b) The following information:
(i)
The principal amount of Bonds, including separate statements of the
principal amounts of Fixed Rate Bonds and Parity Bonds, if any,
outstanding as of September 30 next preceding the date of the Annual
Report Date.
(ii)
The balance in the Post-Conversion Reserve Fund, if any, and a statement
of the Post-Conversion Reserve Requirement as of the September 30 next
preceding the Annual Report Date and the balance in the other funds and
accounts held under the Fiscal Agent Agreement.
(iii)
Information regarding the amount of the annual special taxes levied in the
District, the amount collected, the names of the owners of property
responsible for more than 5% of the Special Tax levy and the amount of
Special Tax owed, as shown on such assessment roll of the Riverside
County Assessor last equalized prior to the September 30 next preceding
the Annual Report Date.
(iv)
The total assessed value of all parcels within the District on which the
Special Taxes are levied, as shown on the assessment roll of the Riverside
County Assessor last equalized prior to the September 30 next preceding
the Annual Report Date, and a statement of assessed value-to-lien ratios
therefor for the property in the District by Rate and Method of
Apportionment of Special Tax land use categories.
F-3
(v)
The Special Tax delinquency rote for all pamels within the District on
which the Special Taxes are levied, as shown on the assessment roll of the
Riverside County Assessor last equalized prior to the September 30 next
preceding the Annual Report Date, the number of parcels within the
District on which the Special Taxes are levied and which are delinquent
in payment of Special Taxes based on parcels, as shown on the assessment
roll on the Riverside County Assessor last equalized prior to the
September 30 next preceding the Annual Report Date, the amount of each
delinquency, the length of time delinquent and the date on which
foreclosure was commenced, or similar information pertaining to
delinquencies deemed appropriate by the District; provided, however, that
parcels with aggregate delinquencies of $5,000 or less (excluding penalties
and interest) may be grouped together and such information may be
provided by category.
(vi)
The status of foreclosure proceedings for any parcels within the District
on which the Special Taxes are levied and a summary of the results of any
foreclosure sales as of the September 30 next preceding the Annual Report
Date.
(vii)
The identity of any property owner representing more than five percent
(5%) of the annual Special Tax levy who is delinquent in payment of such
Special Taxes, as shown on such assessment roll of the Riverside County
Assessor last equalized prior to the September 30 next preceding the
Annual Report Date.
(viii)
A summary of (a) zoning changes, if any, approved by the City of
Temecula (the "City") for property subject to the Special Tax in the
District and (b) building permits issued by the City for property subject to
the Special Tax in the District.
(ix)
A copy of any report for or concerning the District as of the immediately
preceding October 31 required under State Law.
(x)
[The principal amount of any conversion of Variable Rate Bonds to Fixed
Rate Bonds and the revenue coverage and value-to-lien calculated for all
Fixed Rate Bonds at the time of such conversion.]
(xi)
[The average coupon rate for all Fixed Rate Bonds, and if such average
rate is greater than 6.50%, an advisory that some Variable Rate Bonds
may not become eligible for conversion to Fixed Rate Bonds.]
(c) In addition to any of the information expressly required to be provided under
paragraphs (a) and (b) of this Section, the Authority shall provide such further information, if any,
as may be necessary to make the required statements, in the light of the circumstances under which
they are made, not misleading.
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the Authority or related public entities,
which have been submitted to each of the Repositories or the Securities and Exchange Commission.
F-4
If the document included by reference is a final official statement, it must be available from the
Municipal Securities Rulemaking Board. The Community Facilities District shall clearly identify
each such other document so included by reference.
Section 4. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 4, the Authority shall give, or
cause to be given, notice of the occurrence of any of the following events with respect to the
Bonds, if material:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults;
(iii)
Unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) Substitution of credit or liquidity providers, or their failure to perform;
(vi)
Adverse tax opinions or events affecting the tax-exempt status of the
security;
(vii) Modifications to rights of security holders;
(viii) Contingent or unscheduled bond calls;
(ix) Defeasances;
(x)
Release, substitution, or sale of property securing repayment of the
securities;
(xi) Rating changes; and
(xii) Receipt by the Authority of notice that a credit on liquidity facility will not
be renewed, replaced or extended.
(b) The Fiscal Agent shall, within five (5) business days of obtaining actual knowledge
of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of
the event, and request that the Authority promptly notify the Dissemination Agent in writing whether or not
to report the event pursuant to subsection (f), provided, however, that the Dissemination Agent shall have no
liability to Bond Owners for any failure to provide such notice. For purposes of this Disclosure Agreement,
"actual knowledge" of the occurrence of the Listed Events described under clauses (ii), (iii), (vi), (x) and (xi)
above shall mean actual knowledge by an officer at the corporate trust office of the Fiscal Agent. The Fiscal
Agent shall have no responsibility for determining the materiality of any of the Listed Events.
F-5
(c) Whenever the Authority obtains knowledge of the occurrence of a Listed Event,
whether because of a notice from the Fiscal Agent pursuant to subsection (b) or otherwise, the Authority shall
as soon as possible determine if such event would be material under applicable Federal securities law.
(d) If the Authority determines that knowledge of the occurrence of a Listed Event
would be material under applicable Federal securities law, the Authority shall promptly notify the
Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence
pursuant to subsection (f). The Authority shall provide the Dissemination Agent with a form of notice of such
event in a format suitable for reporting to the Municipal Securities Rulemaking Board and each State
Repository, if any.
(e) If in response to a request under subsection (b), the Authority determines that the
Listed Event would not be material under applicable Federal securities law, the Authority shall so notify the
Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant
to subsection (f).
(f) If the Dissemination Agent has been instructed by the Authority to report the
occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the
Municipal Securities Rulemaking Board and each State Repository and shall provide a copy of such notice
to each Participating Underwriter described on Exhibit B attached hereto. Notwithstanding the foregoing,
notice of Listed Events described in subsections (a)(viii) and (ix) need not be given under this subsection any
earlier than the notice (if any) of the underlying event is given to owners of affected Bonds pursuant to the
Fiscal Agent Agreement.
Section 5. Termination of Reporting Obligation. All of the Authority's obligations under this
Disclosure Agreement shall terminate upon the earliest to occur of(i) the legal defeasance of the Bonds, (ii)
prior redemption of the Bonds or (iii) payment in full of all the Bonds. If such determination occurs prior to
the final maturity of the Bonds, the Authority shall give notice of such termination in the same manner as for
a Listed Event under Section 4(0.
Section 6. Dissemination Agent. The Authority may, from time to time, appoint or engage a
Dissemination Agent to assist in can'ying out its obligations under this Disclosure Agreement, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The
initial Dissemination Agent shall be U.S. Bank National Association. The Dissemination Agent may resign
by providing forty-five (45) days' written notice to the Authority and the Fiscal Agent (if the Fiscal Agent
is not the Dissemination Agent). The Dissemination Agent shall have no duty to prepare the Annual Report
nor shall the Dissemination Agent be responsible for filing any Annual Report not provided to it by the
Authority in a timely manner and in a form suitable for filing, lfat any time there is not any other designated
Dissemination Agent, the Fiscal Agent shall be the Dissemination Agent.
Section 7. Amendment; Waiver. Notwithstanding any otherprovision of this Disclosure Agreement,
the Authority, the Fiscal Agent and the Dissemination Agent may amend this Disclosure Agreement (and the
Fiscal Agent and the Dissemination Agent shall agree to any amendment so requested by the Authority, so
long as such amendment does not adversely affect the rights or obligations of the Fiscal Agent or the
Dissemination Agent), and any provision of this Disclosure Agreement may be waived, provided that the
following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 2(a), 3 or 4(a), it
may only be made in connection with a change in circumstances that arises from a change in legal
F-6
requirements, change in law, or change in the identity, nature, or status of an obligated person with
respect to the Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at
the time of the primary offering of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver either (i) is approved by owners of a majority
of the owners of the Bonds affected thereby in the manner provided in the Fiscal Agent Agreement
for amendments to the Fiscal Agent Agreement with the consent of owners, or (ii) does not, in the
opinion of nationally recognized bond counsel, materially impair the interests of the owners or
beneficial owners of the Bonds.
If the annual financial information or operating data to be provided in the Annual Report is amended
pursuant to the provisions hereof, the first annual financial information containing the amended operating data
or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the
change in the type of operating data or financial information being provided.
If an amendment is made to the undertaking specifying the accounting principles to be followed in
preparing financial statements, the annual f'mancial information for the year in which the change is made shall
present a comparison between the financial statements or information prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles. The comparison
shall include a qualitative discussion of the differences in the accounting principles and the impact of the
change in the accounting principles on the presentation of the financial information in order to provide
information to investors to enable them to evaluate the ability of the Authority to meet its obligations,
including its obligation to pay debt service on the Bonds. To the extent reasonably feasible, the comparison
shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in
the same manner as for a Listed Event under Section 4(f).
Section 8. Additional Information. Nothing in this Disclosure Agreement shallbe deemed to prevent
the Authority from disseminating any other information, using the means of dissemination set forth in this
Disclosure Agreement or any other means of communication, or including any other information in any
Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this
Disclosure Agreement. If the Authority chooses to include any information in any Annual Report or notice
of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure
Agreement, the Authority shall have no obligation under this Disclosure Agreement to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 9. Default. In the event of a failure of the Authority, the Dissemination Agent or the Fiscal
Agent to comply with any provision of this Disclosure Agreement, the Fiscal Agent may (and, at the written
direction of any Participating Underwriter or the owners of at least 25% aggregate principal amount of
Outstanding Bonds, shall, upon receipt ofindenmification reasonably satisfactory to the Fiscal Agent), or any
owner or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the Authority, the Dissemination
Agent or the Fiscal Agent, as the case may be, to comply with its obligations under this Disclosure
Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the
Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of
F-7
the Authority, the Dissemination Agem or the Fiscal Agent to comply with this Disclosure Agreement shall
be an action to compel performance.
Section 10. Duties, Immunities and Liabilities of Fiscal Agent and Dissemination Agent. Section
[8.01 and Section 8.02] of the Fiscal Agent Agreement are hereby made applicable to this Disclosure
Agreement as if this Disclosure Agreement were (solely for this propose) contained in the Fiscal Agent
Agreement, and the Fiscal Agent and the Dissemination Agent shall be entitled to the protections, limitations
from liability and indemnities afforded to the Fiscal Agent thereunder. The Dissemination Agent and the
Fiscal Agent shall have only such duties hereunder as are specifically set forth in this Disclosure Agreement.
This Disclosure Agreement does not apply to any other securities issued or to be issued by the Authority.
The Dissemination Agent shall have no obligation to make any disclosure concerning the Bonds, the
Authority or any other matter except as expressly set out herein, provided that no provision of this Disclosure
Agreement shall limit the duties or obligations of the Fiscal Agent under the Fiscal Agem Agreement. The
Dissemination Agent shall have no responsibility for the preparation, review, form or content of any Annual
Report or any notice of a Listed Event. The fact that the Fiscal Agent has or may have any banking, fiduciary
or other relationship with the District or any other party, apart from the relationship created by the Fiscal
Agent Agreement and this Disclosure Agreement, shall not be construed to mean that the Fiscal Agent has
knowledge or notice of any event or condition relating to the Bonds or the District except in its respective
capacities under such agreements. No provision of this Disclosure Agreement shall require or be construed
to require the Dissemination Agent to interpret or provide an opinion concerning any information disclosed
hereunder. Information disclosed hereunder by the Dissemination Agent may contain such disclaimer
language concerning the Dissemination Agent's responsibilities hereunder with respect thereto as the
Dissemination Agent may deem appropriate. The Dissemination Agent may conclusively rely on the
determination of the District as to the materiality of any event for purposes of Section 4 hereof. Neither the
Fiscal Agent nor the Dissemination Agent make any representation as to the sufficiency of this Disclosure
Agreement for purposes of the Rule. The Dissemination Agent shall be paid compensation by the District
for its services provided hereunder in accordance with its schedule of fees, as amended from time to time, and
all expenses, legal fees and advances made or incurred by the Dissemination in the performance of its duties
hereunder. The District's obligations under this Section 10 shall survive the termination of this Disclosure
Agreement.
Section 11. Beneficiaries. The Participating Underwriter and the owners and beneficial owners from
time to time of the Bonds shall be third party beneficiaries under this Disclosure Agreement. This Disclosure
Agreement shall inure solely to the benefit of the Community Facilities District, the Fiscal Agent, the
Dissemination Agent, the Participating Underwriter and owners and beneficial owners from time to time of
the Bonds, and shall create no rights in any other person or entity.
Section 12. Notices. Any notice or communications herein required or permitted to be given to the
Authority, the Fiscal Agent or the Dissemination Agent shall be in writing and shall be deemed to have been
sufficiently given or served for all purposes by being delivered or sent by telecopy or by being deposited,
postage prepaid, in a post office letter box, to the addresses set forth below, or to such other address as may
be provided to the other parties hereinafter listed in writing from time to time, namely:
F-8
If to the Authority:
Temecula Public Financing Authority
43200 Business Park Drive
Temecula, California 92590
Attention: Director of Finance
Telephone: 909/694-6430
Telecopier: 909/694-6479
If to the Community
Facilities District:
Community Facilities District No. 03-03
43200 Business Park Drive
Temecula, California 92590
Attention: Director of Finance
Telephone: 909/694-6430
Telecopier: 909/694-6479
If to the
Dissemination
Agent:
U.S. Bank National Association
633 West Fifth Street, 24th Floor
LM-CA-T24T
Los Angeles, California 90071
Telephone: 213/615-6030
Telecopier: 213/615-6199
If to the
Fiscal Agent:
U.S. Bank National Association
633 West Fifth Street, 24th Floor
LM-CA-T24T
Los Angeles, California 90071
Telephone: 213/615-6030
Telecopier: 213/615-6199
If to the
Participating
Undenvriter:
Stone & Youngberg LLC
One Ferry Building
San Francisco, California 94111
Telephone: 415/445-2300
Attention: Municipal Research Department
Section 13. Future Determination of Obligated Persons. In the event the Securities Exchange
Commission amends, clarifies or supplements the Rule in such a manner that requires any landowner within
the Authority to be un obligated person as defined in the Rule, nothing contained herein shall be construed
to require the Authority to meet the continuing disclosure requirements of the Rule with respect to such
obligated person and nothing in this Disclosure Agreement shall be deemed to obligate the Authority to
disclose information concerning any owner of land within the Authority except as required as part of the
information required to be disclosed by the Authority pursuant to Section 4 and Section 5 hereof.
Section 14. Severability. In case any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforeeability shall not affect any other provision hereof.
F-9
Section 15. State of California Law Governs. The validity, interpretation and performance of this
Purchase Agreement shall be governed by the laws of the State of California.
Section 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the same instrument.
Section 17. Merger. Any person succeeding to all or substantially all of the Dissemination Agent's
corporate trust business shall be the successor Dissemination Agent without the filing of any paper or any
further act.
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the
date first above written.
TEMECULA PUBLIC FINANCING AUTHORITY,
FOR AND ON BEHALF OF TEMECULA PUBLIC
FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-03 (WOLF CREEK)
By:
Authorized Officer
U.S. BANK NATIONAL ASSOCIATION, as Fiscal
Agent
By:
Authorized Officer
U.S. BANK NATIONAL ASSOCIATION, as
Dissemination Agent
By:
Authorized Officer
F-10
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE SEMI-ANNUAL REPORT
Name of Issuer:
Temecula Public Financing Authority, for and on behalf of Temecula Public
Financing Authority Community Facilities District No. 03-03 (Wolf Creek)
Name of Bond Issue:
Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek)
2003 Special Tax Bonds
Date of Issuance:
December 1, 2003
NOTICE IS HEREBY GIVEN that the Temecula Public Financing Authority (the "Authority") has not
provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure
Agreement, dated as of December 1, 2003, by and between the U.S. Bank National Association, in its
capacity as Fiscal Agent, and in its capacity as Dissemination Agent, and the Authority. [The Authority
anticipates that the Annual Report will be filed by .]
Dated: __,
U.S. BANK NATIONAL ASSOCIATION, as
Fiscal Agent, on behalf of the Temecula Public
Financing Authority
cc: Temecula Public Financing Authority
Stone & Youngberg LLC
Authorized Officer
F-11
EXHIBIT B
PARTICIPATING UNDERWRITER
Stone & Yotmgberg LLC
One Ferry Building
San Francisco, California 94111
Telephone: 415/445-2300
Attention: Municipal Research Department
F-12
ITEM 4
ORDINANCE NO. TPFA 03-02
AN ORDINANCE OF THE TEMECULA PUBLIC FINANCING
AUTHORITY LEVYING SPECIAL TAXES WITHIN TEMECULA
PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-03 (WOLF CREEK)
WHEREAS, on October 28, 2003, this Board of Directors of the Temecula Public
Financing Authority (the "Authority") adopted a resolution entitled "A Resolution of the Board of
Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a
Community Facilities District and to Authorize the Levy of Special Taxes Therein - Wolf Creek"
(the "Resolution of Intention"), stating its intention to establish the Temecula Public Financing
Authority Community Facilities District No. 01-3 (Wolf Creek) pursuant to the Mello-Roos
Community Facilities Act of 1982, Section 53311 et seq. of the California Government Code (the
"Law"), to finance costs of certain public improvements (the "Facilities"), to finance the costs to
eliminate a fixed special assessment lien (the "Prior Lien"), and to fund certain annual
maintenance services (the "Services");
WHEREAS, notice was published as required by the Law of the public hearing called
pursuant to the Resolution of Intention relative to the intention of this Board of Directors to form
the District and to provide for the costs of the Facilities, the costs to eliminate the Prior Lien and
to fund the annual costs of the Services;
WHEREAS, on October 28, 2003 this Board of Directors held the public hearing as
required by Law relative to the determination to proceed with the formation of the District and
the Rate and Method;
WHEREAS, at the public hearing all persons desiring to be heard on all matters
pertaining to the formation of the District and the levy of special taxes in the District were heard,
substantial evidence was presented and considered by this Board of Directors and a full and fair
hearing was held;
WHEREAS, subsequent to said hearing, this Board of Directors adopted resolutions
entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority of
Formation of Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf
Creek), Authorizing the Levy of a Special Tax Within the District, Preliminarily Establishing an
Appropriations Limit for the District and Submitting Levy of the Special Tax and the
Establishment of the Appropriations Limit to the Qualified Electors of the District" (the
"Resolution of Formation"), "A Resolution of the Board of Directors of the Temecula Public
Financing Authority Determining the Necessity to Incur Bonded Indebtedness Within Temecula
Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) and Submitting
Proposition to the Qualified Electors of the District" (the "Resolution of Necessity") and "A
Resolution of the Board of Directors of the Temecula Public Financing Authority Calling Special
Election Within Community Facilities District No. 03-03 (Wolf Creek)", which resolutions
established the District, authorized the levy of a special tax with the District, and called an
election within the District on the proposition of incurring indebtedness, levying a special tax and
establishing an appropriations limit within the District, respectively; and
WHEREAS, on October 28, 2003 an election was held within the District in which the
then two eligible landowner electors approved said propositions.
R:fTPFA Ords 2003/TPFA 03-02 1
NOW, THEREFORE, the Board of Directors of the Temecula Public Financing Authority
ordains as follows:
Section 1. By the passage of this Ordinance this Board of Directors hereby authorizes
and levies special taxes within the District, pursuant to the Law, at the rate and in accordance
with the rate and method of apportionment of special taxes for the District approved by the
Resolution of Formation (the "Rate and Method") which Resolution is by this reference
incorporated herein. The special taxes are hereby levied commencing in the current fiscal year
and in each fiscal year thereafter until (a) payment in full of any bonds issued by the Authority
for the District (the "Bonds") as contemplated by the Resolution of Formation and the Resolution
of Necessity, payment in full of the annual Services costs for a period not to exceed 50 fiscal
years as contemplated by the Resolution of Formation, and payment in full all costs of
administering the District.
Section 2. The Authority Treasurer is hereby authorized and directed each fiscal year to
determine the specific special tax rate and amount to be levied for each pamel of real property
within the District, in the manner and as provided in the Resolution of Formation.
Section 3. Properties or entities of the State, federal or local governments shall be
exempt from any levy of the special taxes, to the extent set forth in the Rate and Method
attached as Exhibit B to the Resolution of Intention. In no event shall the special taxes be levied
on any parcel within the District in excess of the maximum tax specified in the Rate and Method.
Section 4. All of the collections of the special tax shall be used as provided for in the
Law and in the Resolution of Formation including the payment of principal and interest on the
Bonds, the replenishment of the reserves for the Bonds, the payment of the costs of the
Authority and the City of Temecula in administering the District, the payment of the costs of
providing the Services, and the costs of collecting and administering the special tax.
Section 5. The special taxes shall be collected from time to time as necessary to meet
the financial obligations of the District on the secured real property tax roll in the same manner
as ordinary ad valorem taxes are collected. The special taxes shall have the same lien priority,
and be subject to the same penalties and the same procedure and sale in cases of delinquency
as provided for ad valorem taxes. In addition, the provisions of Section 53356.1 of the
California Government Code shall apply to delinquent special tax payments. The Treasurer is
hereby authorized and directed to provide all necessary information to the auditor/tax collector
of the County of Riverside and to otherwise take all actions necessary in order to effect proper
billing and collection of the special tax, so that the special tax shall be levied and collected in
sufficient amounts and at the times necessary to satisfy the financial obligations of the District in
each fiscal year until the Bonds are paid in full and provision has been made for payment of all
of the administrative costs of the District.
Notwithstanding the foregoing, the Treasurer may collect one or more installments of the special
taxes on any one or more parcels in the District by means of direct billing by the Authority of the
property owners within the District, if any of the Bonds bear interest at a variable interest rate, or
otherwise if, in the judgment of the Treasurer, such means of collection will reduce the
administrative burden on the Authority in administering the District or is otherwise appropriate in
the circumstances. In such event, the special taxes shall become delinquent if not paid when
due as set forth in any such respective billing to the applicable property owners.
R:~'PFA Ords 2003/TPFA 03-02 2
Section 6. If for any reason any portion of this Ordinance is found to be invalid, or if the
special tax is found inapplicable to any particular parcel within the District, by a Court of
competent jurisdiction, the balance of this Ordinance, and the application of the special tax to
the remaining parcels within the District shall not be affected.
INTRODUCED, and the first reading occurred on October 28, 2003; and
PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Temecula
Public Financing Authority at a meeting held on the 18~ day November, 2003.
ATTEST:
Jeffrey E. Stone, Chairperson
Susan W. Jones, CMC
City Clerk/Authority Secretary
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan Jones, Secretary of the Temecula Public Financing Authority, HEREBY DO
CERTIFY that the foregoing Ordinance No. TPFA 03-02 was duly introduced and placed upon
its first reading at a regular meeting of the Temecula Public Financing Authority on the 28th day
of October, 2003, and that thereafter, said Ordinance was duly adopted and passed at a regular
meeting of the Board of Directors of the Temecula Public Financing Authority on the 18th day of
November, 2003, by the following vote:
AYES:
BOARDMEMBERS:
NOES:
BOARDMEMBERS:
ABSENT:
BOARDMEMBERS:
ABSTAIN:
BOARDMEMBERS:
Susan W. Jones, CMC
City Clerk/Authority Secretary
R:/'rPFA Ords 2003/TPFA 03-02 3
ITEM 14
APPROVAL
CItY ATTORNEY ~
DIRECTOR OF FIN/A~sE
CITY MANA G E R(,_//~,/
CITY OFTEMECULA
AGENDA REPORT
TO: City ManagedCity Council
FROM: Jim O'Grady, Assistant City Manager
DATE: November 18, 2003
SUBJECT:
Donation to Firefighters Spark of Love Toy Drive (Requested by Mayor Stone)
RECOMMENDATION: That the City Council consider approval and allocation of $500 for
the Firefighters' "Spark of Life" Toy Drive.
BACKGROUND: Each year the Firefighters sponsor the "Spark of Love" Toy Drive
Campaign. Last year the Firefighters provided approximately 3800 toys for needy children in
our area. Mayor Stone is requesting that the City Council approve $500 in funding for this Toy
Drive to assist needy children.
FISCAL IMPACT: Funding was not included in the FY 2003/04 budget for this purpose. If
Council approves this request, Council would also need to appropriate $500 from the
Unallocated Reserves of the General Fund to Department 101, account 5267 ((Community
Support - Community Services Funding)
E:\Ogradyj~Agenda Reports\Firefigh[ers Spark ol Love Toy Ddve, 11-10-03,doc